UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2021
YUNHONG INTERNATIONAL
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-39226 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
4 - 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
People’s Republic of China
430061
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +86 131 4555 5555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right | | ZGYHU | | The NASDAQ Stock Market LLC |
| Class A Ordinary Shares, par value $0.001 per share | | ZGYH | | The NASDAQ Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | | ZGYHW | | The NASDAQ Stock Market LLC |
| Rights, each exchangeable into one-tenth of one Class A Ordinary Share | | ZGYHR | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Form 12b-25 filed on September 28, 2021 by Yunhong International (the “Company”), the Company was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to allow its accountants to complete their review of the Company’s financial statements for the year ended June 30, 2021 before the required filing date for its Annual Report on Form 10-K for the year ended June 30, 2021 (the “Form 10-K”).
On October 19, 2021, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) (the “Notice”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely filed the Form 10-K with the Securities and Exchange Commission (the “SEC”). The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice (October 19, 2021), or until December 20, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K (September 28, 2021), or until April 11, 2022, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
Item 8.01. Other Events.
On October 25, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Yunhong International | |
| | | | | |
| | By: | /s/ Patrick Orlando | |
| | | Name: | Patrick Orlando | |
| | | Title: | Chief Executive Officer | |
| | | | | |
| Dated: October 25, 2021 | | | | |
