Yunhong International *
PROPOSED BUSINESS COMBINATION: Giga Energy Inc. (TERMINATED 9/14/2021)
ENTERPRISE VALUE: $ tbd
ANTICIPATED SYMBOL: tbd
Yunhong International proposes to combine with Giga Energy Inc., a company that plans to provide industrial and commercial transportation solutions.
SUBSEQUENT EVENT – 9/14/21 (LINK)
On September 14, 2021, Yunhong International announced that on September 8, 2021, the Company received a written notice from Giga Carbon Neutrality Inc., terminating the share exchange agreement, dated as of May 14, 2021, entered into by and among the Company, GCN and the other parties identified therein. because the Business Combination had not been consummated by July 30, 2021.
TRANSACTION
- Pursuant to the Share Exchange Agreement, the Company will purchase from the shareholders of Giga Energy all of the issued and outstanding shares and any other equity interests in or of Giga Energy in exchange for newly issued ordinary shares of the Company
EQUITY INVESTMENT
- Giga Energy has secured an equity investment from Harvest Tech Investment Management (UK) Co., Limited, a private investor, in the amount of $307,692,000 in exchange for 384,615,385 shares of Giga Energy, equaling 5.23% of Giga Energy’s outstanding share capital prior to the closing date of the Exchange Agreement.
NOTABLE CONDITIONS TO CLOSING
- Documents not filed yet
NOTABLE CONDITIONS TO TERMINATION
- Documents not filed yet
ADVISORS
- ARC Group Limited is acting as the financial advisor to Giga Energy, Inc.
- Ellenoff Grossman & Schole LLP is acting as Yunhong International’s U.S. legal advisors
- Ogier is acting as Yunhong International’s Cayman Islands legal advisors.
- Loeb & Loeb LLP is acting as U.S. legal advisors to Giga Energy.
MANAGEMENT & BOARD
Executive Officers
Patrick Orlando, 47
Chief Executive Officer
Mr. Orlando founded Benessere Capital, LLC, an investment consulting and investment banking firm in Miami, in October 2012 and has been serving as its Chief Executive Officer since then. At Benessere Capital, LLC, he has advised on fundraising, capital deployment, mergers and acquisitions, private placements in real estate, and products marketing. Mr. Orlando is the founder and has also been serving as the Chief Executive Officer of Benessere Enterprises Inc., a firm that specializes in investing and incubating startup companies involved in real estate, commodities trading and processing and energy, since April 2012. From March 2014 to August 2018, Mr. Orlando served as the Chief Financial Officer of Sucro Can Sourcing LLC, a sugar trading company he co-founded, where he managed all financial matters including bank lines, futures and hedging, and investment banking relationships. From November 2014 to August 2018, Mr. Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company. From March 2011 to March 2014, Mr. Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities. From September 2006 to March 2011, Mr. Orlando served as Chief Technical Officer of Pure Biofuels Corporation, a renewable fuel corporation in Houston, Texas. From April 1998 to December 2003, Mr. Orlando served as the Director of Emerging Markets Derivatives of Deutsche Bank, where he advised institutional and private clients including Appaloosa, GMO, Fidelity Investments, and Pacific Investment Management Company on strategies. From August 1995 to March 1997, Mr. Orlando served as a derivatives trader of J.P. Morgan. In 1995, Mr. Orlando received his bachelor’s degree in Mechanical Engineering and bachelor’s degree in Finance from Massachusetts Institute of Technology.
Andrey Novikov, 48
Chief Financial Officer
Mr. Novikov has been serving as a member of the Board of Directors at Qpagos (OTC: QPAG), a US-based provider of physical and virtual payment services in the Mexican Market, since April 2014. From January 2013 to October 2014, Mr. Novikov served as an advisor of QIWI PLC (NASDAQ: QIWI), a leading payment service provider in Russia, primarily responsible for the company’s international development and merger and acquisition transactions. From May 2008 to January 2014, Mr. Novikov served as a Vice President of QIWI PLC. He was also involved in strategic planning, budgeting, mergers and acquisitions, development of business plan, and attending Telecom conferences. From May 1999 to November 2007, Mr. Novikov served as the Deputy Director General of Bela Catarina Ltd., a Portuguese-Russian trading and manufacturing company, where he engaged in negotiations with foreign customers and partners, marketing in Russia and Belarus, and other business development and expansion activities. From June 1996 to May 1999, Mr. Novikov founded and managed Kvalitet Ltd., a trading company, where he was involved in business development and deliveries and sales technology. Mr. Novikov received a bachelor’s degree in Automated Systems of Technological Preparation of the Production from Moscow State University of Technology.
Board of Directors
Mr. Yubao Li, 36
Chairman of the Board of Directors
Mr. Li has been acting as the president of Hubei Academy of Science and Technology since July 2018, one of the key multi-disciplinary universities in Hubei. Since June 2018, Mr. Li has been serving as the Director of Photoproteins Research Centre at China’s Academy of Management Science, a research institute situated in Beijing where he supports innovation by defining the research focus of the group. Mr. Li has also been serving as officers and directors of several other entities, including as the Executive Director and General Manager of Hubei Teruiga Energy Co., Ltd, a new energy technology company, since November 2017, the Executive Director of Hubei Yuntong Energy Co., Ltd., a solar power and agriculture company, since April 2016, the Executive Director and General Manager of Hubei Yun Hong photovoltaic Co., Ltd., a solar power and agriculture company, since May 2016, the President of Hubei Yunhong Deren Tourism Co., Ltd., a tourism project developer, since May 2016 and the President of Yunhong Group Holdings Co., Ltd., a company engaged in the business of solar power construction and solar photovoltaic power generation, since 2013. In addition, in 2013, Mr. Li founded China Hubei Yunhong Energy Group Co., Ltd., a Chinese nutrition company operating in China and abroad, and he currently serves as the Chairman of its board of directors. In 2015, Mr. Li received his EMBA in Investment, Financing and Capital Strategy at Peking University.
Biqin Shao, 42 [Resigned 6/30/20]
Director
Ms. Shao has been serving as an accounting manager of Hubei Yunhong Energy Group Co., Ltd., a Chinese nutrition company, since April 2016. From September 2012 to December 2015, Ms. Shao served as the Financial Manager of Shenzhen Yongyoule Trading Co., Ltd., a trading company in China. From September 2008 to November 2012, Ms. Shao served as an accounting assistant of Huawei Technologies Co., Ltd., a multinational technology company. Ms. Shao received a bachelor’s degree in Accounting from Hubei Radio and TV University in China.
Hao Yang, 31 [Resigned 6/30/20]
Director
Mr. Yang has been serving as a consultant of Peking University since September 2019. Mr. Yang has over 11 years of experience in e-commerce and the internet of things. Mr. Yang has been serving as the Chairman and Chief Executive Officer of Beijing Chengdian Technology Co., Ltd., a company that integrates mobile internet into traditional businesses, since October 2015. The success of Beijing Chengdian Technology Co., Ltd. has led to the strategic partnerships with large high-tech corporations such as Baidu and Tencent. Mr. Yang received a bachelor’s degree in Computer Application Technology at Central University for Nationalities in 2011 and an EMBA at Peking University in 2016.
Seydou Bouda, 61
Director
Mr. Bouda has been serving as the Managing Director and the International Consultant of International Challenge Consulting and Advisory (ICCA), a consultancy firm engaged in consulting services with governments and businesses, since November 2018. Mr. Bouda has also been serving as a member of the Board of Directors of Société Générale Burkina Faso since July 2019. From November 2014 to October 2018, Mr. Bouda served as the Alternative Executive Director and then Executive Director of Africa Group II of World Bank Executive Board on behalf of Burkina Faso and 22 other African countries. From September 2011 to October 2014, Mr. Bouda served as the Ambassador Extraordinary and Plenipotentiary of Burkina Faso to the United States of America. From September 2008 to April 2011, Mr. Bouda served as the Minister of Health of Burkina Faso. Mr. Bouda served as the Minister of Civil Service and State Reform of Burkina Faso from June 2007 to September 2008. From June 2002 to June 2007, Mr. Bouda served as the Minister of Economy and Development of Burkina Faso. From November 2000 to May 2002, Mr. Bouda served as the Secretary General for the government and the Cabinet meetings of Burkina Faso. Mr. Bouda received his bachelor’s degree in Sociology and his master’s degree in Economics, Option Development Planning from University of Ouagadougou. Mr. Bouda also received a post-graduate diploma “Economist of Projects” from University of Montpellier I.
Wan Zhang, 32 [Appointed 6/30/20]
Director
Ms. Zhang has been serving as a Senior Manager at Taikang Bybo Dental Group since March 2020, leading its strategic planning and operations supervision. Prior to that, Ms. Zhang served as a Senior Manager at the Public Affairs Department of PKU Healthcare Group, an international enterprise in the healthcare industry, from June 2018 to August 2019, responsible for resource integration, project financing, policy research and strategic planning of the health sector. From May 2014 to May 2018, Ms. Zhang was a Manager and Board Secretary at Capital Healthcare Group, a state owned healthcare investment group. During her time at Capital Healthcare Group, she also served as Board Secretary and Assistant to Director of Operations at its subsidiary, Aiyuhua Women’s and Children’s Hospital. From November 2012 to March 2013, Ms. Zhang served as Assistant Board Secretary at Tsit Wing International Holdings Ltd., an international food and beverage service provider listed on Singapore Exchange [SGX:T26]. Prior to that, she was an auditor and Board Secretary of Hong Kong Albert YK Lau& Co Certified Public Accountants in Hong Kong from June 2010 to February 2012. Ms. Zhang received a bachelor’s degree from Wuhan University and a master’s degree from Lingnan University.
Baibing Li, 28 [Appointed 6/30/20]
Director
Ms. Li served as the Brand and Operation Director and Overseas Marketing Director of Huachuan (Shanghai) Trading Co., Ltd., an e-commerce company, from December 2017 to March 2020, responsible for brand negotiation, online B2B and B2C operation and daily management. Prior to that, from March 2016 to December 2017, Ms. Li was a member of the founding team of Hubei Yifuren Health Consulting Management Co., Ltd., a company focused on postpartum care and recovery, responsible for corporate strategy, financing and daily management. Form July 2014 to January 2016, she was a Budget Manager and Art Commissioner at Trade Union of China Construction Second Engineering Bureau, Shanghai Branch. Ms. Li received a bachelor’s degree from Hubei University of Technology and is currently pursuing an MBA degree at Wuhan University.
