Yunhong International

Substantial doubt about going concern is disclosed and tied to mandatory liquidation after May 18, 2021. With $64,520 of cash left the shell cannot fund itself: the February 10, 2021 three-month extension deposit of $690,000 was funded by a convertible promissory note from Ares Motor Works, the merger counterparty, not the sponsor. The filing also discloses that the trust was previously invested outside the trust agreement's requirements, producing a $565,000 shortfall the sponsor repaid on May 14, 2020 as a credit to paid-in capital.

Substantial doubt is stated outright and the only route past February 18, 2021 costs the sponsor $690,000 a quarter. This is the trust that took a $1,151,591 unrealised loss on impermissible exchange-traded funds earlier in 2020, remediated in May; the assets are still about 92% mutual and money market funds rather than the Treasuries most peers hold. Trust income was $9,423 for the quarter against $12,935 of fees charged to the trust, so the trust shrank slightly. Figures are as of September 30, 2020.

The unrealised mark became a realised loss, and the hole was filled by the sponsor rather than by the trust's own earnings - so the trust reached year end whole only because of a $565,000 capital contribution. Both the February 18 and November 18, 2021 dates are conditional on three separate $690,000 payments nobody is obliged to make. Detect-only: nothing was written to a trust, floor, deadline or status field.

This is the rare case where a trust below its deposited amount has a stated cause rather than being ambiguous: the funds were invested outside the Trust Agreement and fell in the March 2020 sell-off. At March 31, 2020 the trust was about $9.84 per public share against the $10.00 deposited, and the remedy came from the sponsor's pocket six weeks later, after the balance-sheet date. Nothing here was written to a trust, floor or price field - the $67,902,176 is an as-of figure that was already superseded when the filing was made.

The pro forma completes what the February 24 report left open. Class A shares subject to possible redemption rise from 5,350,908 to 6,219,408 and their carrying amount from $53,509,080 to $62,194,080; deferred underwriting rises to $2,415,000 and total assets to $69,819,742. Total shareholders' equity is held flat at $5,000,003 by a $315,000 reclassification out of shares subject to redemption, the note stating the entry exists to restore total equity above $5,000,001. The statement is unaudited and dated February 18 with adjustments, not a February 24 balance sheet.

Full exercise removed the forfeiture overhang: of 1,725,000 Class B founder shares, up to 225,000 were forfeitable and none now are. Exhibit 99.1's audited balance sheet is dated February 18 and so predates the over-allotment — $60,000,000 in trust, 5,350,908 Class A shares subject to redemption at $10.00, $2,100,000 deferred underwriting, $819,742 cash — so it does not reconcile to the report's $69,000,000; a pro forma balance sheet as of February 24 follows in a separate 8-K. The auditor's going-concern paragraph states the company winds down if no combination completes by February 18, 2021.