PRE 14A 1 tm2130929d1_pre14a.htm PRE 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under §240.14a-12

YUNHONG INTERNATIONAL

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION

LETTER TO SHAREHOLDERS OF YUNHONG INTERNATIONAL

4 – 19/F, 126 ZHONG BEI

WUCHANG DISTRICT, WUHAN, CHINA 430061
TO BE HELD ON November 18, 2021

Dear Yunhong International Shareholder:

You are cordially invited to attend an extraordinary general meeting of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”).

The attached Notice of the Special Meeting and proxy statement describe the business Yunhong will conduct at the Special Meeting (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Yunhong that you should consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposal:

Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s amended and restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).

The Extension Amendment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully the proposal in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”).

The Second Amended and Restated Memorandum of Association and the Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) provide that Yunhong has until November 18, 2021 (after extension) to complete its initial business combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be precluded from completing the Business Combination and would be forced to liquidate.

If the Extension Amendment Proposal is approved, LF International Pte. Ltd. (“Yunhong Sponsor”) or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (the “Trust Account”), if the Extension is implemented (the “Redemption”).

On the Record Date (defined below), the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the shares were sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 18, 2021, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Board has fixed the close of business on October 20, 2021 (the “Record Date”) as the date for determining Yunhong’s shareholders entitled to receive notice of and vote at the Special Meeting. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting.

Yunhong believes that it is in the best interests of Yunhong’s shareholders that Yunhong obtain the Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposal.

Enclosed is the proxy statement containing detailed information about the Special Meeting and the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.

	By Order of the Board of Directors of Yunhong International

	Patrick Orlando
	Chief Executive Officer
	October 26, 2021

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF YUNHONG INTERNATIONAL
TO BE HELD ON November 18, 2021

To the Shareholders of Yunhong International:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”). You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposal (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated [______], 2021 and is first being mailed to shareholders on or about that date:

Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s Second Amended And Restated Memorandum of Association and Yunhong's Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”). The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of Yunhong be amended and restated and replaced in its their entirety by the Third Amended and Restated Memorandum of Association and Fourth Amended and Restated Articles of Association of Yunhong, in substantially the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately."

The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”). The Memorandum and Articles of Association provide that Yunhong has until November 18, 2021 to complete its initial Business Combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (“Trust Account”), if the Extension is implemented (the “Redemption”).

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to Yunhong’s transfer agent at least two business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Record holders of Ordinary Shares at the close of business on October 20, 2021 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 7,219,500 issued and outstanding Class A Ordinary Shares and 1,725,000 issued and outstanding Class B Ordinary Shares. Yunhong’s warrants and rights do not have voting rights.

This proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.

This proxy statement is dated [______], 2021 and is first being mailed to shareholders on or about that date.

	By Order of the Board of Directors of Yunhong International

	Patrick Orlando
	Chief Executive Officer

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	9
SPECIAL MEETING OF YUNHONG SHAREHOLDERS	12
Date, Time and Place of Special Meeting	18
The Proposal at the Special Meeting	18
Voting Power; Record Date	18
Recommendation of the Board	19
Quorum and Required Vote for the Proposal for the Special Meeting	19
Voting Your Shares – Shareholders of Record	19
Voting Your Shares — Beneficial Owners	19
Attending the Special Meeting	20
Revoking Your Proxy	20
No Additional Matters	20
Who Can Answer Your Questions about Voting	20
Redemption Rights	25
Appraisal Rights	22
Proxy Solicitation Costs	22
Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders	22
PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL	23
Overview	23
Reasons for the Extension Amendment Proposal	25
If the Extension Amendment Proposal is Not Approved	25
If the Extension Amendment Proposal is Approved	25
Redemption Rights	26
Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights	28
Vote Required for Approval	35
Recommendation of the Board	36
BUSINESS OF YUNHONG AND CERTAIN INFORMATION ABOUT YUNHONG	36
General	36
The Proposed Business Combination	30
BENEFICIAL OWNERSHIP OF SECURITIES	37
FUTURE SHAREHOLDER PROPOSALS	38
HOUSEHOLDING INFORMATION	39
WHERE YOU CAN FIND MORE INFORMATION	39
ANNEX A	40

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Yunhong’s current views with respect to, among other things, Yunhong’s capital resources and results of operations. Likewise, Yunhong’s financial statements and all of Yunhong’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Yunhong’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Yunhong does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

	●	Yunhong’s ability to complete the Business Combination;

	●	the anticipated benefits of the Business Combination;

	●	the volatility of the market price and liquidity of the Class A Ordinary Shares and other securities of Yunhong; and

	●	the use of funds not held in the Trust Account (as described herein) or available to Yunhong from interest income on the Trust Account balance.

While forward-looking statements reflect Yunhong’s good faith beliefs, they are not guarantees of future performance. Yunhong disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Yunhong’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Yunhong’s Annual Report on Form 10-K/A for the year ended June 30, 2022, as filed with the SEC on July 23, 2021 and in other reports Yunhong files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Yunhong (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Special Meeting and the proposal to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to Yunhong shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred to herein, to fully understand the proposal to be presented at the Special Meeting and the voting procedures for the Special Meeting, which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

Q:	Why am I receiving this proxy statement?

Yunhong is a blank check company incorporated as a Cayman Islands exempted company on January 10, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. On February 18, 2020, Yunhong consummated its initial public offering of 6,000,000 units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination (“Units”), plus 900,000 additional Units pursuant to the full exercise of the over-allotment option by the underwriters on February 24, 2020, at a price of $10.00 per Unit, generating an aggregate amount of gross proceeds of $69,000,000. Like most blank check companies, Yunhong’s Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination (s) consummated on or before the Termination Date.

Yunhong believes that it is in the best interests of Yunhong’s shareholders to continue Yunhong’s existence until the Extended Date if necessary in order to allow Yunhong additional time to complete the Business Combination and is therefore holding this Special Meeting.

Q:	When and where is the Special Meeting?

A:	The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

Q:	What is the specific proposal on which I am being asked to vote at the Special Meeting?

A:	Yunhong shareholders are being asked to consider and vote on the following proposal:

Proposal No. 1 – Extension Amendment Proposal – To amend, by way od special resolution, Yunhong’s Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).

Q:	Why is Yunhong proposing the Extension Amendment Proposal?

A:	Yunhong’s Memorandum and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying Business Combination (s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete the Business Combination.

	Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

	If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

Q:	What vote is required to approve the proposal presented at the Special Meeting?

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. A Yunhong shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Special Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on the outcome of any vote on the Extension Amendment Proposal. One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

Q:	Why should I vote “FOR” the Extension Amendment Proposal?

Yunhong believes shareholders will benefit from Yunhong consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Yunhong has to complete a Business Combination until the Extended Date. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

Q:	How will the Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders vote?

A:	The Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders have advised Yunhong that they intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal.

	The Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders and their respective affiliates are not entitled to redeem any founder shares in connection with the Extension Amendment Proposal. On the Record Date, the Yunhong Sponsor, Yunhong’s directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 1,725,000 Class B Ordinary Shares and 250,500 Class A Ordinary Shares underlying the Private Placement Units held by the Yunhong Sponsor and the officers and directors of Yunhong, representing approximately 19.29% of Yunhong’s issued and outstanding Ordinary Shares.

Q:	What if I do not want to vote “FOR” the Extension Amendment Proposal?

A:	If you do not want the Extension Amendment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

	If you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal.

	If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the outcome of any vote on the Extension Amendment Proposal.

Q:	Will you seek any further extensions to liquidate the Trust Account?

A:	Other than as described in this proxy statement, Yunhong does not currently anticipate seeking any further extension to consummate a Business Combination beyond the Extended Date.

Q:	What happens if the Extension Amendment Proposal is not approved?

A:	If the Extension Amendment Proposal is not approved at the Special Meeting, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

	The Yunhong Sponsor, the officers and directors and the initial shareholders of Yunhong waived their rights to participate in any liquidation distribution with respect to the 1,725,000 founder shares and 250,500 Class A Ordinary Shares underlying the Private Placement Units held by them. There will be no distribution from the Trust Account with respect to Yunhong’s warrants or Rights, which will expire worthless in the event Yunhong dissolves and liquidates the Trust Account.

Q:	If the Extension Amendment Proposal is approved, what happens next?

A:	If the Extension Amendment Proposal is approved, Yunhong will continue to attempt to consummate the Business Combination until the Extended Date. Yunhong will file an amendment to its Memorandum and Articles of Association with Cayman Islands in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at an extraordinary general meeting and consummate the closing of the Business Combination on or before the Extended Date.

	If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Yunhong held by Yunhong’s officers, directors, the Yunhong Sponsor and its affiliates. In addition, Yunhong’s Memorandum and Articles of Association provide that Yunhong cannot redeem or repurchase Public Shares to the extent such redemption would result in Yunhong’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination in accordance with Yunhong’s Memorandum and Articles of Association. As a result, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

Q:	If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?

A:	Yes. Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by:

• entering a new vote by Internet or telephone;

• sending a later-dated, signed proxy card to Yunhong’s Secretary to Yunhong International, 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061, Attn: Secretary, so that it is received by Yunhong’s Secretary on or before the Special Meeting; or

• attending and voting, virtually via the Internet, during the Special Meeting.

You also may revoke your proxy by sending a notice of revocation to Yunhong’s Secretary, which must be received by Yunhong’s Secretary on or before the Special Meeting. Attending the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q:	How are votes counted?

Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. With respect to the Extension Amendment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on the outcome of vote on the Extension Amendment Proposal.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Yunhong believes that the proposal presented to the shareholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on the proposal presented at the Special Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have the no effect on the outcome of any vote on the Extension Amendment Proposal.

Q:	What constitutes a quorum at the Special Meeting?

One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. Abstentions (but not broker non-votes) will be counted as present for the purpose of determining a quorum. The Yunhong Sponsor, directors, officers and the initial shareholders, who beneficially own approximately 19.29% of the issued and outstanding Class A Ordinary Shares, will count towards this quorum. As of the Record Date for the Special Meeting, 4,472,251 Class A Ordinary Shares would be required to achieve a quorum.

Q:	How do I vote?

A:	If you were a holder of record of Ordinary Shares on October 20, 2021, the Record Date for the Special Meeting, you may vote with respect to the proposal yourself at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

	In Person - You may vote your shares in person by attending the Special Meeting.

	Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 18, 2021.

	Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.voteproxy.com and entering the voter control number included on your proxy card.

	Telephone - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Q:	Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal?

Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders. The Board recommends that Yunhong’s shareholders vote “FOR” the Extension Amendment Proposal.

Q:	What interests do Yunhong’s directors and officers have in the approval of the Extension Amendment Proposal?

Yunhong’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Yunhong Sponsor, of Ordinary Shares and Private Placement Units that may become exercisable in the future. See the section entitled “Special Meeting of Yunhong Shareholders — Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders” in this proxy statement.

Q:	Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal?

A:	No. There are no appraisal rights available to Yunhong’s shareholders in connection with the Extension Amendment Proposal.

Q:	If I am a Public Warrant (defined below) or Right holder, can I exercise redemption rights with respect to my Public Warrants or Rights?

No. The holders of warrants issued in connection with Yunhong’s initial public offering which are exercisable for one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share (the “Public Warrants”) and the holders of Rights issued in connection with Yunhong’s initial public offering to receive one-tenth of one Class A Ordinary Share upon consummation of Yunhong’s initial Business Combination have no redemption rights with respect to such Public Warrants or Rights.

Q:	If I am a Unit holder, can I exercise redemption rights with respect to my Units?

No. Holders of outstanding Units must separate the underlying Class A Ordinary Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to American Stock Transfer & Trust Company, LLC, Yunhong’s transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of American Stock Transfer & Trust Company, LLC is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, Yunhong’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q:	What do I need to do now?

A:	You are urged to read carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the Extension Amendment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I exercise my redemption rights?

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Yunhong’s shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not previously released to Yunhong to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated February 12, 2020, filed in connection with Yunhong’s initial public offering.

In order to exercise your redemption rights, you must: (i) if you hold Units, separate the underlying Public Shares, Public Warrants and Rights, and (ii) on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

	Yunhong shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Yunhong’s understanding that Yunhong shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Yunhong does not have any control over this process and it may take longer than two weeks. Yunhong shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

	Yunhong shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment at the Special Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.

	There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:	What should I do if I receive more than one set of voting materials for the Special Meeting?

You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

Yunhong will pay the cost of soliciting proxies for the Special Meeting. Yunhong has engaged Advantage Proxy to assist in the solicitation of proxies for the Special Meeting. Yunhong will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Yunhong may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposal or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Yunhong International
4 – 19/F, 126 Zhong Bei
New York, NY 10005
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

You may also contact the proxy solicitor for Yunhong at:

Advantage Proxy

Karen Smith

Tel: 206-870-8565

Email: ksmith@advantageproxy.com

	To obtain timely delivery, Yunhong shareholders must request the materials no later than November 12, 2021, or five business days prior to the date of the Special Meeting. You may also obtain additional information about Yunhong from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

	If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

EXTRAORDINARY GENERAL MEETING OF YUNHONG SHAREHOLDERS

This proxy statement is being provided to Yunhong shareholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Yunhong Shareholders to be held on November 18, 2021. This proxy statement contains important information regarding the Special Meeting, the proposal on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about [______], 2021 to all shareholders of record of Yunhong as of October 20, 2021, the Record Date for the Special Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

The Proposal at the Special Meeting

At the Special Meeting, Yunhong shareholders will consider and vote on the following proposal:

Proposal No. 1 – Extension Amendment Proposal – To amend, by special resolution, Yunhong’s Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination from November 18, 2021 to the Extended Date.

Voting Power; Record Date

As a shareholder of Yunhong, you have a right to vote on certain matters affecting Yunhong. The proposal that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned Ordinary Shares at the close of business on October 20, 2021, which is the Record Date for the Special Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 8,944,500 issued and outstanding Ordinary Shares, of which 6,900,000 Class A Ordinary Shares are held by Yunhong public shareholders, 1,725,000 Class B Ordinary Shares and 250,500 Class A Ordinary Shares are held by the Yunhong initial shareholders and 69,000 shares are held by Maxim Group LLC (or its affiliates), the underwriter in Yunhong’s initial public offering.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE PROPOSAL

Quorum and Required Vote for the Proposal for the Special Meeting

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. One or more shareholders who together hold 50% of the Ordinary Shares entitled to vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum. . Accordingly, a Yunhong shareholder’s failure to vote by proxy or to vote oneself at the Special Meeting will not be counted towards the number of Class A Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of the Extension Amendment Proposal. Abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have no effect on the outcome of the Extension Amendment Proposal.

It is possible that Yunhong will not be able to complete its initial Business Combination by the Extended Date if the Extension Amendment Proposal is approved. In such event, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

Voting Your Shares – Shareholders of Record

If you are a Yunhong shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your name entitles you to one vote on the proposal for the Special Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.

In Person - You may vote your shares in person by attending the Special Meeting.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on November 18, 2021.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.voteproxy.com and entering the voter control number included on your proxy card.

Telephone - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Yunhong. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Special Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Special Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15^th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on November 11, 2021.

You will receive a confirmation of your registration by email after Yunhong receives your registration materials. You may attend the Special Meeting at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow the instructions provided to vote. Yunhong encourages you to access the meeting prior to the start time leaving ample time for the check in.

Attending the Special Meeting

The Special Meeting will be held on November 18, 2021 at 10:00 a.m. Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. In order to vote or submit a question during the Special Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the meeting only by registering as a guest and you will not be able to vote or submit your questions during the meeting. The physical location of the Special Meeting is at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

	●	you may send another proxy card with a later date;

	●	you may notify Yunhong’s Secretary in writing to Yunhong International, 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061, before the Special Meeting that you have revoked your proxy; or

	●	you may attend the Special Meeting, revoke your proxy, and vote oneself, as indicated above.

No Additional Matters

The Special Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Class A Ordinary Shares, you may call Advantage Proxy, Yunhong’s proxy solicitor, at (800) 662-5200 or banks and brokers can call at (203) 658-9400.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

In order to exercise your redemption rights, you must:

	●	if you hold Units, separate the underlying Public Shares, the Public Warrants and Rights;

	●	on or before 5:00 p.m., Eastern Time, on June 1, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

and

●

deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Special Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares, Public Warrants and Rights prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to American Stock Transfer & Trust Company, LLC, the transfer agent, with written instructions to separate such Units into Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by Yunhong’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $71,155,633.79 as of the Record Date. Prior to their exercising redemption rights, Yunhong shareholders should verify the market price of the Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Yunhong, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Yunhong’s warrants and Rights will expire worthless.

Appraisal Rights

There are no appraisal rights available to Yunhong’s shareholders in connection with the Extension Amendment Proposal.

Proxy Solicitation Costs

Yunhong is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Yunhong has engaged Advantage Proxy to assist in the solicitation of proxies for the Special Meeting. Yunhong and its directors, officers and employees may also solicit proxies on the Internet. Yunhong will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Yunhong will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Yunhong will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Yunhong shareholders. Directors, officers and employees of Yunhong who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Yunhong Sponsor, Yunhong’s Directors, Officers and Initial Shareholders

When you consider the recommendation of the Board, Yunhong shareholders should be aware that aside from their interests as shareholders, the Yunhong Sponsor, certain members of the Board, officers and the initial shareholders of Yunhong have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Yunhong shareholders that they approve the Extension Amendment Proposal. Yunhong shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

●

if the Extension Amendment Proposal is not approved, the Class B Ordinary Shares held by the Yunhong Sponsor, which were acquired for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 252,500 private placement units (the “Private Placement Units”) that were acquired simultaneously with the initial public offering for an aggregate purchase price of $2,520,000 (as they will expire). Assuming such Class B Ordinary Shares and Private Placement Units have a value equal to Public Shares and Public Units, such securities would have had an aggregate market value of approximately $20.23 million based on the last sale price of $10.28 and $9.90 of the Class A Ordinary Shares and Public Units, respectively, on the Nasdaq Capital Market on October 20, 2021;

	●	the fact that the Yunhong Sponsor, Yunhong’ directors, officers and initial shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial Business Combination;

	●	the fact that the Yunhong Sponsor, Yunhong’ directors, officers and initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the 1,725,000 founder shares and 252,500 Class A Ordinary Shares underlying the Private Placement Units held by them if Yunhong fails to complete an initial Business Combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;

	●	the fact that, at the option of the Yunhong Sponsor, any amounts outstanding under any other loans made by the Yunhong Sponsor or any of its affiliates to Yunhong in an aggregate amount up to $1,500,000 may be converted into units that are identical to the Private Placement Units at the option of the lender;

	●	the continued indemnification of Yunhong’s existing directors and officers and the continuation of Yunhong’s directors’ and officers’ liability insurance after the Business Combination;

	●	the fact that the Yunhong Sponsor, Yunhong’s officers and directors will lose their entire investment in Yunhong and will not be reimbursed for any out-of-pocket expenses if an initial Business Combination is not consummated on or before the Termination Date, and the Extension Amendment Proposal is not approved; and

	●	if the Trust Account is liquidated, including in the event Yunhong is unable to complete an initial Business Combination within the required time period, the Yunhong Sponsor has agreed to indemnify Yunhong to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Yunhong has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Yunhong, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

Additionally, if the Extension Amendment Proposal is approved and Yunhong consummates an initial Business Combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction.

PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL

Overview

Yunhong is proposing to amend its Memorandum and Articles of Association to extend the date by which Yunhong has to consummate a Business Combination to the Extended Date so as to give Yunhong additional time to complete the Business Combination. A copy of the proposed amendment to the Memorandum and Articles of Association of Yunhong is attached to this proxy statement as part of Annex A.

Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.

As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented.

On the Record Date, the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the stock was sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.

Reasons for the Extension Amendment Proposal

Yunhong’s Memorandum and Articles of Association provide that Yunhong has until the Termination Date to complete a Business Combination. Yunhong and its officers and directors agreed that they would not seek to amend Yunhong’s Memorandum and Articles of Association to allow for a longer period of time to complete a Business Combination unless Yunhong provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of Yunhong shareholders that the Extension be obtained so that Yunhong will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be forced to liquidate.

The Extension Amendment Proposal is essential to allowing Yunhong additional time to consummate the Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

The Yunhong Sponsor, the officers and directors and the initial shareholders of Yunhong have waived their rights to participate in any liquidation distribution with respect to the 1,725,000 founder shares and 252,500 Class A Ordinary Shares underlying the Private Placement Units held by them. There will be no distribution from the Trust Account with respect to Yunhong’s warrants or Rights, which will expire worthless in the event Yunhong dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Yunhong intends to file an amendment to the Memorandum and Articles of Association in the form of Annex A hereto to extend the time it has to complete a Business Combination until the Extended Date. Yunhong will then continue to attempt to consummate a Business Combination until the Extended Date. Yunhong will remain a reporting company under the Exchange Act and its Units, Class A Ordinary Shares, Public Warrants and Rights will remain publicly traded during this time.

In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption.

In order to exercise your redemption rights, you must:

	●	if you hold Units, separate the underlying Public Shares, Public Warrants and Rights;

●

on or before 5:00 p.m., Eastern Time, on November 16, 2021 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Yunhong redeem your Public Shares for cash to American Stock Transfer & Trust Company, LLC, the transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue

Brooklyn, NY 11219

Attn: Felix Orihuela

Email: forihuela@astfinancial.com

and

●

deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Special Meeting.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to American Stock Transfer & Trust Company, LLC, the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares, Public Warrants and Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by Yunhong’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $71,155,633.79 as of the Record Date. Prior to their exercising redemption rights, Yunhong shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If Yunhong does not consummate an initial Business Combination on or before the Termination Date, and the Extension Amendment Proposal is not approved, Yunhong will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Yunhong’s warrants and Rights will expire worthless.

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

The following is a summary of the material U.S. federal income tax considerations for holders of the Company’s shares that elect to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:

	●	certain U.S. expatriates;

	●	traders in securities that elect mark-to-market treatment;

	●	S corporations;

	●	U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;

	●	financial institutions;

	●	mutual funds;

	●	qualified plans, such as 401(k) plans, individual retirement accounts, etc.;

	●	insurance companies;

	●	broker-dealers;

	●	regulated investment companies (or RICs);

●

real estate investment trusts (or REITs);

	●	persons holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

	●	persons subject to the alternative minimum tax provisions of the Code;

	●	tax-exempt organizations;

	●	persons that actually or constructively own 5 percent or more of the Company’s shares; and

	●	Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

If any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect partner of such partnership). If you are a partner of a partnership holding the Company’s securities, you should consult your tax advisor. This summary assumes that shareholders hold the Company’s securities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.

WE URGE HOLDERS OF YUNHONG SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Shareholders

This section is addressed to Redeeming U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal 1: The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:

	●	a citizen or resident of the United States;

	●	a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

	●	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

	●	any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Tax Treatment of the Redemption — In General

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for these purposes (which we will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined in that discussion, below.

A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants or rights). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our warrants and rights) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

	●	any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and

	●	any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above.

		Under these special rules,

	●	the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares, rights or warrants;

	●	the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

	●	the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

	●	the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our rights or warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

It is unclear if a Redeeming U.S. Holder would be permitted to make a QEF election with respect to its rights to acquire our shares. The remainder of this paragraph assumes that a QEF election is not available with respect to our rights. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such rights (other than pursuant to the terms of such rights), any gain recognized generally may be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that receives shares pursuant to such rights properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired pursuant to the terms of rights for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares, rights or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, rights and/or warrants should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Shareholders

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal 1: The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.”

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

	●	such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or

	●	such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S. Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will be taxed as discussed above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Non-U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code.

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of their shares, rights or warrants.

Backup Withholding

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

	●	fails to provide an accurate taxpayer identification number;

	●	is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or

	●	in certain circumstances, fails to comply with applicable certification requirements.

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal and any redemption of your Public Shares.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares, voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The full text of the special resolution is as follows: “RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of Yunhong be amended and restated and replaced in its their entirety by the Third Amended and Restated Memorandum of Association and Fourth Amended and Restated Articles of Association of Yunhong, in substantially the form attached to the proxy statement as Annex A and incorporated by reference therein, to be effective immediately" .

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YUNHONG SHAREHOLDERS VOTE “FOR”

THE EXTENSION AMENDMENT PROPOSAL.

BUSINESS OF YUNHONG AND CERTAIN INFORMATION ABOUT YUNHONG

General

Yunhong is a blank check company formed as a Cayman Islands exempted company on January 10, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses.

On February 18, 2020, Yunhong consummated its initial public offering of 600,000 Units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Right to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination, plus 900,000 additional Units pursuant to the full exercise of the over-allotment option by the underwriters on February 24, 2020, at a price of $10.00 per Unit, generating an aggregate amount of gross proceeds of $69,000,000.

Simultaneously with the closing of the initial public offering and the closing of the over-allotment option, Yunhong issued to the Yunhong Sponsor 252,500 Private Placement Units, each consisting of one Class A Ordinary Share, one half of one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, and one Right to receive one-tenth of one Class A Ordinary Share upon consummation of the Yunhong’s initial Business Combination, in a private placement (the “Private Placement”), generating gross proceeds of $2,525,000. Prior to the consummation of the initial public offering, the Yunhong Sponsor purchased 1,725,000 Class A Ordinary Shares for an aggregate purchase price of $25,000. Upon the closing of the initial public offering and Private Placement, $69,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the initial public offering and the Private Placement was placed in a U.S.-based trust account at Morgan Stanley, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, amended (the “Investment Company Act”), with a maturity of 180 days or less or in money market funds meeting the conditions of paragraph (d) under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

On February 10, 2021, May 13, 2021, and August 15, 2021, the period of time for Yunhong to consummate an initial Business Combination was extended, each time for an additional three-month period, ending on May 18, 2021, August 18, 2021, and November 18, 2021, respectively. $690,000 ($0.10 per share) was deposited into the Trust Account for each three month extension (or an aggregate of $2,070,000, or $0.30 per share). The deposits were each funded by a non-interest bearing unsecured convertible promissory note from Giga Carbon Neutrality Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“GCN”).

As of June 30, 2021, Yunhong had cash of $256 held outside the Trust Account, which is available for use by it to cover its costs associated with identifying a target business, negotiating a Business Combination, due diligence procedures and other general corporate uses.

If the Extension Amendment Proposal is approved, Yunhong Sponsor or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through the Extended Date to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date. In addition, Yunhong will not proceed with the Extension if Yunhong will not have at least $5,000,001 of net tangible assets upon its consummation of the Business Combination, after taking into account the Redemption. Yunhong will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Yunhong’s Ordinary Shares as of October 26, 2021 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Yunhong’s Ordinary Shares, by:

	●	each person known by Yunhong to be the beneficial owner of more than 5% of Yunhong’s outstanding Ordinary Shares;

	●	each of Yunhong’s executive officers and directors that beneficially owns shares of Yunhong’s Ordinary Shares; and

	●	all Yunhong’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 8,944,500 ordinary shares, which includes 7,219,500 Class A ordinary shares, $0.001 par value per share, and 1,725,000 Class B ordinary shares, $0.001 par value per share, issued and outstanding, as of October 26, 2021. Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of our Class B ordinary shares have the right to appoint all of our directors prior to our initial Business Combination and holders of our Class A ordinary shares are not entitled to vote on the appointment of directors during such time.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them.

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned(2)		Approximate Percentage of Class			Percentage of Outstanding Ordinary Shares
LF International Pte. Ltd. (3)		250,500		3.47	%		1,725,000		100.0	%		19.29	%
Yubao Li (3)		250,500		3.47	%		1,725,000		100.0	%		19.29	%
Patrick Orlando		—		—			—		—			—
Andrey Novikov		—		—			—		—			—
Baibing Li		—		—			—		—			—
Wan Zhang		—		—			—		—			—
Seydou Bouda		—		—			—		—			—
Hudson Bay Capital Management LP (4)		900,000		12.47	%		—		—			—
Faes Equities LLC (5)		766,611		10.62	%		—		—			—
Glazer Capital, LLC (6)		681,477		9.4	%		—		—			—
Mizuho Securities USA LLC (7)		622,213		7.0	%		—		—			—
Polar Asset Management Partners Inc. (8)		697,400		9.66	%		—		—			—
All directors and executive officers as a group (6 individuals)		250,500		3.47	%		1,725,000		100.0	%		19.29	%

* Less than one percent

(1) Unless otherwise noted, the business address of each of the following entities or individuals is 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061.

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment.

(3) Yubao Li, the Chairman of our Board of Directors, may be deemed to beneficially own shares held by our sponsor by virtue of his control over our sponsor, as its managing member. Yubao Li disclaims beneficial ownership of our ordinary shares held by our sponsor other than to the extent of his pecuniary interest in such shares. Each of our officers and directors is a member of our sponsor.

(4) According to Schedule 13G filed with the SEC on May 29, 2020, jointly by Hudson Bay Capital Management LP (the “Investment Manager”) and Sander Gerber, the parties reported that the Investment Manager may be deemed to be the beneficial owner of 900,000 Class A ordinary shares. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd. HB Strategies LLC, in whose name 900,000 Class A ordinary shares are held, is indirectly controlled by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. The business address of each reporting person is 777 Third Avenue, 30th Floor, New York, NY 10017.

(5) According to Schedule 13G/A filed with the SEC on July 12, 2021, jointly by Faes Equities LLC and Lawrence M. Faes, the parties reported that Faes Equities LLC and Mr. Faes may be deemed to beneficially own an aggregate of 766,611 Class A Ordinary Shares. The business address of each reporting person is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

(6) According to Schedule 13G filed with the SEC on February 16, 2021, jointly by Glazer Capital, LLC (“Glazer Capital”) and Paul J. Glazer, the parties reported that the Glazer Capital and Mr. Glazer may be deemed to be the beneficial owner of 681,477 Class A ordinary shares. Glazer Capital serves as investment manager to certain funds and managed accounts (collectively, the "Glazer Funds") which hold the 681,477 Class A ordinary shares. Mr. Glazer serves as the Managing Member of Glazer Capital. The business address of each reporting person is 250 West 55th Street, Suite 30A, New York, New York 10019.

(7) According to Schedule 13G filed with the SEC on February 12, 2021, by Mizuho Financial Group, Inc., Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the 622,213 Class A ordinary shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The business address of the reporting person is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

(8) According to Schedule 13G filed with the SEC on February 2, 2021, by Polar Asset Management Partners Inc. (“Polar Asset”), Polar Asset may be deemed to be the beneficial owner of 697,400 Class A ordinary shares. Polar Asset serves as the investment advisor to Polar Multi-Strategy Master Fund ("PMSMF") and certain managed accounts (together with PMSMF, "Polar Vehicles") with respect to the 697,400 Class A ordinary shares directly held by the Polar Vehicles. The business address of the reporting person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

FUTURE SHAREHOLDER PROPOSALS

If the Extension Amendment Proposal is approved, we anticipate that the 2021 annual general meeting will be held no later than December 31, 2021. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the shareholders at our 2021 annual general meeting, it must have submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and our charter. Assuming the meeting is held on December 31, 2021, such proposals must have been received by us not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.

If the Extension Amendment Proposal is not approved, there will be no annual general meeting in 2021.

HOUSEHOLDING INFORMATION

Unless Yunhong has received contrary instructions, Yunhong may send a single copy of this proxy statement to any household at which two or more shareholders reside if Yunhong believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Yunhong’s expenses. However, if shareholders prefer to receive multiple sets of Yunhong’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Yunhong’s disclosure documents, the shareholders should follow these instructions:

●

if the shares are registered in the name of the shareholder, the shareholder should contact Yunhong at the following address and e-mail address:

Yunhong International
4 – 19/F, 126 Zhong Bei

Wuchang District, Wuhan, China 430061
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

●

if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.

WHERE YOU CAN FIND MORE INFORMATION

Yunhong files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. Yunhong’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Yunhong’s filings with the SEC (excluding exhibits) at no cost by contacting Yunhong at the address and/or telephone number below.

If you would like additional copies of this proxy statement or Yunhong’s other filings with the SEC (excluding exhibits) or if you have questions about the proposal to be presented at the Special Meeting, you should contact Yunhong at the following address and e-mail address:

Yunhong International
4 – 19/F, 126 Zhong Bei

Wuchang District, Wuhan, China 430061
Attention: Mr. Patrick Orlando
Email: patrickyunhong@gmail.com

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Yunhong’s proxy solicitation agent at the following address, telephone number and e-mail address:

Advantage Proxy

Karen Smith

Tel: 206-870-8565

Email: ksmith@advantageproxy.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a Yunhong shareholder and would like to request documents, please do so by November 12, 2021, five business days prior to the Special Meeting, in order to receive them before the Special Meeting. If you request any documents from Yunhong, such documents will be mailed to you by first class mail or another equally prompt means.

ANNEX A

Companies Act (Revised)

Company Limited by Shares

Yunhong International

Third amended and restated

memorandum of association

Adopted by special resolution passed on [ ] 2021

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Memorandum of Association

Yunhong International

Adopted by special resolution passed on [ ] 2021

The name of the Company is Yunhong International.

The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares.

The share capital of the Company is USD50,000 divided into 47,000,000 Class A Shares of par value USD0.001 each, 2,000,000 Class B Shares of par value USD0.001 each and 1,000,000 Preference Shares of par value USD0.001 each. There is no limit on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:

(a)

to redeem or repurchase any of its shares; and

(b)

to increase or reduce its capital; and

(c)

to issue any part of its capital (whether original, redeemed, increased or reduced):

(i)

with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

(ii)

subject to any limitations or restrictions

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d)

to alter any of those rights, privileges, conditions, limitations or restrictions.

The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Companies Act (Revised)

Company Limited by Shares

Yunhong International

Fourth AMENDED & RESTATED ARTICLES

of association

Adopted by special resolution passed on [ ] 2021

CONTENTS

1	Definitions, interpretation and exclusion of Table A	52

	Definitions	52

	Interpretation	55

	Exclusion of Table A Articles	56

2	Shares	56

	Power to issue Shares and options, with or without special rights	56

	Power to issue fractions of a Share	58

	Power to pay commissions and brokerage fees	58

	Trusts not recognised	58

	Power to vary class rights	58

	Effect of new Share issue on existing class rights	59

	Capital contributions without issue of further Shares	59

	No bearer Shares or warrants	59

	Treasury Shares	59

	Rights attaching to Treasury Shares and related matters	60

3	Register of Members	60

4	Share certificates	60

	Issue of share certificates	60

	Renewal of lost or damaged share certificates	61

5	Lien on Shares	62

	Nature and scope of lien	62

	Company may sell Shares to satisfy lien	62

	Authority to execute instrument of transfer	62

	Consequences of sale of Shares to satisfy lien	62

	Application of proceeds of sale	63

6	Calls on Shares and forfeiture	63

	Power to make calls and effect of calls	63

	Time when call made	63

	Liability of joint holders	64

	Interest on unpaid calls	64

	Deemed calls	64

	Power to accept early payment	64

	Power to make different arrangements at time of issue of Shares	64

	Notice of default	64

	Forfeiture or surrender of Shares	65

	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	65

	Effect of forfeiture or surrender on former Member	65

	Evidence of forfeiture or surrender	65

	Sale of forfeited or surrendered Shares	65

7	Transfer of Shares	66

	Form of transfer	66

	Power to refuse registration	66

	Power to suspend registration	66

	Company may retain instrument of transfer	66

8	Transmission of Shares	66

	Persons entitled on death of a Member	66

	Registration of transfer of a Share following death or bankruptcy	67

	Indemnity	67

	Rights of person entitled to a Share following death or bankruptcy	67

9	Alteration of capital	67

	Increasing, consolidating, converting, dividing and cancelling share capital	67

	Dealing with fractions resulting from consolidation of Shares	68

	Reducing share capital	68

10	Redemption and purchase of own Shares	68

	Power to issue redeemable Shares and to purchase own Shares	68

	Power to pay for redemption or purchase in cash or in specie	69

	Effect of redemption or purchase of a Share	69

11	Class B Share Conversion	70

12	Meetings of Members	70

	Power to call meetings	70

	Content of notice	71

	Period of notice	72

	Persons entitled to receive notice	72

	Publication of notice on a website	72

	Time a website notice is deemed to be given	72

	Required duration of publication on a website	73

	Accidental omission to give notice or non-receipt of notice	73

13	Proceedings at meetings of Members	73

	Quorum	73

	Lack of quorum	73

	Use of technology	73

	Chairman	74

	Right of a director to attend and speak	74

	Adjournment	74

	Method of voting	74

	Taking of a poll	74

	Chairman's casting vote	75

	Amendments to resolutions	75

	Written resolutions	75

	Sole-member company	76

14	Voting rights of Members	76

	Right to vote	76

	Rights of joint holders	76

	Representation of corporate Members	76

	Member with mental disorder	77

	Objections to admissibility of votes	77

	Form of proxy	77

	How and when proxy is to be delivered	78

	Voting by proxy	79

15	Number of directors	79

16	Appointment, disqualification and removal of directors	79

	No age limit	79

	Corporate directors	79

	No shareholding qualification	79

	Appointment and removal of directors	79

	Resignation of directors	80

	Termination of the office of director	81

17	Alternate directors	81

	Appointment and removal	81

	Notices	82

	Rights of alternate director	82

	Appointment ceases when the appointor ceases to be a director	83

	Status of alternate director	83

	Status of the director making the appointment	83

18	Powers of directors	83

	Powers of directors	83

	Appointments to office	83

	Remuneration	84

	Disclosure of information	84

19	Delegation of powers	85

	Power to delegate any of the directors' powers to a committee	85

	Power to appoint an agent of the Company	85

	Power to appoint an attorney or authorised signatory of the Company	85

	Power to appoint a proxy	86

20	Meetings of directors	86

	Regulation of directors' meetings	86

	Calling meetings	86

	Notice of meetings	86

	Period of notice	86

	Use of technology	86

	Place of meetings	86

	Quorum	86

	Voting	87

	Validity	87

	Recording of dissent	87

	Written resolutions	87

	Sole director's minute	87

21	Permissible directors' interests and disclosure	87

	Permissible interests subject to disclosure	87

	Notification of interests	88

	Voting where a director is interested in a matter	88

22	Minutes	89

23	Accounts and audit	89

	Accounting and other records	89

SEC Form PRE 14A filed by Yunhong International