UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 188, 2021 ~~(August 13, 2021)~~

YUNHONG INTERNATIONAL

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39226		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

4 – 19/F, 126 Zhong Bei,

Wuchang District, Wuhan, China

People’s Republic of China

430061

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +86 131 4555 5555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right	ZGYHU	The NASDAQ Stock Market LLC
Class A Ordinary Shares, par value $0.001 per share	ZGYH	The NASDAQ Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	ZGYHW	The NASDAQ Stock Market LLC
Rights, each exchangeable into one-tenth of one Class A Ordinary Share	ZGYHR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

~~Unsecured~~As ~~Promissory~~previously ~~Note~~disclosed in the current reports on Form 8-K filed by Yunhong International, a Cayman Islands exempted company (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 and May 20, 2021, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Giga Carbon Neutrality Inc. (f/k/a Giga Energy Inc.), a corporation formed under the laws of the Province of British Columbia, Canada (“GCN”), the shareholders of GCN and the other parties identified therein on May 14, 2021, pursuant to which the Company agreed to purchase from the shareholders of GCN, all of the issued and outstanding equity interests in or of GCN in exchange for newly issued ordinary shares of the Company, subject to the terms and conditions set forth in the Share Exchange Agreement (the “Business Combination”), after which GCN would become a wholly-owned subsidiary of the Company and the Company would rename itself as “Giga Carbon Neutrality Ltd.” On September 8, 2021, Yunhong received a written notice (the “Termination Notice”) from GCN terminating the Share Exchange Agreement, effective as of the date of the Termination Notice, because the Business Combination was not consummated by July 30, 2021.

On August 13, 2021, Yunhong International, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Note”) in the principal amount of $690,000 to Giga Carbon Neutrality Inc. (f/k/a Giga Energy Inc.), a corporation formed under the laws of the Province of British Columbia, Canada (“GCN”). The Note bears no interest.

The principal balance of the Note shall be due and payable in accordance with its terms on or before November 18, 2021 (subject to the waiver against trust limitations).

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Note.

In connection with the issuances of the Note, GCN deposited an aggregate of $690,000, or $0.10 per public share, representing the proceeds of the Note into the Company’s trust account (the “Trust Account”), on August 13, 2021. As a result, the period of time the Company has to consummate an initial business combination has been extended by three months to November 18, 2021, as described in the prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 14, 2020 in connection with the Company’s initial public offering.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01

Other Events

AOn ~~copy~~September of14, 2021, the Company issued a press release ~~announcing~~ on the ~~extension~~termination of the ~~period~~Share ofExchange ~~time~~Agreement pursuant to the ~~Company~~Termination ~~has~~Notice to(the ~~consummate~~“Press Release”). anA ~~initial~~copy ~~business~~of ~~combination~~the Press Release is ~~attached~~filed ~~hereto~~herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
10.1		Promissory Note
99.1		Press Release dated as of September 14, 2021
99.1		Press Release dated as of August 17, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~August~~September 1814, 2021

	YUNHONG INTERNATIONAL

	By:	/s/ Patrick Orlando
		Name: Patrick Orlando
		Title: Chief Executive Officer

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