8-A12B 1 tm207192d1_8a12b.htm 8-A12B

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Yunhong International

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   N/A
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     

4 – 19/F, 126 Zhong Bei,

Wuchang District, Wuhan, China

People’s Republic of China

  430061
(Address of Principal Executive Offices)   (Zip Code)

   

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be Registered

 

Name of Each Exchange on Which

Each Class is to be Registered

     
Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right   The NASDAQ Stock Market LLC
     
Class A Ordinary Shares, par value $0.001 per share   The NASDAQ Stock Market LLC
     
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share   The NASDAQ Stock Market LLC
     
Rights, each exchangeable into one-tenth of one Class A Ordinary Share   The NASDAQ Stock Market LLC
     

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:  

333-232432

    (If applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: 

  

 N/A
(Title of Class)

 

 

 

 

 

Item 1.Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A ordinary shares, warrants to purchase Class A ordinary shares and rights exchangeable into Class A ordinary shares of Yunhong International (the Company”). The description of the units, ordinary shares, warrants and rights contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-232432) originally filed with the Securities and Exchange Commission on June 28, 2019, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

  Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit No.   Description
3.1   Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
3.2   Form of Third Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.3 filed with the Amendment No. 2 the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.1   Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 filed with the Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.2   Specimen Class A Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.3   Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.4   Specimen Right Certificate. (incorporated by reference to Exhibit 4.4 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.5   Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 4.5 filed with the Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on January 30, 2020).
4.6   Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 4.6 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
4.7   Form of Unit Purchase Option between the Registrant and Maxim Group LLC. (incorporated by reference to Exhibit 4.7 filed with the Amendment No.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-232432), filed with the Securities and Exchange Commission on February 6, 2020).
10.1   Form of Letter Agreement among the Registrant and its officers, directors and LF International Pte. Ltd. (incorporated by reference to Exhibit 10.2 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
10.2   Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 10.3 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).
10.3   Form of Registration Rights Agreement between the Registrant and certain security holders. (incorporated by reference to Exhibit 10.4 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).

  

 

 

 

SIGNATURE

  

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Very truly yours,
   
  Yunhong International
     
  By:   /s/ Patrick Orlando
    Patrick Orlando
    Chief Executive Officer

 

Dated: February 12, 2020