Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 18, 2021, Yunhong International (the "Company") held an
extraordinary general meeting of shareholders (the "Extension Meeting") to
approve an amendment to the Company's third amended and restated articles of
incorporation (the "Memorandum and Articles of Association") to extend the date
by which the Company has to consummate a business combination from November 18,
2021 to up to May 18, 2022 (if the Company's sponsor chooses to extend the
period of time to consummate a business combination by depositing into the trust
account of the Company (the "Trust Account") an amount of $0.10 for each Public
Share (as defined below) that are not redeemed for each three months
extension) (the "Extension Amendment Proposal"). There were 7,219,500 Class A
ordinary shares of the Company and 1,725,000 issued and outstanding Class B
ordinary shares issued and outstanding on October 20, 2021, the record date for
the Extension Meeting. At the Extension Meeting, there were 5,088,980 shares
present by proxy, representing approximately 56.90% of the total shares
outstanding as of the record date, which constituted a quorum.
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes
5,088,980 0 0 0
Shareholders holding 1,091,949 Public Shares of the Company's exercised their
right to redeem such shares for a pro rata portion of the funds in the Company's
Trust Account for approximately $11.26 million (approximately $10.31 per
share).
Item 8.01 Other Events.
On November 18, 2021, the Company's sponsor notified the Company that it will
not make additional contributions to the Company's Trust Account. Accordingly,
there will be no contribution of $0.10 per Public Share for the extension period
commencing on November 18, 2021 or any subsequent extension period. Due to the
Company's inability to consummate an initial business combination within the
time period required by its Memorandum and Articles of Association, it intends
to dissolve and liquidate in accordance with the Memorandum and Articles of
Association and will redeem all of its outstanding Class A ordinary shares that
were included in the units issued in its initial public offering (the "Public
Shares"), at a per-share redemption price of approximately $10.31.
As of the close of business on November 24, 2021, the Public Shares will be
deemed cancelled and will represent only the right to receive the redemption
amount.
In order to provide for the disbursement of funds from the Trust Account, the
Company has instructed the trustee of the Trust Account to take all necessary
actions to immediately liquidate the Trust Account. The proceeds of the Trust
Account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Holders of Public Shares may
redeem their shares for their pro rata portion of the proceeds of the Trust
Account by delivering their Public Shares to American Stock Transfer & Trust
Company, LLC, the Company's transfer agent. Beneficial owners of Public Shares
held in "street name," however, will not need to take any action in order to
receive the redemption amount. The redemption of the Public Shares will be
completed within ten (10) business days after November 18, 2021.
The Company's initial shareholders have waived their redemption rights with
respect to the outstanding ordinary shares issued prior to the Company's initial
public offering or in a private placement in connection with the closing of the
Company's initial public offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants and rights, which will expire worthless.
© Edgar Online, source Glimpses