View:

As filed with the Securities and Exchange Commission on December 9, 2016

File No. 333-213061

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM S-4/A
(Amendment No. 3)

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

___________________

iFRESH INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

6770

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

7 Times Square, 37th floor,
New York, New York 10036
646-912-8918

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

___________________

Richard Xu
Executive Chairman of the Board and Chief Executive Officer
7 Times Square, 37
th floor,
New York, New York 10036
646-912-8918

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

___________________

Copies to:

Giovanni Caruso, Esq.
Lawrence Venick, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4866
Facsimile: (212) 937-3943

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after (i) this Registration Statement becomes effective, (ii) all other conditions to the merger of E-compass Acquisition Corp., an exempted company incorporated in the Cayman Islands (“E-compass”), into the Registrant, with the Registrant surviving and the merger of iFresh Merger Sub Inc. into NYM Holding, Inc. (“NYM”), a Delaware corporation, with the result that NYM becomes a wholly owned subsidiary of the Registrant, pursuant to the Acquisition Agreement attached as Appendix A to the Proxy Statement/Prospectus contained herein have been satisfied or, with respect to the share purchase only, waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

 

¨

 

 

 

Accelerated Filer

 

¨

Non-Accelerated Filer

 

¨

 

(Do not check if a smaller reporting company)

 

Smaller Reporting Company

 

x

 

CALCULATION OF REGISTRATION FEE

Title of Securities

 

Amount to Be
Registered
(3)(4)

 

Proposed
Maximum
Offering Price
Per Security
(1)

 

Proposed
Maximum
Aggregate
Offering
Price
(1)

 

Amount of
Registration
Fee

Units, each consisting of one Ordinary Share, par value $0.0001, and one Right entitling the holder to receive one-tenth (1/10) of an Ordinary Share

 

2,721,724

 

$

10.31

 

$

28,060,974

 

$

2,825.74

 

Ordinary Shares

 

2,588,276

 

$

10.20

 

$

26,400,415

 

$

2,658.52

 

Ordinary Shares underlying Units

 

2,721,724

 

 

 

 

 

 

(2)

Rights

 

1,588,276

 

$

0.44

 

$

698,841

 

$

70.37

 

Rights underlying Units

 

2,721,724

 

 

 

 

 

 

(2)

Ordinary Shares underlying Rights

 

431,000

 

$

10.20

 

$

4,396,200

 

$

442.70

 

Total Fee

 

 

 

 

 

 

 

 

 

$

5,997.33

(5)

____________

(1)      Based on the market price of the units, shares and rights of E-compass Acquisition Corp. on August 8, 2016 for the purpose of calculating the registration fee pursuant to rule 457(f)(1).

(2)      No fee pursuant to Rule 457(i).

(3)      Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)      The securities of the Registrant being registered will be exchanged on a one-for-one basis for securities of E-compass Acquisition Corp. in connection with the merger of E-compass Acquisition Corp. into the Registrant pursuant to which the current security holders of E-compass Acquisition Corp. will become security holders of the Registrant, and the Registrant will become a public company domiciled in the state of Delaware.

(5)      Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

 

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2016

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF E-COMPASS ACQUISITION CORP.
AND PROSPECTUS FOR COMMON STOCK, RIGHTS AND UNITS
OF iFRESH INC.

Proxy Statement/Prospectus dated December [•], 2016
and first mailed to shareholders on or about December [•], 2016

Dear Shareholders:

You are cordially invited to attend the extraordinary general meeting of E-compass’s shareholders. E-compass is a special purpose company incorporated on September 23, 2014 for the purpose of acquiring, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.”

Holders of E-compass’s ordinary shares will be asked to approve the merger agreement dated as of July 25, 2016, as amended, or the “Acquisition Agreement,” by and among E-compass, iFresh Inc., a Delaware corporation and a wholly-owned subsidiary of E-compass, or “iFresh,” iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh, or “Merger Sub,” NYM Holding, Inc., a Delaware corporation, or “NYM,” the shareholders of NYM, and Long Deng, as representative of the NYM shareholders, and the other related proposals. We refer to the shareholders of NYM as the NYM shareholders.

The issuance of shares of iFresh to the NYM shareholders is being consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by E-compass in the business combination is approximately $125 million (calculated as follows: (i) $5 million in cash, plus, (ii) 12,000,000 shares of common stock of iFresh to be issued to the NYM shareholders multiplied by $10.00 (the deemed value of the shares in the Acquisition Agreement). The transactions contemplated under the Acquisition Agreement relating to the business combination with NYM are referred to in this proxy statement/prospectus as the Business Combination. The transactions contemplated under the Acquisition Agreement pursuant to which E-compass will be reorganized into a Delaware company by E-compass merging with iFresh immediately prior to the consummation of the Business Combination, are referred to in this proxy statement/prospectus as the Redomestication.

As of March 31, 2016, there was approximately $40,851,104 in E-compass’s trust account, of which E-compass plans to withdraw the $51,104 interest to pay operating expenses before the shareholder meeting, or approximately $10.40 per outstanding ordinary share issued in E-compass’s initial public offering for the public shareholders except for the lead investor in the initial public offering, which purchased 2,000,000 units and agreed to waive $0.40 per ordinary shares in the event it seeks to convert such shares into cash held in the trust account. Our lead investor also agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, to vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,000,000 shares that exercise redemption rights. We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share. On December 12, 2016, the record date for the extraordinary general meeting of shareholders, the last sale price of E-compass’s ordinary shares was $[•].

Each shareholder’s vote is very important. Whether or not you plan to attend the E-compass extraordinary general meeting in person, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the E-compass special meeting. The proxy statement/prospectus constitutes a proxy statement of E-compass and a prospectus of iFresh for the securities of iFresh that will be issued to the securityholders of E-compass.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “RISK FACTORS” beginning on page 17.

E-compass’s board of directors unanimously recommends that E-compass shareholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Acquisition or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

 

 

Richard Xu

 

 

Chairman of the Board of Directors of

 

 

E-compass Acquisition Corp.

 

 

December 12, 2016

 

 

 

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about E-compass that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by E-compass with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

US Office (Principal Executive Office):

7 Times Square, 37th floor
New York, New York, 10036
Attn: Richard Xu
Telephone: 646-912-8918

If you would like to request documents, please do so no later than January 6, 2017 to receive them before E-compass’s extraordinary general meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about E-compass and NYM. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither E-compass nor NYM has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

         References to “we,” “us” or “our company” refers to E-compass Acquisition Corp. and its subsidiary iFresh Inc.

         References to “NYM” in this proxy statement/prospectus refer to NYM Holding, Inc.

         References to “US Dollars” and “$” refer to the legal currency of the United States.

 

E-COMPASS ACQUISITION CORP.

US Office (Principal Executive Office):
7 Times Square, 37
th floor
New York, New York, 10036
Telephone: 646-912-8918

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
E-COMPASS ACQUISITION CORP. SHAREHOLDERS
To Be Held on January 13, 2017

To E-compass Acquisition Corp. (“E-compass”) Shareholders:

An extraordinary general meeting of shareholders of E-compass, will be held at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York, 10154, on January 13, 2017, at 10:00 a.m. local time, for the following purposes:

1.       To approve the merger of E-compass with and into iFresh, its wholly-owned Delaware subsidiary, with iFresh surviving the merger. The merger will change E-compass’s place of incorporation from the Cayman Islands to Delaware. We refer to the merger as the Redomestication. This proposal is referred to as the Redomestication Proposal. Holders of E-compass’s ordinary shares as of the record date are entitled to vote on the Redomestication Proposal.

2.       To approve the authorization for iFresh’s board of directors to complete the merger of Merger Sub into NYM, resulting in NYM becoming a wholly owned subsidiary of iFresh, as provided for in the Acquisition Agreement, or the “Business Combination.” This proposal is referred to as the Business Combination Proposal. Holders of E-compass’s ordinary shares as of the record date are entitled to vote on the Business Combination Proposal.

3.       To approve the adjournment of the extraordinary general meeting in the event E-compass does not receive the requisite shareholder vote to approve either the Redomestication or the Business Combination. This proposal is called the Business Combination Adjournment Proposal.

As of December 12, 2016, there were 5,310,000 E-compass ordinary shares issued and outstanding and entitled to vote. Only E-compass ordinary shareholders who hold shares of record as of the close of business on December 12, 2016 are entitled to vote at the extraordinary general meeting or any adjournment of the extraordinary general meeting. This proxy statement is first being mailed to shareholders on or about December 15, 2016. Approval of Redomestication and the Business Combination will each require the affirmative vote of the holders of two-thirds of the shares present and entitled to vote at the extraordinary general meeting; provided, however, that if 3,500,000 or more of the ordinary shares purchased in the IPO demand redemption of their ordinary shares, then the Business Combination will not be completed. Attending the extraordinary general meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Redomestication and the Business Combination and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on the outcome of either of the Redomestication Proposal or the Business Combination Proposal.

E-compass currently has authorized share capital of 101,000,000 shares consisting of 100,000,000 ordinary shares with a par value of $0.0001 per share and 1,000,000 preferred shares with a par value of $0.0001 per share. iFresh has an authorized share capital of 100,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

Holders of E-compass’s ordinary shares will not be entitled to appraisal rights under Cayman Islands law in connection with either the Redomestication or the Business Combination.

Whether or not you plan to attend the extraordinary general meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the extraordinary general meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. You may revoke a proxy at any time before it is voted at the extraordinary general meeting by executing and returning a proxy card dated later than the previous one, by

 

attending the extraordinary general meeting in person and casting your vote by ballot or by submitting a written revocation to E-compass at E-compass Acquisition Corp., 7 Times Square, 37th floor, New York, New York, 10036, Attention: Richard Xu Telephone: 646-912-8918, that is received by us before we take the vote at the extraordinary general meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

E-compass’s board of directors unanimously recommends that E-compass shareholders vote “FOR” approval of each of the proposals.

By order of the Board of Directors,

 

 

 

Richard Xu

 

 

Chairman of the Board of Directors of

 

 

E-compass Acquisition Corp.

 

 

December 12, 2016

 

 

 

TABLE OF CONTENTS

 

 

PAGE

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR E-COMPASS
SHAREHOLDERS

 

1

DELIVERY OF DOCUMENTS TO E-COMPASS SHAREHOLDERS

 

7

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

8

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

16

RISK FACTORS

 

17

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

30

EXTRAORDINARY GENERAL MEETING OF E-COMPASS SHAREHOLDERS

 

32

THE BUSINESS COMBINATION PROPOSAL

 

38

THE ACQUISITION AGREEMENT

 

60

THE REDOMESTICATION PROPOSAL

 

63

THE BUSINESS COMBINATION ADJOURNMENT PROPOSAL

 

72

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF NYM HOLDING, INC.

 

73

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

74

COMPARATIVE SHARE INFORMATION

 

76

NYM HOLDING, INC.’S BUSINESS

 

84

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NYM HOLDING, INC.

 

104

OVERVIEW

 

104

SELECTED HISTORICAL FINANCIAL INFORMATION OF E-COMPASS

 

116

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

 

117

E-COMPASS BUSINESS

 

119

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

 

123

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

131

SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

133

CERTAIN TRANSACTIONS

 

134

DESCRIPTION OF E-COMPASS’S SECURITIES

 

138

DESCRIPTION OF THE COMBINED COMPANY’S SECURITIES FOLLOWING THE BUSINESS COMBINATION

 

142

EXPERTS

 

144

LEGAL MATTERS

 

144

SHAREHOLDER PROPOSALS AND OTHER MATTERS

 

144

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

144

INDEX TO FINANCIAL STATEMENTS

 

F-1

 

 

 

ANNEX A — ACQUISITION AGREEMENT

 

A-1

ANNEX B — OPTION AGREEMENT

 

B-1

ANNEX C — VOTING AGREEMENT

 

C-1

ANNEX D — FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF iFRESH INC.

 

D-1

ANNEX E — FORM OF AMENDED AND RESTATED BYLAWS OF iFRESH INC.

 

E-1

i

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR E-compass shareholders

Q:      What is the purpose of this document?

A:      E-compass Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands, or E-compass, and NYM Holding, Inc., a Delaware corporation, or NYM, have agreed to a business combination under the terms of a Merger Agreement, dated as of July 25, 2016, as amended, which we refer to as the Acquisition Agreement, by and among E-compass, iFresh Inc., a Delaware corporation and a wholly-owned subsidiary of E-compass, or “iFresh,” iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh, or “Merger Sub,” NYM Holding, Inc., a Delaware corporation, or “NYM,” the shareholders of NYM, and Long Deng, as representative of the NYM shareholders, and the other related proposals. The consummation of the transactions contemplated by the Acquisition Agreement pursuant to which E-compass will be merged with and into iFresh are referred to as the Redomestication and the proposal to approve the Redomestication is referred to as the Redomestication Proposal. The consummation of the transactions contemplated by the Acquisition Agreement relating to the business combination with NYM are referred to as the Business Combination and the proposal to approve the Business Combination is referred to as the Business Combination Proposal. The Acquisition Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

E-compass shareholders are being asked to consider and vote upon a proposal to adopt the Acquisition Agreement, pursuant to which, through a series of transactions, E-compass will be merged with and into iFresh, its wholly-owned Delaware subsidiary, with iFresh surviving the merger and NYM becoming a wholly-owned subsidiary of iFresh.

The ordinary shares that were issued in E-compass’s initial public offering, or the E-compass ordinary shares, each consist of one ordinary share of E-compass, par value $0.0001 per share, or an E-compass ordinary share, and one right to receive one-tenth (1/10) of an ordinary share on the consummation of an initial business combination, or an E-compass right. E-compass shareholders (except shareholders who are Founders or an officer or director of E-compass) will be entitled to redeem their E-compass ordinary shares for a pro rata share of the trust account (currently anticipated to be no less than approximately $10.40 per ordinary share for shareholders other than our lead investor, which will only be entitled to $10.00 per share) net of (i) taxes payable, and (ii) interest income earned on the trust account previously released to E-compass to fund its working capital and general corporate requirements in connection with the Business Combination.

The E-compass Units, E-compass Shares and E-compass Rights are currently listed on the Nasdaq Stock Market.

The approval of the Redomestication Proposal and the Business Combination Proposal by E-compass shareholders are cross-conditioned on the approval of each other. Unless both of these proposals are approved, neither of them will take effect.

This proxy statement/prospectus contains important information about the proposed Redomestication and Business Combination and the other matters to be acted upon at the extraordinary general meeting of E-compass shareholders. You should read it carefully.

Q:      What is being voted on?

A:      Below are the proposals on which E-compass shareholders are being asked to vote:

         To approve the merger of E-compass with and into iFresh, its wholly-owned Delaware subsidiary, with iFresh surviving the merger. The merger will change E-compass’s place of incorporation from the Cayman Islands to Delaware. We refer to the merger as the Redomestication. This proposal is referred to as the Redomestication Proposal and consists of the merger of E-compass into iFresh Inc. The Redomestication Proposal is cross-conditioned on the approval of the Business Combination Proposal. For details, see “The Redomestication Proposal” elsewhere in this proxy statement/prospectus.

         To approve the authorization for iFresh’s board of directors to complete the merger of Merger Sub into NYM, resulting in NYM becoming a wholly owned subsidiary of iFresh, as provided for in the

1

Acquisition Agreement, or the “Business Combination.” This proposal is referred to as the Business Combination Proposal. Holders of E-compass’s ordinary shares as of the record date are entitled to vote on the Business Combination Proposal.

         To approve the adjournment of the extraordinary general meeting in the event E-compass does not receive the requisite shareholder vote to approve either of the Redomestication or the Business Combination. This proposal is called the Business Combination Adjournment Proposal. For details, see “The Business Combination Adjournment Proposal.”

Q:      Are the proposals conditioned on one another?

A:      Yes. Each of the Redomestication Proposal and the Business Combination Proposal, as described below, are cross-conditioned upon the approval of each other. Therefore, both must be approved by the E-compass shareholders in order for any of these proposals to take effect. If any of the three proposals is not approved, the Business Combination will not be consummated and E-compass will liquidate and dissolve.

Q:      Do any of E-compass’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:      E-compass’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. You should keep in mind the following interests of E-compass’s directors and officers:

In October 2014, we issued an aggregate of 1,150,000 ordinary shares for a total of $25,000 in cash, at a purchase price of approximately $0.02 share, 150,000 of which were forfeited because the over-allotment option related to our initial public offering was not exercised. In addition, simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 310,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,100,000, to an affiliate of Richard Xu, the Company’s Chief Executive Officer. The Private Placement Units are identical to the Units sold in the IPO. In light of the amount of consideration paid for the foregoing securities, E-compass’s directors and officers will likely benefit from the completion of the Business Combination even if the Business Combination causes the market price of E-compass’s securities to significantly decrease. The likely benefit to E-compass’s directors and officers may influence their motivation for promoting the Business Combination and/or soliciting proxies for the approval of the Business Combination Proposal.

If E-compass does not consummate the Business Combination by February 18, 2017, E-compass will be required to dissolve and liquidate and the securities held by E-compass’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions.

Approval of each of the Redomestication Proposal and the Business Combination Proposal requires the affirmative vote of the holders of two-thirds of the issued and outstanding E-compass ordinary shares entitled to vote thereon as of the record date, present in person or represented by proxy, at the extraordinary meeting of E-compass shareholders. As of the record date of the extraordinary general meeting of E-compass shareholders, 1,310,000 shares held by the Initial Shareholders, or approximately 24.7% of the outstanding E-compass ordinary shares, would be voted in favor of each of the Redomestication Proposal and the Business Combination Proposal. In addition, the lead investor from our initial public offering has agreed to vote 1,000,000 of the shares purchased by him in in the initial public offering, or approximately 18.8% of the outstanding shares in favor of the Business Combination Proposal.

If E-compass liquidates prior to the consummation of a business combination, Richard Xu and Chen Liu have contractually agreed that they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Therefore, our directors and officers have a financial interest in consummating the Business Combination, thereby resulting in a conflict of interest.

2

In addition, the exercise of E-compass’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in E-compass shareholders’ best interests.

Q:      When and where is the extraordinary general meeting of E-compass shareholders?

A:      The extraordinary general meeting of E-compass shareholders will take place at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York, 10154, on January 13, 2017, at 10:00 a.m. local time.

Q:      Who may vote at the extraordinary general meeting of shareholders?

A:      Only holders of record of E-compass ordinary shares as of the close of business on December 12, 2016 may vote at the extraordinary general meeting of shareholders. As of December 12, 2016, there were 5,310,000 E-compass ordinary shares outstanding and entitled to vote. Please see “Extraordinary General Meeting of E-compass Shareholders — Record Date; Who is Entitled to Vote” for further information.

Q:      What is the quorum requirement for the extraordinary general meeting of shareholders?

A:      Shareholders representing one-third of the E-compass ordinary shares issued and outstanding as of the record date and entitled to vote at the extraordinary general meeting must be present in person or represented by proxy in order to hold the extraordinary general meeting and conduct business. This is called a quorum. E-compass ordinary shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, shareholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present.

Q:      What vote is required to approve the Proposals?

A:      Approval of the Business Combination will require the affirmative vote of at least two-thirds of the E-compass ordinary shares present and entitled to vote at the extraordinary general meeting; provided, however, that if 3,500,000 or more of the holders of E-compass ordinary shares exercise their redemption rights then the Business Combination will not be completed. However, our lead investor agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,500,000 shares that exercise redemption rights. We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share. Attendance at the extraordinary general meeting and abstentions and broker non-votes will have the same effect as a vote against the approval of the Business Combination Proposal. Approval of the Redomestication Proposal will require the affirmative vote of the holders of two-thirds of the E-compass ordinary shares outstanding present in person and by proxy. The Business Combination Adjournment Proposal will require the affirmative vote of the holders of two-thirds of the shares present in person and by proxy at the meeting.

Q:      How will the Initial Shareholders vote?

A:      E-compass’s initial shareholders, who as of December 12, 2016 owned 1,310,000 E-compass ordinary shares, or approximately 24.7% of the outstanding E-compass ordinary shares, have agreed to vote their respective ordinary shares acquired by them prior to the initial public offering in favor of the Business Combination Proposal and related proposals. E-compass’s initial shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Business Combination Proposal, the Redomestication Proposal and the Business Combination Adjournment Proposal. Although they currently have no intention to do so, the initial shareholders may purchase additional shares in the open market prior to the record date. In addition, the lead investor from our initial public offering has agreed to vote 1,000,000 of

3

the shares purchased by him in the initial public offering, or approximately 18.8% of the outstanding shares in favor of the Business Combination Proposal.

Q:      Am I required to vote against the Business Combination Proposal in order to have my ordinary shares redeemed?

A:      No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that E-compass redeem your E-compass ordinary shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of (i) taxes payable and (i) income on the trust account, previously released to E-compass to fund its working capital requirements). These rights to demand redemption of E-compass ordinary shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not completed, then holders of E-compass ordinary shares electing to exercise their redemption rights will not be entitled to receive such payments. In addition, E-compass’s Amended and Restated Memorandum and Articles of Association, or the E-compass charter, provides that an E-compass shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from seeking redemption rights in connection with the Business Combination with respect to more than an aggregate of 20% of the E-compass ordinary shares sold in the IPO.

Q:      How do I exercise my redemption rights?

A:      In order to exercise your redemption rights, you must vote for or against the Business Combination and mark the appropriate space on the applicable enclosed proxy card and providing physical or electronic delivery of your ordinary share certificates, as appropriate, prior to the extraordinary general meetings of E-compass shareholders.

Any request for redemption, once made, may be withdrawn at any time up to the date of the extraordinary general meeting of E-compass shareholders. The actual per share redemption price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of (i) taxes payable and (ii) interest income on the trust account, previously released to E-compass to fund its working capital requirements) divided by the number of ordinary shares sold in the IPO. Please see the section entitled “Extraordinary General Meetings of E-compass shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your E-compass ordinary shares for cash.

Q:      How can I vote?

A:      If you were a holder of record of E-compass ordinary shares on December 12, 2016, the record date for the extraordinary general meeting of E-compass shareholders, you may vote with respect to the applicable proposals in person at the extraordinary general meeting of E-compass shareholders, or by submitting a proxy by mail so that it is received prior to 9:00 a.m. on January 12, 2017, in accordance with the instructions provided to you under “Extraordinary General Meetings of E-compass shareholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of E-compass shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

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

A:      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.

4

E-compass believes the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal are non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Redomestication Proposal, the Business Combination Proposal or the Business Combination Adjournment Proposal. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” 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 E-compass shares in accordance with directions you provide.

Q:      What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:      E-compass will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for the purposes of determining whether a quorum is present at the extraordinary general meeting of E-compass shareholders. For purposes of approval, an abstention on the Business Combination Proposal or the Business Combination Adjournment Proposal will have the same effect as a vote “AGAINST” the proposal. Additionally, failure to elect to exercise your redemption rights will preclude you from having your ordinary shares redeemed for cash. In order to exercise your redemption rights, you must make an election on the applicable proxy card to redeem such E-compass ordinary shares or submit a request in writing to E-compass’s transfer agent at the address listed on page 64, and deliver your shares to E-compass’s transfer agent physically or electronically through DTC prior to the extraordinary general meeting of E-compass shareholders.

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

A:      Yes. You may change your vote at any time before your proxy is voted at the extraordinary general meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the extraordinary general meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the extraordinary general meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

7 Times Square, 37th floor
New York, New York, 10036
Telephone: 646-912-8918

Q:      Should I send in my share certificates now?

A:      Yes. E-compass shareholders who intend to have their ordinary shares redeemed, by electing to have those ordinary shares redeemed for cash on the proxy card, should send their certificates by the day prior to the extraordinary general meeting. Please see “Extraordinary General Meeting of E-compass Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:      When is the Business Combination expected to occur?

A:      Assuming the requisite shareholder approvals are received, E-compass expects that the Business Combination will occur no later than February 18, 2017.

Q:      May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:      No. Appraisal rights are not available to holders of E-compass ordinary shares in connection with the proposed Redomestication or the Business Combination. For additional information, see the sections entitled “Extraordinary General Meeting of E-compass Shareholders — Appraisal Rights.”

5

Q:      What happens if the Business Combination is not consummated?

A:      If E-compass does not consummate the Business Combination by February 18, 2017, then pursuant to Article 48 of its amended and restated memorandum and articles of association, E-compass’s officers must take all actions necessary in accordance with the Cayman Islands Companies Law (Revised) (referred to herein as the “Companies Law”) to dissolve and liquidate E-compass as soon as reasonably practicable. Following dissolution, E-compass will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of (i) taxes payable and (ii) interest income earned on the trust account previously released to E-compass to fund its working capital and general corporate requirements), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of E-compass ordinary shares who acquired such E-compass ordinary shares in E-compass’s IPO or in the aftermarket. If the Business Combination is not effected by February 18, 2017, the E-compass Rights will expire worthless. The estimated consideration that each E-compass ordinary share would be paid at liquidation would be approximately $10.40 per ordinary share for shareholders (other than our lead investor, which will only be entitled to $10.00 per share) based on amounts on deposit in the Trust Account as of March 31, 2016. The closing price of E-compass’s Ordinary share on the Nasdaq Stock Market as of December 12, 2016 was $_____ per E-compass ordinary share. E-compass’s Initial Shareholders waived the right to any liquidation distribution with respect to any E-compass ordinary shares held by them.

Q:      What happens to the funds deposited in the Trust Account following the Business Combination?

A:      Following the closing of the Business Combination, funds in the Trust Account will be released to E-compass. Holders of E-compass ordinary shares exercising redemption rights will receive their per ordinary share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of March 31, 2016, there was approximately $40,851,104 in E-compass’s Trust Account, of which E-compass plans to withdraw $51,104 of interest to pay operating expenses before the shareholder meeting. Approximately $10.40 per outstanding ordinary share issued in E-compass’s initial public offering will be paid to the public investors (except for the lead investor, which purchased 2,000,000 units and agreed to waive $0.40 per ordinary share in the event it seeks to convert such shares into cash held in the trust account). The amount in the Trust Account that will be used to fund the Business Combination and the expenses related to the transaction is expected to be approximately $500,000 (such expenses are estimated to include the following amounts: (i) legal fees of $300,000; (ii) consulting and other professional fees of $100,000; (iii) E-compass closing and accounting fees of $20,000; and (iv) insurance and other costs of $80,000) and the maximum amount that will be used if holders of up to 3,000,000 E-compass shares exercise their redemption rights will be approximately $30,800,000. Any funds remaining in the Trust Account after such uses will be used (i) for future working capital and other corporate purposes of the combined entity, and (ii) to repurchase 500,000 non-redeemable shares from our lead investor promptly after the closing of our business combination at a purchase price of $10.00 per share.

Q:      What will I receive in the Redomestication?

A:      In connection with the Redomestication, E-compass’s issued and outstanding share capital and equity interests will be converted as follows:

         Each E-compass ordinary share will be converted automatically into one share of common stock of iFresh (the “iFresh Common Stock”).

         Each E-compass Right will be converted into one substantially equivalent right (each an “iFresh Right”) to receive one-tenth (1/10) of a share of iFresh Common Stock on the consummation of the Business Combination.

         Each E-compass Unit will be converted automatically into one iFresh Unit consisting of one share of iFresh Common Stock and one iFresh Right (each an “iFresh Unit”).

         Each unit purchase option of E-compass will be converted into one substantially equivalent unit purchase option to purchase one iFresh Unit.

6

DELIVERY OF DOCUMENTS TO E-compass shareholders

Pursuant to the rules of the SEC, E-compass and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement/prospectus, unless E-compass has received contrary instructions from one or more of such shareholders. Upon written or oral request, E-compass will deliver a separate copy of the proxy statement/prospectus to any shareholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement/prospectus may likewise request that E-compass deliver single copies of the proxy statement/prospectus in the future. Shareholders may notify E-compass of their requests by contacting E-compass as follows:

E-compass Acquisition Corp.
7 Times Square, 37
th floor
New York, New York, 10036
Attn: Richard Xu
Telephone: 646-912-8918

7

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Acquisition Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Redomestication and Business Combination and your rights in the Redomestication and Business Combination. Unless the context otherwise requires, references to “E-compass,” “we,” “us” or “our” in this proxy statement/prospectus refers to E-compass Acquisition Corp., before the consummation of the Redomestication and Business Combination and to iFresh, including its consolidated subsidiaries, after the consummation of the Redomestication and Business Combination.

The Parties

E-compass

E-compass Acquisition Corp.
7 Times Square, 37th floor
New York, New York, 10036
Attn: Richard Xu
Telephone: 646-912-8918

E-compass Acquisition Corp., or E-compass, is a special purpose company incorporated under the laws of the Cayman Islands on September 23, 2014 as an exempted company with limited liability. E-compass was formed with the purpose of acquiring, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” E-compass intended to focus on acquiring an operating business with its primary operations located in the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region (but not Taiwan) (“China” or the “PRC”) operating in the e-commerce and consumer retail industry, but was not limited to a particular geographic region or industry.

E-compass completed its initial public offering (“Public Offering”) on August 18, 2015 of 4,000,000 units with each unit consisting of one ordinary share, par value $.0001 per share (“Ordinary Share”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of an initial business combination. Simultaneous with the consummation of the Public Offering, we consummated the private placement of 310,000 private Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,100,000. The Private Placement Units were purchased by Lodestar Investment Holdings I LLC (“Lodestar”), an affiliate of Richard Xu, our Chairman and Chief Executive Officer.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the Public Offering and private placement were $41,900,000, of which $40,800,000 was deposited into a trust account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of March 31, 2016 we have approximately $305,000 of unused net proceeds that were not deposited into the trust fund to pay future general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. As of March 31, 2016, there was $40,851,104 held in the trust fund (including $51,104 of accrued interest which we intend to withdraw to pay for Business Combination expenses).

E-compass’s units, shares and rights are each quoted on the Nasdaq Stock Market, under the symbols “ECACU,” “ECAC” and “ECACR,” respectively. Each of E-compass’s units consist of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share on the consummation of an initial business combination. E-compass’s units commenced trading on August 13, 2015. E-compass’s shares and rights commenced trading on November 25, 2015.

NYM Holding, Inc.

NYM Holding, Inc.
2-39 54th Ave
Long Island city, New York 11101
Telephone: 718-628-6200

8

NYM Holding, Inc. (“NYM”) is a fast growing Asian/Chinese grocery supermarket chain in the north-eastern U.S. providing food and other merchandise hard to find in mainstream grocery stores. Since NYM was formed in 1995, NYM has been targeting the Chinese and other Asian population in the U.S. with its in-depth cultural understanding of its target customer’s unique consumption habits. NYM currently has eight retail supermarkets across New York, Massachusetts and Florida, with in excess of 6,940,000 purchases in its stores in the fiscal year ended March 31, 2016. It also has two in-house wholesale businesses, Strong America Limited (“Strong America”) and New York Mart Group, Inc. (“NYMG”), covering more than 6,000 wholesale products and servicing both NYM retail supermarkets and over 1,000 external clients that range from wholesalers to retailing groceries and restaurants. NYM has a stable supply of food from farms in New Jersey and Florida, ensuring reliable supplies of the most popular vegetables, fruits and seafood. Its wholesale business and long term relationships with farms insulate NYM from supply interruptions and sales declines, allowing it to remain competitive even during difficult markets.

NYM plans to strategically expand along the I-95 corridor and its goal is to cover all states on the east coast. Although no agreements are in place, with additional capital support NYM hopes to acquire and open 4, 6 and 20 new stores by March 31, 2017, 2018 and 2019, respectively.

NYM’s business features the following characteristics that shape its leadership and success in the niche Asian Chinese grocery industry:

a.       Differentiated and difficult to substitute products to meet the need of Asian and Chinese customers

b.       Established merchandising system backed by in-house wholesale business and by long-standing relationships with farms

c.       In-house cooling system and unique hibernation technology developed during 20 years of experience to manage perishables, especially produce and seafood

d.       Capitalizing on economies of scale allowing strong negotiating power with upstream vendors, downstream customers and sizable competitors

e.       Proven and replicable track record of management, operation, acquisition and organic growth

NYM’s net sales were $131.2 million and $127.9 million for fiscal years ended March 31, 2016 and 2015, respectively. In terms of sales by category, perishables, including vegetables, seafood, meat, fruit and hot food, constituted approximately 60.2% of total annual sales for the fiscal year ended March 31, 2016. Vegetables and seafood in the aggregate constituted 36.3% of overall annual sales and 60.5% of the perishable sales, which speaks to the unique consumption habits of Asian and Chinese Americans. NYM’s net income was $3.6 million for the year ended March 31, 2016, an increase of $2.8 million or 370.0% from $0.8 million for the year ended March 31, 2015. Adjusted EBITDA was $8.4 million for the year ended March 31, 2016, an increase of $5.0 million or 147.5% from $3.4 million for the year ended March 31, 2015. For additional information on Adjusted EBITDA, See the section entitled “NYM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning on page 107.

The Redomestication, Business Combination and Acquisition Agreement

Redomestication to Delaware

E-compass, an exempted company incorporated in the Cayman Islands, will effect a merger in which it will merge with and into iFresh Inc., its wholly-owned Delaware subsidiary, with iFresh Inc. surviving the merger (the Redomestication). iFresh is a newly formed shell company formed for the purposes of effectuating the Business Combination. Its Chief Executive Officer and Secretary is Richard Xu, E-compass’s Chief Executive Officer and Director.

At the time of the Redomestication:

         Each E-compass ordinary share will be converted automatically into one share of common stock of iFresh (the “iFresh Common Stock”).

         Each E-compass Right will be converted into one substantially equivalent right (“iFresh Right”) to receive one-tenth (1/10) of a share of iFresh Common Stock on the consummation of the Business Combination.

9

         Each E-compass Unit will be converted automatically into one iFresh Unit consisting of one share of iFresh Common Stock and one iFresh Right (“iFresh Unit”).

         Each unit purchase option of E-compass will be converted into one substantially equivalent unit purchase option to purchase one iFresh Unit.

In connection with the Redomestication, E-compass will cease to exist and iFresh will be the surviving corporation. In connection therewith, iFresh will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of E-compass, including any and all agreements, covenants, duties and obligations of E-compass set forth in the Acquisition Agreement. For further information regarding the Acquisition Agreement, see “The Acquisition Agreement” elsewhere in this proxy statement/prospectus.

Business Combination with NYM; Business Combination Consideration

Immediately following the Redomestication, Merger Sub will merger with and into NYM, resulting in NYM becoming a wholly owned subsidiary of iFresh. The issuance of shares of iFresh to the post-Business Combination shareholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by E-compass in the business combination is approximately $125 million (calculated as follows: (i) $5 million in cash, plus, (ii) 12,000,000 shares of common stock of iFresh to be issued to the NYM shareholders multiplied by $10.00 (the deemed value of the shares in the Acquisition Agreement)).

After the Business Combination assuming no redemptions of ordinary shares for cash, E-compass’s current public shareholders will own approximately 22.6% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 7.8% of iFresh, and the former shareholders of NYM will own approximately 69.6% of iFresh. Assuming redemption by holders of 3,000,000 E-compass’s outstanding ordinary shares, E-compass public shareholders will own approximately 6.3% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 9.4% of iFresh, and the former shareholders of NYM will own approximately 84.3% of iFresh.

Each of the Redomestication Proposal and the Business Combination Proposal, as described below, is conditioned upon the approval of each other. Therefore, all three must be approved by shareholders in order for the Business Combination to be consummated. If any of the three proposals is not approved, the Business Combination will not be consummated and E-compass will liquidate and dissolve. Upon consummation of the Business Combination, NYM will be a wholly owned subsidiary of iFresh.

The Business Combination and the Acquisition Agreement comply with the terms described in E-compass’s Registration Statement on Form S-1 relating to its initial public offering. Furthermore, the consummation of the Business Combination is conditioned upon two-thirds of the ordinary shares voted by E-compass’s shareholders present and entitled to vote at the extraordinary general meeting voting in favor of the Business Combination and holders of less than 3,500,000 E-compass shares exercising their redemption rights, consistent with the disclosure set forth in E-compass’s initial public offering registration statement (the “S-1”). However, our lead investor agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,000,000 shares that exercise redemption rights. We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share.

Management

Effective the closing date, the board of directors of iFresh will consist of five members. The members will include Long Deng, Lilly Deng, Jianming You, and Xiangke Fang designated by NYM and Henry Chang-Yu Lee designated by E-compass, of whom Jianming You, Xiangke Fang and Henry Chang-Yu Lee will be independent directors. Long Deng will be the Chief Executive Officer and Chief Operating Officer of iFresh after the consummation of the Business Combination. See “Directors and Executive Officers after the Business Combination” elsewhere in this proxy statement/prospectus.

10

The Acquisition Agreement

On July 25, 2016, E-compass, iFresh, Merger Sub, NYM, the NYM shareholders, and the representative of the NYM shareholders entered into the Acquisition Agreement, pursuant to which E-compass will redomicile to Delaware and iFresh Merger Sub will merge into NYM resulting in NYM becoming a wholly owned subsidiary of iFresh. See “The Acquisition Agreement — Business Combination with NYM; Business Combination Consideration” for more detailed information.

The merger consideration consists of $5 million in cash and 12,000,000 shares of iFresh Common Stock.

Pursuant to the Acquisition Agreement, the Redomestication will not be consummated unless the Business Combination is also approved. Similarly, the Business Combination will not take place unless the Redomestication is also approved. Upon consummation of the Business Combination, NYM will be a wholly owned subsidiary of iFresh Inc.

Consummation of the Acquisition Agreement is conditioned on, among other things, (a) holders of two-thirds of E-compass’s shareholders present and entitled to vote at the extraordinary general meeting approving the Business Combination in accordance with its Amended and Restated Memorandum and Articles of Association; (b) the absence of any proceeding pending or threatened to enjoin or otherwise restrict the acquisition and (c) the representations and warranties of the other parties being true on and as of the closing date of the Acquisition Agreement, and compliance with all required covenants in the Acquisition Agreement. To the knowledge of the parties to the Business Combination, none of the events in (b) or (c) above have occurred.

The obligations of E-compass to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above, are conditioned upon each of the following (none of which have been satisfied as of the date hereof), among other things:

         there having been no material adverse effect to NYM’s business; and

         iFresh receiving a legal opinion from NYM’s counsel.

The obligations of NYM to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above, are conditioned upon each of the following (none of which have been satisfied as of the date hereof), among other things:

         E-compass raising no less than $15 million of debt financing on terms reasonably acceptable to NYM.

Although E-compass is only obligated to obtain $15 million of debt financing, E-Compass and NYM are actually trying to obtain $25 million in debt financing to better meet NYM’s long-term needs. No definitive agreement with respect to the debt financing has been entered into by either E-Compass or NYM.

See “The Acquisition Agreement — Conditions to Closing” for more details.

Other Agreements Relating to the Business Combination

Voting Agreement

In connection with the Acquisition, iFresh, the NYM shareholders and certain shareholders of E-compass will enter into a Voting Agreement to set forth their agreements and understandings with respect to how shares of iFresh common stock held by them will be voted on in connection with, and following, the transactions contemplated by the Acquisition Agreement. The parties will agree to vote their shares of iFresh common stock as necessary to ensure that the size of the Board of Directors of iFresh after the consummation of the Redomestication and Business Combination will be five members until two years after the closing of the Business Combination. The parties will also agree to vote their shares of iFresh common stock to ensure the election of one member of the Board of Directors of iFresh designated by the E-compass shareholders party to the agreement, who shall initially be Henry Chang-Yu Lee, and four members designated by the NYM shareholders, of which two designees shall qualify as an independent director pursuant to the rules of any stock exchange on which iFresh may be listed. A copy of the Voting Agreement is attached to this proxy statement/prospectus as Annex C.

11

Option Agreement

In connection with the Acquisition, iFresh and Long Deng will enter into an option agreement pursuant to which iFresh has the option, but not the obligation, to purchase four additional supermarkets (the “Option Companies”) from Mr. Deng on or prior to March 31, 2017. iFresh has the ability to exercise the option in installments. The option price for each Option Company is $2.5 million in cash minus any liabilities owed to iFresh or any of its subsidiaries by the applicable Option Company as of the closing date. Three of the four stores have been operated for years and one will be opened by the end of 2016. A copy of the Option Agreement is attached to this proxy statement/prospectus as Annex B.

Registration Rights Agreement

In connection with the Acquisition, iFresh and the NYM shareholders will enter into a Registration Rights Agreement to provide for the registration of the common stock being issued to the NYM shareholders in connection with the Business Combination. The NYM shareholders will be entitled to “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination. iFresh will bear the expenses incurred in connection with the filing of any such registration statements.

Recommendations of the Boards of Directors and Reasons for the Redomestication and Business Combination

After careful consideration of the terms and conditions of the Acquisition Agreement, the board of directors of E-compass has determined that the Redomestication, the Business Combination and the transactions contemplated thereby are fair to and in the best interests of E-compass and its shareholders. In reaching its decision with respect to the Redomestication and Business Combination and the transactions contemplated thereby, the board of directors of E-compass reviewed various industry and financial data and the due diligence and evaluation materials provided by NYM. The board of directors did not obtain a fairness opinion on which to base its assessment. E-compass’s board of directors recommends that E-compass shareholders vote:

         FOR the Redomestication Proposal;

         FOR the Business Combination Proposal; and

         FOR the Business Combination Adjournment Proposal.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of E-compass’s board of directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that E-compass’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

         If the proposed Business Combination is not completed by February 18, 2017, E-compass will be required to liquidate. In such event, the 1,000,000 E-compass ordinary shares held by E-compass officers, directors and affiliates, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless, as will the 310,000 Units that were acquired by Lodestar prior to the IPO for an aggregate purchase price of $3,100,000. Such ordinary shares and units had an aggregate market value of approximately $_________ based on the closing price of E-compass’s ordinary shares of $_____ and E-compass’s rights $_____, on the Nasdaq Stock Market as of December 12, 2016;

         Unless E-compass consummates the Business Combination, its officers, directors and initial shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As a result, the financial interest of E-compass’s officers, directors and Initial Shareholders or their affiliates could influence its officers’ and directors’ motivation in selecting NYM as a target and therefore there may be a conflict of interest when it determined that the Business Combination is in the shareholders’ best interest;

         Richard Xu and Chen Liu have contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money

12

by E-compass for services rendered or contracted for or products sold to it. Therefore, E-compass’s initial shareholders have a financial interest in consummating a business combination, thereby resulting in a conflict of interest. E-compass’s Initial Shareholders or their affiliates could influence our officers’ and directors’ motivation in selecting a target business and therefore there may be a conflict of interest when determining whether the Business Combination is in the shareholders’ best interest;

         If the Business Combination with NYM is completed, Henry Chang-Yu Lee will serve as a director of iFresh and NYM will designate four members to the Board of Directors of iFresh; and

         In addition, the exercise of E-compass’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

Voting Securities

As of December 12, 2016, there were 5,310,000 E-compass ordinary shares issued and outstanding. Only E-compass shareholders who hold ordinary shares of record as of the close of business on December 12, 2016 are entitled to vote at the extraordinary general meeting of shareholders or any adjournment of the extraordinary general meeting. Approval of the Redomestication Proposal and the Business Combination Proposal require the affirmative vote of two-thirds of the issued and outstanding E-compass ordinary shares entitled to vote thereon as of the record date present in person or represented by proxy at the extraordinary general meeting. Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal. Broker non-votes will be considered present for the purposes of establishing a quorum, but not eligible to vote the applicable proposal. A broker non-vote will have no effect on the Redomestication Proposal, the Business Combination Proposal or the Business Combination Adjournment Proposal.

As of December 12, 2016, E-compass’s initial shareholders, either directly or beneficially, owned and were entitled to vote 1,310,000 ordinary shares, or approximately 24.7% of E-compass’s outstanding ordinary shares. With respect to the Business Combination, E-compass’s initial shareholders have agreed to vote their respective E-compass ordinary shares acquired by them in favor of the Business Combination Proposal and related proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other proposals although there is no agreement in place with respect to these proposals. In addition, the lead investor from our initial public offering has agreed to vote 1,000,000 of the shares purchased by him in in the initial public offering, or approximately 18.8% of the outstanding shares in favor of the Business Combination Proposal.

Appraisal Rights

Holders of E-compass ordinary shares are not entitled to appraisal rights under the Companies Law.

Emerging Growth Company

Each of E-compass, iFresh and NYM is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act). It is anticipated that after the consummation of the transactions, iFresh will continue to be an “emerging growth company.” As an emerging growth company, iFresh will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Each of E-compass, iFresh and NYM have elected not to opt out of such extended transition period, which means that when a standard is

13

issued or revised and it has different application dates for public or private companies, iFresh, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of iFresh’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

iFresh could remain an emerging growth company until the last day of its fiscal year following August 18, 2020 (the fifth anniversary of the consummation of its predecessor’s initial public offering). However, if iFresh’s non-convertible debt issued within a three-year period or its total revenues exceed $1 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, iFresh would cease to be an emerging growth company as of the following fiscal year.

Material U.S. Federal Income Tax Consequences

The Redomestication should qualify as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). However, due to the absence of guidance directly on point on how the provisions of Section 368(a) apply in the case of a merger of corporations with no active business and only investment-type assets, this result is not entirely free from doubt. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

If the Redomestication qualifies as a reorganization under Section 368(a), except as otherwise provided below in the sections entitled “Material U.S. Federal Income Tax Consequences — PFIC Considerations” and “Material U.S. Federal Income Tax Consequences — Effect of Section 367,” a U.S. Holder of E-compass securities should not recognize gain or loss upon the exchange of its E-compass securities solely for iFresh securities pursuant to the Redomestication. A U.S. Holder’s aggregate tax basis in the iFresh securities received in connection with the Redomestication should be the same as his aggregate tax basis in the E-compass securities surrendered in the transaction, increased by any amount included in the income of such U.S. Holder on such transaction under the PFIC rules or Section 367(b) of the Code. See the discussion under “Material U.S. Federal Income Tax Consequences — PFIC Considerations” and “Material U.S. Federal Income Tax Consequences — Effect of Section 367,” below. The U.S. Holder’s the holding period of the iFresh securities received in the Redomestication generally should include the holding period of the E-compass securities surrendered in the Redomestication.

If the Redomestication fails to qualify as a reorganization under Section 368(a), a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences — General” below) of E-compass securities generally would recognize gain or loss with respect to its E-compass securities in an amount equal to the difference, if any, between the U.S. Holder’s adjusted tax basis in its E-compass securities and the fair market value of the corresponding iFresh securities received in the Redomestication. In such event, the U.S. Holder’s basis in the iFresh securities would be equal to their fair market value, and such U.S. Holder’s holding period for the iFresh securities would begin on the day following the date of the Redomestication.

See “Material U.S. Federal Tax Consequences” below for further discussion of these and other tax consequences.

Anticipated Accounting Treatment

The Business Combination will be treated by E-compass as a reverse Business Combination under the acquisition method of accounting in accordance with GAAP. For accounting purposes, NYM is considered to be acquiring E-compass in this transaction. Therefore, the aggregate consideration paid in connection with the Business Combination will be allocated to E-compass tangible and intangible assets and liabilities based on their fair values. The assets and liabilities and results of operations of E-compass will be consolidated into the results of operations of NYM as of the completion of the Business Combination.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Acquisition Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976, except for filings with the State of Delaware and the Cayman Islands Government necessary to effectuate the transactions contemplated by the Acquisition Agreement.

14

NYM HOLDING, INC. SUMMARY FINANCIAL INFORMATION

The data below as for the six months ended September 30, 2016 and 2015, the years ended March 31, 2016 and 2015 has been derived from NYM’s unaudited consolidated financial statements for such periods and audited consolidated financial statements for such years, which are included in this prospectus/proxy statement.

The information presented below should be read in conjunction with “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and NYM’s audited and unaudited financial statements and notes thereto included elsewhere in this prospectus/proxy statement.

 

 

For The Six Months Ended
September 30,

 

For the Year Ended March 31,

 

 

2016

 

2015

 

2016

 

2015

Net sales-third parties

 

$

58,547,631

 

 

$

60,768,776

 

 

$

125,021,947

 

 

$

122,611,592

 

Net sales-related parties

 

 

3,629,161

 

 

 

2,720,634

 

 

 

6,203,277

 

 

 

5,297,283

 

Total Sales

 

 

62,176,792

 

 

 

63,489,410

 

 

 

131,225,224

 

 

 

127,908,875

 

Cost of sales

 

 

45,840,542

 

 

 

47,227,109

 

 

 

97,259,250

 

 

 

99,835,757

 

Occupancy costs

 

 

3,605,453

 

 

 

3,540,743

 

 

 

7,367,155

 

 

 

6,736,033

 

Gross Profit

 

 

12,730,797

 

 

 

12,721,558

 

 

 

26,598,819

 

 

 

21,337,085

 

Selling, general and administrative expenses

 

 

12,356,026

 

 

 

10,055,567

 

 

 

20,718,062

 

 

 

20,167,247

 

Income from operations

 

 

374,771

 

 

 

2,665,991

 

 

 

5,880,757

 

 

 

1,169,838

 

Interest expense

 

 

(90,292

)

 

 

(108,451

)

 

 

(215,494

)

 

 

(227,889

)

Other income

 

 

508,441

 

 

 

428,102

 

 

 

992,620

 

 

 

807,002

 

Income before income tax provision

 

 

792,920

 

 

 

2,985,642

 

 

 

6,657,883

 

 

 

1,748,951

 

Income tax provision

 

 

356,814

 

 

 

1,343,539

 

 

 

3,016,874

 

 

 

974,222

 

Net income

 

$

436,106

 

 

$

1,642,103

 

 

$

3,641,009

 

 

$

774,729

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flow provided by operating activities

 

$

2,917,448

 

 

$

3,232,692

 

 

$

8,018,462

 

 

$

2,489,798

 

Net cash flow used in investing activities

 

$

(3,053,513

)

 

$

(2,631,230

)

 

$

(7,329,227

)

 

$

(824,423

)

Net cash provided by financing activities

 

$

262,927

 

 

$

(515,073

)

 

$

(632,191

)

 

$

(1,962,913

)

 

 

 

September 30,

 

March 31,

Balance Sheet Data:

 

2016

 

2015

 

2016

 

2015

Cash

 

$

678,644

 

$

581,127

 

$

551,782

 

$

494,738

Total assets

 

$

31,510,696

 

$

26,025,194

 

$

28,537,674

 

$

25,379,700

Total liabilities

 

$

25,962,964

 

$

22,912,474

 

$

23,426,048

 

$

23,909,083

Total shareholders’ equity

 

$

5,547,732

 

$

3,112,720

 

$

5,111,626

 

$

1,470,617

15

PRICE RANGE OF SECURITIES AND DIVIDENDS

E-compass’s units, shares and rights are each quoted on the Nasdaq Stock Market, under the symbols “ECACU,” “ECAC” and “ECACR,” respectively. Each of E-compass’s units consist of one ordinary share and one right to acquire 1/10 of an ordinary share of E-compass. E-compass’s units commenced trading on August 13, 2015. E-compass’s shares and rights commenced trading on November 25, 2015.

The table below sets forth the high and low bid prices of E-compass’s ordinary shares, rights, and units as reported on the Nasdaq Stock Market for the period from November 25, 2015 (the date on which our ordinary shares and rights were first quoted on the Nasdaq Stock Market) through July 28, 2016 and for the period from August 13, 2015 (the date on which our units were first quoted on the Nasdaq Stock Market) through July 28, 2016.

 

 

Units

 

Ordinary Shares

 

Rights

 

 

High

 

Low

 

High

 

Low

 

High

 

Low

Quarter ended:

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016*

 

12.48

 

10.28

 

10.17

 

10.15

 

0.26

 

0.26

June 30, 2016

 

10.32

 

10.20

 

10.20

 

10.05

 

0.26

 

0.24

March 31, 2016

 

10.20

 

10.00

 

10.02

 

9.95

 

0.25

 

0.20

Period ended:

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

10.75

 

10.00

 

9.95

 

9.82

 

0.18

 

0.15

September 30, 2015

 

10.15

 

10.00

 

 

 

 

____________

*         Through July 28, 2016

E-compass has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon E-compass’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of its then board of directors. It is the present intention of E-compass’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, E-compass’s board does not anticipate declaring any dividends in the foreseeable future.

NYM’s securities are not publicly traded.

16

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making a decision on the Acquisition.

Risks Related to NYM’s Business

The following risk factors apply to the business and operations of NYM, as well as to the business and operations of NYM following the completion of the Business Combination. Any of the risk factors described below could significantly and adversely affect NYM’s business, prospects, sales, revenues, gross profit, cash flows, financial condition, and results of operations.

NYM’s continued growth depends on new store acquisitions and openings and on increasing same store sales, and NYM’s failure to achieve these goals could negatively impact its results of operations and financial condition.

NYM’s growth strategy depends, in large part, on acquiring and opening new stores in existing and new areas and operating those stores successfully. Successful implementation of this strategy is dependent on sufficient capital support from financing, finding suitable stores to acquire, identifying suitable locations and negotiating acceptable lease terms for store sites, as it faces competition from other retailers for such sites. There can be no assurance that NYM will continue to grow through new store acquisitions and openings. NYM may not be able to obtain sufficient capital support for the expansion plan, or successfully implement the plan to acquire or open new stores timely or within budget or operate them successfully, and there can be no assurance that store acquisition or opening costs for, net sales of, contribution margin of and average payback period on initial investment for new stores will conform to NYM’s operating model discussed elsewhere in this Registration Statement. Lower contribution margins from new stores, along with the impact of related store acquisition, opening and store management relocation costs, may have an adverse effect on NYM’s financial condition and operating results. In addition, if NYM acquires stores in the future, it may not be able to successfully integrate those stores into its existing store base and those stores may not be as profitable as its existing stores.

Also, NYM may not be able to successfully hire, train and retain new store employees or integrate those employees into the programs, policies and culture of NYM. NYM or its third party vendors may not be able to adapt its distribution, management and other operating systems to adequately supply products to new stores at competitive prices so that it can operate the stores in a successful and profitable manner. NYM may not have the level of cash flow or financing necessary to support its growth strategy.

Additionally, NYM’s acquisition and opening of new stores will place increased demands on its operational, managerial and administrative resources. These increased demands could cause NYM to operate its existing business less effectively, which in turn could cause a deterioration in the financial performance of NYM’s existing stores. If NYM experiences a decline in performance, it may slow or discontinue store openings, or may decide to close stores that it is unable to operate in a profitable manner.

Additionally, some of NYM’s new stores may be located in areas where it has little experience or a lack of brand recognition. Those markets may have different competitive conditions, market conditions, consumer tastes and discretionary spending patterns than NYM’s existing markets, which may cause these new stores to be less successful than stores in NYM’s existing markets.

NYM’s operating results and stock price will be adversely affected if it fails to implement its growth strategy or if it invests resources in a growth strategy that ultimately proves unsuccessful.

NYM’s newly opened stores may negatively impact its financial results in the short-term and may not achieve sales and operating levels consistent with NYM’s mature store base on a timely basis or at all.

NYM has actively pursued new store growth and plans to continue doing so in the future. NYM cannot assure you that its new store acquisitions or openings will be successful or result in greater sales and profitability. New store openings may negatively impact NYM’s financial results in the short-term due to the effect of store opening costs and lower sales and contribution margin during the initial period following opening. New stores build their sales volume and their customer base over time and, as a result, generally have lower margins and higher operating expenses, as a percentage of net sales, than NYM’s more mature stores. A new store can take more than a year to achieve a level of operating performance comparable to NYM’s similarly existing stores. Further, NYM has experienced in the past, and

17

expects to experience in the future, some sales volume transfer from its existing stores to its new stores as some of NYM’s existing customers switch to new, closer locations. As a result, part of the increase of the overall sales to NYM arising from a new store opening or a store acquisition may be offset by the “sales volume transfer” phenomena.

The competition from competitors may increase intensively in the future.

Food retail is a large and highly competitive industry. However, NYM believes that the market participants in the Chinese supermarket industry are highly fragmented and immature. Currently, NYM faces competition from smaller or dispersed competitors focusing on the niche market of Chinese consumers. However, with the rapid growth of the Chinese and other Asian population and their consumption power, other competitors may also begin operating in this niche market in the future. Those competitors include: (i) national conventional supermarkets, (ii) regional supermarkets, (iii) national superstores, (iv) alternative food retailers, (v) local foods stores, (vi) small specialty stores, and (vii) farmers’ markets.

The national and regional supermarket chains are experienced in operating multiple stores locations, expanding management and they have greater marketing or financial resources than NYM does. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. On the contrary, the local food stores and markets are small in size with a deep understanding of local preferences, but their lack of scale results in high risk and limited growth potential.

If more and more competitors devote into this market segment aiming to serve Chinese and other Asian customers in the future, the competition will increase. NYM’s operating results may be negatively impacted through a loss of sales, reduction in margin from competitive price changes and/or greater operating costs such as marketing, due to the increase of competition.

NYM relies on a combination of product offerings, customer service, store format, location and pricing to compete.

NYM competes with other food retailers on a combination of factors, primarily product selection and quality, customer service, store layout and decoration, location and price. NYM’s success depends on its ability to offer products that appeal to its customers’ preferences. Failure to offer such products, or to accurately forecast changing customer preferences, could lead to a decrease in the number of customer transactions at NYM’s stores and in the amount customers spend at NYM’s stores.

Pricing in particular is a significant driver of consumer choice in NYM’s industry and NYM expects competitors to continue to apply pricing and other competitive pressures. To the extent that NYM’s competitors lower prices, its ability to maintain gross profit margins and sales levels may be negatively impacted. Some of NYM’s competitors may have greater resources than it does. These competitors could use these advantages to take measures, including reducing prices, which could adversely affect NYM’s competitive position, financial condition and results of operations.

If NYM does not succeed in offering attractively priced products that consumers intend to purchase or are unable to provide a convenient and appealing shopping experience, NYM’s sales, operating margins and market share may decrease, resulting in reduced profitability.

Economic conditions that impact consumer spending could materially affect NYM’s business.

Ongoing economic uncertainty continues to negatively affect consumer confidence and discretionary spending. NYM’s operating results may be materially affected by changes in economic conditions nationwide or in the regions in which NYM operates that impact consumer confidence and spending, including discretionary spending. This risk may be exacerbated if customers choose lower-cost alternatives to NYM’s product offerings in response to economic conditions. In particular, a decrease in discretionary spending could adversely impact sales of certain of NYM’s higher margin product offerings. Future economic conditions affecting disposable consumer income, such as employment levels, business conditions, changes in housing market conditions, the availability of consumer credit, interest rates, tax rates and fuel and energy costs, could reduce overall consumer spending or cause consumers to shift their spending to lower-priced competitors. In addition, inflation or deflation can impact NYM’s business. Food deflation could reduce sales growth and earnings, while food inflation, combined with reduced consumer spending, could reduce gross profit margins. As a result, NYM’s results of operations could be materially adversely affected.

18

NYM’s existing stores are mainly located in Northeastern American metropolitan areas. The geographic concentration of its stores creates an exposure to the economy of the Northeastern United States and any downturn in this region could materially adversely affect NYM’s financial condition and results of operations.

Perishable products make up a significant portion of NYM’s sales, and ordering errors or product supply disruptions may have an adverse effect on NYM’s profitability and operating results.

NYM has a significant focus on perishable products. Sales of perishable products accounted for approximately 60.2% of NYM’s net sales in fiscal year ended March 31, 2016. NYM has self-owned wholesale facilities and stable supply relationship with farm partners, which significantly reduces ordering errors and product disruption. However, NYM still relies on various suppliers and vendors to provide and deliver its product inventory on a continuous basis. NYM could suffer significant perishable product inventory losses in the event of the loss of a major supplier or vendor, disruption of its supply chain, extended power outages, natural disasters or other catastrophic occurrences. While NYM has implemented certain systems to ensure that its ordering is in line with demand, it cannot assure you that its ordering systems will always work efficiently, in particular in connection with the new additional stores, which have no, or a limited, ordering history. If NYM were to over-order, it could suffer inventory losses, which would negatively impact its operating results.

Interruption of exclusive distribution of brands or imports relating to NYM’s wholesale operations may adversely impact NYM’s financial conditions and operating results.

NYM conducts wholesale business through its two subsidiaries, Strong America and NYMG, which enables NYM to have stronger negotiating power with vendors as well as a way to source products from China, Thailand and Taiwan to its own retail stores. Strong America is also the exclusive distributor of nine famous oversea brands. If NYM can’t renew its exclusive distribution contracts relating to those brands, NYM’s sales, both retail and wholesale, may be adversely affected. Furthermore, importing products from other countries is subject to the impact of various international factors, including international trading polices, shipping costs, currency fluctuations, tariffs and customs procedures for imports, which may affect the supply and purchase prices of the products to be imported by NYM’s wholesale distributors and sold by them to NYM. If NYM fails to obtain or maintain a sustainable supply of these products from its vendors, its financial conditions and operating results will be adversely impacted.

The operation of new stores and online sales may cannibalize sales in NYM’s stores and its financial results can be affected by economic and competitive conditions in this area.

All of NYM’s existing stores are located in the Northeastern United States and it intends to grow its store base in this area. New stores are expected to be opened in the Greater New York City and Boston metropolitan areas. As NYM opens new stores in closer proximity to its customers who currently travel longer distances to shop at NYM’s stores, NYM expects some of these customers to take advantage of the convenience of NYM’s new locations. Simultaneously, NYM will develop online sales to cover the customers living in a 2.5-hour drive radius, which may satisfy the demand from those Chinese customers living in the suburbs.

Some sales volume may transfer from NYM’s existing stores to its new stores as some of its existing customers switch to these new, closer locations, or convenient online shopping. Consequently, NYM’s new stores and online sales may adversely impact sales at NYM’s existing stores.

Disruption of relationships with vendors could negatively affect NYM’s business.

NYM Purchases vegetables and fruits directly from farms and other vendors and maintains stable relationships with the vendors to ensure reliable supplies of popular seasonal Chinese specialty of vegetables and fruits. NYM also depends on third-party suppliers for exclusive third-party brands. The cancellation of NYM’s supply arrangement with any of its suppliers or the disruption, delay or inability in supply from its suppliers could adversely affect NYM’s sales. If NYM’s suppliers fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. NYM cannot assure you that it would be able to find replacement suppliers on commercially reasonable terms.

NYM may be unable to protect or maintain its intellectual property, which could result in customer confusion, a negative perception of its brand and adversely affect its business.

NYM believes that its intellectual property has substantial value and has contributed significantly to the success of NYM’s business. In particular, NYM’s trademarks, including New York Mart, are valuable assets that reinforce NYM’s customers’ favorable perception of its stores.

19

From time to time, third parties have used names similar to NYM’s, have applied to register trademarks similar to NYM’s and, as NYM believes, have infringed or misappropriated NYM’s intellectual property rights. NYM responds to these actions on a case-by-case basis, including, where appropriate, by sending cease and desist letters and commencing opposition actions and litigation. The outcomes of these actions have included both negotiated out-of-court settlements as well as litigation. NYM cannot assure you that the steps it has taken to protect its intellectual property rights are adequate, that its intellectual property rights can be successfully defended and asserted in the future or that third parties will not infringe upon or misappropriate any such rights. In addition, NYM’s trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect NYM’s trademark rights could prevent NYM in the future from challenging third parties who use names and logos similar to NYM’s trademarks, which may in turn cause consumer confusion or negatively affect consumers’ perception of NYM’s brand and products, and eventually adversely affect NYM’s sales and profitability. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether NYM is successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject NYM to liabilities, force NYM to cease use of certain trademarks or other intellectual property or force NYM to enter into licenses with others. Any one of these occurrences may have a material adverse effect on NYM’s business, results of operations and financial condition.

If NYM experiences a data security breach and confidential customer information is disclosed, NYM may be subject to penalties and experience negative publicity, which could affect NYM’s customer relationships and have a material adverse effect on its business.

NYM and its customers could suffer harm if customer information was accessed by third parties due to a security failure in NYM’s systems. The collection of data and processing of transactions requires NYM to receive, transmit and store a large amount of personally identifiable and transaction related data. This type of data is subject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security. If some of the current proposals are adopted, NYM may be subject to more extensive requirements to protect the customer information that it processes in connection with the purchases of NYM’s products. NYM may become exposed to potential liability with respect to the data that it collects, manages and processes, and may incur legal costs if its information security policies and procedures are not effective or if it is required to defend its methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to NYM’s methods of handling personal data could adversely affect its business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating to such developments. Additionally, if NYM suffers data breaches, one or more of the credit card processing companies that it relies on may refuse to allow it to continue to participate in their network, which would limit NYM’s ability to accept credit cards at its stores and could adversely affect its business, results of operations, financial condition and cash flows.

Data theft, information espionage or other criminal activity directed at the retail industry or computer or communications systems may materially adversely affect NYM’s business by causing NYM to implement costly security measures in recognition of actual or potential threats, by requiring NYM to expend significant time and expense developing, maintaining or upgrading its information technology systems and by causing it to incur significant costs to reimburse third parties for damages. Such activities may also materially adversely affect NYM’s financial condition, results of operations and cash flows by reducing consumer confidence in the marketplace and by modifying consumer spending habits.

If NYM is unable to renew or replace current store leases or if it is unable to enter into leases for additional stores on favorable terms, or if one or more of its current leases are terminated prior to expiration of their stated term, and it cannot find suitable alternate locations, NYM’s growth and profitability could be negatively impacted.

NYM currently leases all of its store locations. Many of NYM’s current leases provide unilateral option to renew for several additional rental periods at specific rental rates. NYM’s ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and NYM’s ability to negotiate favorable lease terms for additional store locations, could depend on conditions in the real estate market, competition for desirable properties, its relationships with current and prospective landlords, or other factors that are not within NYM’s control. Any or all of these factors and conditions could negatively impact NYM’s growth and profitability.

20

NYM leases certain of its stores and related properties from related parties.

Long Deng, one of NYM’s directors and executive officers, owns 50% of Dragon Development LLC, which leases to NYM the premises at which Strong America, one of NYM’s wholesale subsidiaries, is located. During fiscal year ended March 31, 2016, rental payments (excluding maintenance and taxes that NYM is obligated to pay) under the leases from Dragon Development LLC were $588,000. The leases with Dragon Development LLC renewed on May 1, 2016, and their remaining terms are 10 years. NYM has no assurance that these related parties will renew the lease agreements with it after expiration. If NYM cannot renew the leases, it will have to move its stores and warehouses locations, which increases the uncertainty of finding suitable locations for those stores and the reputation recognition in new locations, which may adversely affect NYM’s sales, expenses, profit and financial position.

Failure to retain NYM’s senior management and other key personnel may adversely affect its operations.

NYM’s success is substantially dependent on the continued service of its senior management and other key personnel. These executives, and in particular Long Deng, NYM’s Executive Chairman and Chief Executive Officer and Chief Operating Officer, have been primarily responsible for determining the strategic direction of NYM’s business and for executing its growth strategy and are integral to its brand and culture, and the reputation NYM enjoys with suppliers and consumers. The loss of the services of any of these executives and other key personnel could have a material adverse effect on NYM’s business and prospects, as NYM may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause NYM’s stock price to decline. The loss of key employees could negatively affect NYM’s business.

If NYM is unable to attract, train and retain employees, it may not be able to grow or successfully operate its business.

The retail store industry is labor intensive, and NYM’s success depends in part upon its ability to attract, train and retain a sufficient number of employees who understand and appreciate NYM’s culture and are able to represent its brand effectively and establish credibility with its business partners and consumers. NYM’s ability to meet its labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force in the markets in which NYM is located, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation. In the event of increasing wage rates, if NYM fails to increase its wages competitively, the quality of its workforce could decline, causing its customer service to suffer, while increasing its wages could cause its earnings to decrease. If NYM is unable to hire and retain employees capable of meeting its business needs and expectations, its business and brand image may be impaired. Any failure to meet NYM’s staffing needs or any material increase in turnover rates of NYM’s employees may adversely affect its business, results of operations and financial condition.

Changes in and enforcement of immigration laws could increase NYM’s costs and adversely affect NYM’s ability to attract and retain qualified store-level employees.

Federal and state governments from time to time implement immigration laws, regulations or programs that regulate NYM’s ability to attract or retain qualified foreign employees. Some of these changes may increase NYM’s obligations for compliance and oversight, which could subject NYM to additional costs and make NYM’s hiring process more cumbersome, or reduce the availability of potential employees. Although NYM has implemented, and is in the process of enhancing, procedures to ensure its compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequate and some of its employees may, without NYM’s knowledge, be unauthorized workers. The employment of unauthorized workers may subject NYM to fines or civil or criminal penalties, and if any of NYM’s workers are found to be unauthorized, NYM could experience adverse publicity that negatively impacts its brand and makes it more difficult to hire and keep qualified employees. NYM may be required to terminate the employment of certain of its employees who were determined to be unauthorized workers. The termination of a significant number of employees may disrupt NYM’s operations, cause temporary increases in NYM’s labor costs as it trains new employees and result in additional adverse publicity. NYM’s financial performance could be materially harmed as a result of any of these factors.

21

Prolonged labor disputes with employees and increases in labor costs could adversely affect NYM’s business.

A considerable amount of NYM’s operating costs is attributable to labor costs and, therefore, its financial performance is greatly influenced by increases in wage and benefit costs, including pension and health care costs. As a result, NYM is exposed to risks associated with a competitive labor market. Rising health care and pension costs and the nature and structure of work rules will be important issues. Any work stoppages or labor disturbances as a result of employees’ dissatisfaction of their current employment terms could have a material adverse effect on NYM’s financial condition, results of operations and cash flows. NYM also expects that in the event of a work stoppage or labor disturbance, it could incur additional costs and face increased competition.

Various aspects of NYM’s business are subject to federal, state and local laws and regulations. NYM’s compliance with these regulations may require additional capital expenditures and could materially adversely affect its ability to conduct its business as planned.

NYM is subject to federal, state and local laws and regulations relating to zoning, land use, environmental protection, workplace safety, food safety, public health, community right-to-know and alcoholic beverage and tobacco sales. In particular, the states in which NYM operates and several local jurisdictions regulate the licensing of supermarkets and the sale of alcoholic beverages. In addition, certain local regulations may limit NYM’s ability to sell alcoholic beverages at certain times. NYM is also subject to laws governing its relationship with employees, including minimum wage requirements, overtime, working conditions, immigration, disabled access and work permit requirements. Compliance with new laws in these areas, or with new or stricter interpretations of existing requirements, could reduce the revenue and profitability of NYM’s stores and could otherwise materially adversely affect NYM’s business, financial condition or results of operations. NYM’s new store openings could be delayed or prevented or its existing stores could be impacted by difficulties or failures in NYM’s ability to obtain or maintain required approvals or licenses. NYM’s stores are subject to unscheduled inspections on a regular basis, which, if violations are found, could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated “critical” violations, closure of the store until a re-inspection demonstrates that NYM has remediated the problem. Certain of NYM’s parking lots and warehouses either have only temporary certificates of occupancy or are awaiting a certificate of occupancy which, if not granted, would require NYM to stop using such property. Additionally, a number of federal, state and local laws impose requirements or restrictions on business owners with respect to access by disabled persons. NYM’s compliance with these laws may result in modifications to NYM’s properties, or prevent NYM from performing certain further renovations. NYM cannot predict the nature of future laws, regulations, interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and if promulgated, or disparate federal, state and local regulatory schemes would have on NYM’s business in the future.

NYM’s plans to acquire and open new stores requires NYM to spend capital. Failure to use its capital efficiently could have an adverse effect on NYM’s profitability.

NYM’s growth strategy depends on its acquisition of and opening new stores, which will require NYM to use cash generated by its operations and a portion of the net proceeds of future equity or debt financing and borrowing under bank credit line. NYM cannot assure you that cash generated by its operations, the net proceeds of future equity or debt financing and borrowing under bank credit line will be sufficient to allow NYM to implement its growth strategy. If any of these initiatives prove to be unsuccessful, NYM may experience reduced profitability and it could be required to delay, significantly curtail or eliminate planned store openings, which could have a material adverse effect on its financial condition and future operating performance and the price of its common stock.

Litigation may materially adversely affect NYM’s business, financial condition and results of operations.

NYM’s operations are characterized by a high volume of customer traffic and by transactions involving a wide variety of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, NYM may be a party to individual personal injury, product liability and other legal actions in the ordinary course of its business, including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial

22

periods of time. The cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that may decrease consumer confidence in NYM’s businesses, regardless of whether the allegations are valid or whether NYM is ultimately found liable. As a result, litigation may materially adversely affect NYM’s businesses, financial condition, results of operations and cash flows.

Increased commodity prices and availability may impact profitability.

Many of NYM’s products include ingredients such as wheat, corn, oils, milk, sugar, cocoa and other commodities. Commodity prices worldwide have been increasing. While commodity price inputs do not typically represent the substantial majority of NYM’s product costs, any increase in commodity prices may cause its vendors to seek price increases from NYM. Although NYM is typically able to mitigate vendor efforts to increase its costs, it may be unable to continue to do so, either in whole or in part. In the event NYM is unable to continue mitigating potential vendor price increases, it may in turn consider raising its prices, and its customers may be deterred by any such price increases. NYM’s profitability may be impacted through increased costs to it which may impact gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions.

Severe weather, natural disasters and adverse climate changes may materially adversely affect NYM’s financial condition and results of operations.

Severe weather conditions and other natural disasters in areas where NYM has stores or from which NYM obtains the products it sells may materially adversely affect its retail operations or its product offerings and, therefore, its results of operations. Such conditions may result in physical damage to, or temporary or permanent closure of, one or more of NYM’s stores, an insufficient work force in NYM’s markets and/or temporary disruption in the supply of products, including delays in the delivery of goods to NYM’s stores or a reduction in the availability of products in its stores. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops may materially adversely affect the availability or cost of certain products within its supply chain. Any of these factors may disrupt NYM’s businesses and materially adversely affect its financial condition, results of operations and cash flows.

The occurrence of a widespread health epidemic may materially adversely affect NYM’s financial condition and results of operations.

NYM’s business may be severely impacted by wartime activities, threats or acts of terror or a widespread regional, national or global health epidemic, such as pandemic flu. Such activities, threats or epidemics may materially adversely impact NYM’s business by disrupting production and delivery of products to NYM’s stores, by affecting NYM’s ability to appropriately staff its stores or by causing customers to avoid public gathering places or otherwise change their shopping behaviors.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what the combined company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this joint proxy statement/prospectus is presented for illustrative purposes only, has been prepared based on a number of assumptions and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See “Unaudited Pro Forma Consolidated Combined Financial Information”.

NYM needs approximately $25 million and $50 million for the years ended March 31, 2017 and March 31, 2018, respectively, in order to achieve its planned growth for that year and if it cannot successfully obtain sufficient capital, the financial results and stock price of iFresh after the business combination will be adversely affected.

NYM believes that it needs approximately $25 million and $50 million for the years ended March 31, 2017 and March 31, 2018, respectively, in order to achieve its planned growth for that year. If it is not able to obtain financing on commercially reasonable terms in connection with the Business Combination, as is contemplated by the parties, it may not be able to implement its growth plan. If it is unable to effect its growth plan, NYM’s financial results will be significantly worse than anticipated and its stock price may decline as a result.

23

Risk Relating to E-compass

E-compass will be forced to liquidate the trust account if it cannot consummate a business combination by February 18, 2017. In the event of a liquidation, E-compass’s public shareholders will receive $10.40 per ordinary share and the E-compass rights will expire worthless.

If E-compass is unable to complete a business combination by February 18, 2017 and is forced to liquidate, the per-ordinary share liquidation distribution will be $10.40 (other than for E-compass’s lead investor, who will receive $10.00 per share). Furthermore, there will be no distribution with respect to the E-compass rights, which will expire worthless as a result of E-compass’s failure to complete a business combination.

You must tender your E-compass ordinary shares in order to validly seek redemption at the extraordinary general meeting of shareholders.

In connection with tendering your shares for redemption, you must elect either to physically tender your ordinary share certificates to E-compass’s transfer agent in each case by the business day prior to the consummation of the Business Combination, or to deliver your ordinary shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your ordinary shares. The requirement for physical or electronic delivery by the business day prior to the consummation of the Business Combination ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against E-compass, the proceeds held in trust could be reduced and the per-share liquidation price received by E-compass’s shareholders may be less than $10.40.

E-compass’s placing of funds in trust may not protect those funds from third party claims against E-compass. Although E-compass has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of E-compass’s public shareholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of E-compass’s public shareholders. If E-compass liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, Richard Xu and Chen Liu have agreed that they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by E-compass for services rendered or contracted for or products sold to E-compass. However, E-compass cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders other than our lead investor may be less than $10.40 due to such claims.

Additionally, if E-compass is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in E-compass’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, E-compass may not be able to return $10.40 to our public shareholders.

Any distributions received by E-compass shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, E-compass was unable to pay its debts as they fell due in the ordinary course of business.

E-compass’s Amended and Restated Memorandum and Articles of Association provides that it will continue in existence only until February 18, 2017. If E-compass is unable to consummate a transaction within the required time periods, upon notice from E-compass, the trustee of the trust account will distribute the amount in its trust account to its public shareholders. Concurrently, E-compass shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although E-compass cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, Richard Xu and Chen Liu have agreed that they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by E-compass for services rendered or contracted for or products sold to E-compass.

24

Thereafter, E-compass’s sole business purpose will be to dissolve through the voluntary liquidation procedure under the Companies Law. In such a situation under the Companies Law, a liquidator would be appointed and would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement in the Cayman Islands Official Gazette, although in practice this notice requirement need not necessarily delay the distribution of assets as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. As soon as the affairs of the company are fully wound-up, the liquidator must lay his final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the Registrar confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved. It is E-compass’s intention to liquidate the trust account to its public shareholders as soon as reasonably possible and E-compass’s insiders have agreed to take any such action necessary to liquidate the trust account and to dissolve the company as soon as reasonably practicable if E-compass does not complete a business combination within the required time period. Pursuant to E-compass’s Amended and Restated Memorandum and Articles of Association, failure to consummate a business combination by February 18, 2017, will trigger an automatic winding up of the company.

If E-compass is forced to enter into an insolvent liquidation, any distributions received by E-compass shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, E-compass was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by E-compass’s shareholders. Furthermore, E-compass’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and E-compass to claims of damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. E-compass cannot assure you that claims will not be brought against it for these reasons. E-compass and any of E-compass’s insiders who knowingly and willfully authorized or permitted any distribution to be paid while E-compass was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of KYD15,000 (approximately US$18,000) and to imprisonment for five years in the Cayman Islands.

If E-compass’s due diligence investigation of NYM was inadequate, then shareholders of E-compass following the Business Combination could lose some or all of their investment.

Even though E-compass conducted a due diligence investigation of NYM, it cannot be sure that this diligence uncovered all material issues that may be present inside NYM or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of NYM and its business and outside of its control will not later arise.

All of E-compass’s officers and directors own E-compass ordinary shares and E-compass rights which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the business combination is appropriate.

All of E-compass’s officers and directors own an aggregate of 1,000,000 E-compass ordinary shares and 310,000 E-compass units. Such individuals have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if E-compass is unable to consummate a business combination. Accordingly, the E-compass ordinary shares, as well as the E-compass units purchased by our officers or directors, will be worthless if E-compass does not consummate a business combination. Based on a market price of $10.20 per E-compass ordinary share on July 29, 2016 and $0.26 per right on July 29, 2016, the value of these shares and units was approximately $54.3 million. Consequently, our directors’ and officers’ discretion in identifying and selecting NYM as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in E-compass’s shareholders’ best interest.

E-compass’s public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group”, are restricted from seeking redemption rights with respect to more than 20% of the E-compass ordinary shares sold in the IPO.

E-compass is offering each of its public shareholders (but not its Initial Shareholders) the right to have his, her, or its ordinary shares redeemed for cash. Notwithstanding the foregoing, an E-compass public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” will be restricted

25

from seeking redemption rights with respect to more than 20% of the E-compass ordinary shares sold in the IPO. Accordingly, if you beneficially own more than 20% of the E-compass ordinary shares sold in the IPO and the Business Combination is approved, you will not be able to seek redemption rights with respect to the full amount of your E-compass ordinary shares and may be forced to hold such additional E-compass ordinary shares or sell them in the open market. E-compass cannot assure you that the value of such additional E-compass ordinary shares will appreciate over time following the Business Combination or that the market price of E-compass’s ordinary shares will exceed the redemption price.

E-compass is requiring shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

E-compass is requiring public shareholders who wish to redeem their ordinary shares to either tender their certificates to our transfer agent at any time prior to the business day immediately preceding the consummation of the proposed Business Combination or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC (Deposit/Withdrawal At Custodian) System. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and E-compass’s transfer agent will need to act to facilitate this request. It is E-compass’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than E-compass anticipates for shareholders to deliver their ordinary shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

E-compass will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If E-compass requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, E-compass will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their ordinary shares in such a circumstance will be unable to sell their securities after the failed acquisition until E-compass has returned their securities to them. The market price for E-compass’s ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

E-compass’s Initial Shareholders, including its officers and directors, control a substantial interest in E-compass and thus may influence certain actions requiring a shareholder vote.

E-compass’s Initial Shareholders, including all of its officers and directors, collectively own approximately 24.7% of its issued and outstanding ordinary shares. However, if a significant number of shareholders vote, or indicate an intention to vote, against the Business Combination, E-compass’s officers, directors, Initial Shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. E-compass’s Initial Shareholders have agreed to vote any shares they own in favor of the Business Combination. In addition, the lead investor from our initial public offering has agreed to vote 1,000,000 of the shares purchased by him in in the initial public offering, or approximately 18.8% of the outstanding shares in favor of the Business Combination Proposal.

If E-compass’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of E-compass’s securities.

E-compass’s initial shareholders are entitled to make a demand that it register the resale of their initial shares at any time commencing three months prior to the date on which their shares may be released from escrow (assuming that the business combination closes on January 16, 2017, the date the shares could be released from escrow would be July 16, 2017, and the date on which a demand could be made would be April 16, 2017). Additionally, the purchasers of E-compass units sold in an offering that was consummated simultaneously with the IPO or the

26

E-compass unit offering, are entitled to demand that E-compass register the resale of their units and underlying ordinary shares at any time after E-compass consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,341,000 E-compass ordinary shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of E-compass’s securities.

E-compass will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

E-compass is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. E-compass’s public shareholders therefore, must rely solely on the judgment of E-compass’s board of directors.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of E-compass’s securities may decline.

The market price of E-compass’s securities may decline as a result of the Business Combination if:

         E-compass does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

         The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

E-compass’s directors and officers may have certain conflicts in determining to recommend the acquisition of NYM, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

E-compass’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the E-compass ordinary shares owned by E-compass’s management and directors, or their affiliates and associates, would become worthless if the Redomestication and Business Combination Proposals are not approved and E-compass otherwise fails to consummate a business combination prior to its liquidation date.

E-compass will incur significant transaction costs in connection with transactions contemplated by the Acquisition Agreement.

E-compass will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, E-compass may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

Risk Factors Relating to the Redomestication and Business Combination

E-compass and NYM have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by iFresh if the Business Combination is completed or by E-compass if the Business Combination is not completed.

E-compass and NYM expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, E-compass expects to incur approximately $[•] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by E-compass if the Business Combination is completed or by E-compass if the Business Combination is not completed.

27

In the event that a significant number of E-compass’s ordinary shares are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of E-compass’s ordinary shares are redeemed, E-compass may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Nasdaq may not list iFresh’s shares on its exchange, which could limit investors’ ability to make transactions in iFresh’s securities and subject iFresh to additional trading restrictions.

iFresh will be required to meet the initial listing requirements to be listed on the Nasdaq Stock Market. iFresh may not be able to meet those initial listing requirements. Even if iFresh’s securities are so listed, iFresh may be unable to maintain the listing of its securities in the future.

If iFresh fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, iFresh could face significant material adverse consequences, including:

         a limited availability of market quotations for its securities;

         a limited amount of news and analyst coverage for the company; and

         a decreased ability to issue additional securities or obtain additional financing in the future.

E-compass may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

E-compass may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The board of directors of E-compass will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the board of directors of E-compass determines that a waiver is not sufficiently material to warrant resolicitation of shareholders, E-compass has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to E-compass’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting NYM’s conduct of its business, however, if the board of directors of E-compass determines that any such order or injunction is not material to the business of NYM, then the board may elect to waive that condition and close the Business Combination.

There will be a substantial number of iFresh’s common stock available for sale in the future that may adversely affect the market price of iFresh’s common stock.

E-compass currently has authorized share capital of 101,000,000 shares consisting of 100,000,000 ordinary shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. iFresh currently is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

The shares to be issued in the Business Combination to the post-Business Combination shareholders, will be subject to certain restrictions on sale and cannot be sold for six (6) months (or in certain cases, twelve (12) months) from the date of the Business Combination. In addition, the holders of the shares to be issued in the Business Combination are parties to a Registration Rights Agreement that would allow the sale of such shares to occur as early as 60 days from the date of the Business Combination. After the expiration of this restricted period, there will then be an additional 13,241,000 shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of iFresh’s shares.

28

Even if the Redomestication qualifies as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, or the “Code,” a U.S. Holder generally may still recognize gain with respect to its E-compass securities at the effective time of the Redomestication.

Even if the Redomestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder (as that term is defined in the section entitled “Material U.S. Federal Income Tax Consequences — General”) of E-compass securities may still recognize gain (but not loss) upon the exchange of its E-compass securities solely for the securities of iFresh pursuant to the Redomestication under the “passive foreign investment company,” or “PFIC,” rules of the Code or under Section 367(b) of the Code, equal to the excess, if any, of the fair market value of the iFresh securities received in the Redomestication and the U.S. Holder’s adjusted tax basis in the corresponding E-compass securities surrendered in the Redomestication. In such event, the U.S. Holder’s aggregate tax basis in the iFresh securities received in connection with the Redomestication should be the same as the aggregate tax basis of the E-compass securities surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules or Section 367(b) of the Code, and such U.S. Holder’s holding period for the iFresh securities received in the Redomestication generally should include the holding period of the E-compass securities surrendered in the Redomestication. See the discussion in the sections entitled “Material U.S. Federal Income Tax Consequences — U.S. Holders — Tax Consequences of the Redomestication,” “— “PFIC Considerations” and “— Effect of Section 367(b).”

E-compass’s shareholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that E-compass’ current shareholders have on the management of iFresh.

After the Business Combination, assuming no redemptions of ordinary shares for cash, E-compass’s current public shareholders will own approximately 22.6% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 7.8% of iFresh, and the former shareholders of NYM will own approximately 69.6% of iFresh. Assuming redemption by holders of 3,000,000 E-compass’s outstanding ordinary shares, E-compass public shareholders will own approximately 6.3% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 9.4% of iFresh, and the former shareholders of NYM will own approximately 84.3% of iFresh. The minority position of the former E-compass shareholders will give them limited influence over the management and operations of the post-Business Combination company.

iFresh is an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

iFresh is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until the fiscal year ended December 31, 2020. However, if its non-convertible debt issued within a three-year period or revenues exceeds $1 billion, or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, iFresh would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, iFresh is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, iFresh has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, iFresh’s financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may be less likely to invest in our securities.

29

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding our disclosure concerning NYM’s operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of NYM,” and “NYM’s Business”. The risks and uncertainties include, but are not limited to:

         future operating or financial results;

         future payments of dividends and the availability of cash for payment of dividends;

         NYM’s expectations relating to dividend payments and forecasts of its ability to make such payments;

         future acquisitions, business strategy and expected capital spending;

         assumptions regarding interest rates and inflation;

         the combined company’s financial condition and liquidity, including its ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

         estimated future capital expenditures needed to preserve iFresh’s capital base;

         ability of the combined company to effect future acquisitions and to meet target returns; and

         other factors discussed in “Risk Factors.”

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement/prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Securities and Exchange Commission after the date of this proxy statement/prospectus.

30

CAPITALIZATION

The following table sets forth the capitalization on an unaudited, historical basis of each of E-compass and NYM as of September 30, 2016 and the capitalization on an unaudited, as adjusted basis as of September 30, 2016 after giving effect to the Business Combination, assuming (i) that no holders of E-compass’s Ordinary Shares exercise their redemption rights and E-compass has made permitted repurchases and (ii) that the maximum number of holders of E-compass’s Ordinary Shares have properly exercised their redemption rights and/or E-compass has made permitted repurchases.

 

 

Historical

 

As Adjusted

 

 

E-compass

 

NYM

 

Assuming
Maximum
Redemption

 

Assuming No
Redemption

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

118,156

 

$

678,644

 

$

19,866,258

 

$

30,626,052

Restricted cash and cash equivalents held in trust account

 

 

40,929,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note payable, including current portion

 

 

 

 

803,622

 

 

803,622

 

 

803,622

Long-term debt, including current portion

 

 

 

 

3,709,794

 

 

23,750,000

 

 

3,709,794

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares, subject to possible redemption

 

 

30,800,000

 

 

 

 

 

 

Total stockholders’ equity

 

 

9,647,251

 

 

5,547,732

 

 

4,694,983

 

 

35,494,983

Total capitalization

 

$

40,447,251

 

$

10,061,148

 

$

29,248,605

 

$

40,008,399

31

EXTRAORDINARY GENERAL MEETING OF E-compass SHAREHOLDERS

General

We are furnishing this proxy statement/prospectus to the E-compass shareholders as part of the solicitation of proxies by our board of directors for use at the extraordinary general meeting of E-compass shareholders to be held on January 13, 2017, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about December 15, 2016 in connection with the vote on the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of shareholders will be held at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York, 10154, on January 13, 2017, at 10:00 a.m. local time, or such other date, time and place to which such meeting may be adjourned or postponed.

Purpose of the Extraordinary General Meeting of E-compass Shareholders

At the extraordinary general meeting of shareholders, we are asking holders of E-compass ordinary shares to approve the following proposals:

1.       The redomestication of E-compass to Delaware by means of a merger with and into iFresh, its wholly-owned Delaware subsidiary, with iFresh as the surviving entity, which we refer to as the Redomestication. This proposal is referred to as the “Redomestication Proposal.” The Redomestication Proposal is cross-conditioned on the approval of the Business Combination Proposal. For details, see “The Redomestication Proposal” elsewhere in this proxy statement/prospectus.

2.       The proposed business combination resulting in NYM becoming a subsidiary of iFresh, which we refer to as the Business Combination. This proposal is referred to as the Business Combination Proposal. The Business Combination Proposal is cross-conditioned on the approval of the Redomestication Proposal. For details, see “The Business Combination Proposal” elsewhere in this proxy statement/prospectus.

3.       The adjournment of the extraordinary general meeting of E-compass shareholders for the purpose of soliciting additional proxies in the event that E-compass does not receive the requisite shareholder vote to approve either the Redomestication or the Business Combination. This proposal is referred to as the Business Combination Adjournment Proposal. For details, see “The Business Combination Adjournment Proposal.”

Each of the Redomestication Proposal and the Business Combination Proposal, as described below, are cross-conditioned upon the approval of each other. Therefore, both must be approved by shareholders in order for any of the proposals to take effect. If any of the three proposals is not approved, the Business Combination will not be consummated and E-compass will liquidate and dissolve.

Recommendation of E-compass’s Board of Directors

E-compass’s board of directors:

         has determined that each of the Redomestication Proposal, the Business Combination Proposal, and the other proposals is fair to, and in the best interests of, E-compass and its shareholders;

         has approved the Redomestication Proposal, the Business Combination Proposal and the other proposals; and

         recommends that E-compass’s ordinary shareholders vote “FOR” each of the Redomestication Proposal, the Business Combination Proposal, and the Business Combination Adjournment Proposal.

E-compass’s board of directors have interests that may be different from or in addition to your interests as a shareholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

32

Record Date; Who is Entitled to Vote

We have fixed the close of business on December 12, 2016, as the “record date” for determining those E-compass shareholders entitled to notice of and to vote at the extraordinary general meeting. As of the close of business on December 12, 2016, there were 5,310,000 E-compass ordinary shares outstanding and entitled to vote. Each holder of E-compass ordinary shares is entitled to one vote per share on each of the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal.

As of December 12, 2016, E-compass’s initial shareholders, either directly or beneficially, owned and were entitled to vote 1,310,000 ordinary shares, or approximately 24.7% of E-compass’s outstanding ordinary shares. With respect to the Business Combination, E-compass’s initial shareholders have agreed to vote their respective E-compass ordinary shares acquired by them in favor of the Business Combination Proposal and related proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other proposals although there is no agreement in place with respect to these proposals. In addition, the lead investor from our initial public offering has agreed to vote 1,000,000 of the shares purchased by him in in the initial public offering, or approximately 18.8% of the outstanding shares in favor of the Business Combination Proposal and related proposals.

Quorum and Required Vote for Shareholder Proposals

A quorum of E-compass shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of E-compass shareholders if one-third of the E-compass ordinary shares issued and outstanding and entitled to vote at the extraordinary general meeting is represented in person or by proxy. Abstentions present in person and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Redomestication Proposal, the Business Combination proposal and the Business Combination Adjournment Proposal requires the affirmative vote of the holders of two-thirds of the issued and outstanding E-compass ordinary shares entitled to vote thereon as of the record date present in person or represented by proxy at the extraordinary general meeting. Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal. Broker non-votes will be considered present for the purposes of establishing a quorum, but as not being eligible to vote on a particular proposal. A broker non-vote will have no effect on the Redomestication Proposal, the Business Combination Proposal or the Business Combination Adjournment Proposal.

The approval of the Redomestication Proposal and the Business Combination Proposal by E-compass shareholders is a precondition to the consummation of the Business Combination. In the event that the Business Combination is not approved, the Redomestication will not take effect.

Voting Your Shares

Each E-compass ordinary share that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the extraordinary general meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your E-compass ordinary shares, as applicable, are voted at the extraordinary general meeting:

         You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board, “FOR” the adoption of the Redomestication Proposal, the Business Combination Proposal and the Business Combination Adjournment Proposal. Votes received after a matter has been voted upon at either of the extraordinary general meetings will not be counted.

         You can attend the extraordinary general meetings and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

33

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION, PROPOSAL AND REDOMESTICATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR ORDINARY SHARES, YOU MUST CONTINUE TO HOLD YOUR ORDINARY SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT AT LEAST ONE BUSINESS DAY PRIOR TO THE CONSUMMATION OF THE BUSINESS COMBINATION. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE ORDINARY SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE ORDINARY SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR ORDINARY SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, AT LEAST ONE BUSINESS DAY PRIOR TO THE CONSUMMATION OF THE BUSINESS COMBINATION.

Revoking Your Proxy

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

         you may send another proxy card with a later date;

         if you are a record holder, you may notify our corporate secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

         you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Morrow & Co., LLC, our proxy solicitor, at (312) 212 4416 or E-compass at 646-912-8918.

No Additional Matters May Be Presented at the Extraordinary General Meeting

This extraordinary general meeting has been called only to consider the approval of the Business Combination and the Redomestication. Under E-compass’s amended and restated memorandum and articles of association, other than procedural matters incident to the conduct of the extraordinary general meeting, no other matters may be considered at the extraordinary general meeting if they are not included in the notice of the extraordinary general meeting.

Redemption Rights

Pursuant to E-compass’s amended and restated articles and memorandum, a holder of E-compass ordinary shares may demand that E-compass redeem such ordinary shares for cash. Demand may be made by:

         Voting for or against the business combination and electing redemption by checking the appropriate box on the proxy card; and

         Tendering the E-compass ordinary shares for which you are electing redemption by the business day prior to the consummation of the Business Combination by either:

         Delivering certificates representing E-compass’s ordinary shares to E-compass’s transfer agent, or

         Delivering the E-compass ordinary shares electronically through the DWAC system; and

         Not selling or otherwise transferring the E-compass ordinary shares until the closing of the Business Combination (tendering your ordinary shares for redemption is not considered selling or transferring your shares).

Except for E-compass’s lead investor, who will only be entitled to receive $10.00 per share if he elects to redeem any shares, E-compass shareholders will be entitled to redeem their E-compass ordinary shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.40 per ordinary share) net

34

of (i) taxes payable, and (ii) interest income earned on the trust account previously released to E-compass to fund its working capital and general corporate requirements in connection with the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to E-compass’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the business day prior to the consummation of the Business Combination.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC, and E-compass’s transfer agent will need to act together to facilitate this request. 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 the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is E-compass’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. E-compass does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Shareholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their ordinary shares before exercising their redemption rights and thus will be unable to redeem their ordinary shares.

In the event that a shareholder tenders its ordinary shares and decides prior to the consummation of the Business Combination that it does not want to redeem its ordinary shares, the shareholder may withdraw the tender. In the event that a shareholder tenders ordinary shares and the business combination is not completed, these ordinary shares will not be redeemed for cash and the physical certificates representing these ordinary shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. E-compass anticipates that a shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such ordinary shares soon after the completion of the Business Combination.

If properly demanded by E-compass’s public shareholders, E-compass will redeem each ordinary share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.40 per ordinary share, other than to our lead investor, who would only receive $10.00 per ordinary share. If you exercise your redemption rights, you will be exchanging your E-compass ordinary shares for cash and will no longer own the ordinary shares. If E-compass is unable to complete the Business Combination by February 18, 2017 it will liquidate and dissolve and public shareholders would be entitled to receive approximately $10.40 per ordinary share upon such liquidation, provided that our lead investor will only receive $10.00 per ordinary share.

The Business Combination will not be consummated if the holders of 3,500,000 or more of E-compass’s ordinary shares exercise their redemption rights. However, our lead investor agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,000,000 shares that exercise redemption rights. We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share.

Limitation on Redemption Rights Upon Consummation of the Business Combination

The E-compass amended and restated memorandum and articles of association provide that no E-compass public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) is permitted from seeking redemption rights, without E-compass’s prior written consent, with respect to 20% or more of the ordinary shares sold in the IPO. By limiting a shareholder’s ability to redeem no more than 20% of the ordinary shares sold in the IPO, E-compass believes it has limited the ability of a small group of shareholders to block a transaction which is favored by our other public shareholders. However, this limitation also makes it easier for E-compass to complete a business combination which is opposed by a significant number of public shareholders.

35

Tendering Ordinary share Certificates in connection with Redemption Rights

E-compass is requiring the E-compass public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to E-compass’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option prior to the business day immediately preceding the consummation of the proposed Business Combination. 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 the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether E-compass requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, E-compass will promptly return the ordinary share certificates to the public shareholder.

Appraisal Rights

Appraisal rights are not available to holders of E-compass ordinary shares in connection with the proposed Business Combination.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. E-compass and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. Morrow & Co., LLC, a proxy solicitation firm that E-compass has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $[•] and out-of-pocket expenses.

E-compass will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. E-compass will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the extraordinary general meeting.

E-compass Initial Shareholders

On September 23, 2014, Lodestar Investment Holdings I LLC, an affiliate of Richard Xu, Handy Global Limited, an affiliate of Chen Liu, Classical Sky Limited, an affiliate of Peiling (Amy) He, Carnelian Bay Capital Inc., an affiliate of Nicholas Clements, and Xinli Li (such persons and entities collectively referred to as the “Initial Shareholders”), purchased 1,000,000 of E-compass’s ordinary shares for an aggregate purchase price of $25,000.

On August 18, 2015, Lodestar Investment Holdings I LLC purchased, for an aggregate purchase price of $3,100,000, 310,000 units in a private placement.

36

Pursuant to a registration rights agreement between us and our initial shareholders the initial shareholders are entitled to certain registration rights with respect to the E-compass rights held by them, as well as the underlying securities. The holders of these securities are entitled to make up to two demands that E-compass register such securities. The holders of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. E-compass will bear the expenses incurred in connection with the filing of any such registration statements.

37

THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Acquisition Agreement, is subject to, and is qualified in its entirety by reference to, the Acquisition Agreement. The full text of the Acquisition Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination

Redomestication to Delaware

Immediately prior to the Business Combination, E-compass, an exempted company incorporated in the Cayman Islands, will effect a merger pursuant to the Companies Law in which it will merge with and into iFresh Inc., its wholly-owned Delaware subsidiary, with iFresh Inc. surviving the merger.

The Redomestication will result in all of E-compass’s issued and outstanding ordinary shares converting into iFresh Common Stock, and all units, rights and other securities to purchase E-compass’s ordinary shares converting into substantially equivalent securities of iFresh Inc. E-compass will cease to exist and iFresh Inc. will be the surviving company. In connection therewith, iFresh Inc. will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of E-compass, including any and all agreements, covenants, duties and obligations of E-compass set forth in the Acquisition Agreement.

Business Combination with NYM; Business Combination Consideration

Immediately following the Redomestication, Merger Sub will merge into NYM, resulting in NYM becoming a wholly owned subsidiary of iFresh. The issuance of shares of iFresh to the post-Business Combination shareholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by E-compass in the business combination is approximately $125 million (calculated as follows: (i) $5 million in cash, plus, (ii) 12,000,000 shares of common stock of iFresh to be issued to the NYM shareholders multiplied by $10.00 (the deemed value of the shares in the Acquisition Agreement)).

E-compass currently has authorized share capital of 101,000,000 shares consisting of 100,000,000 ordinary shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. iFresh Inc. currently is authorized to issue 100,000,000 shares of common stock, with a par value $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

After the Business Combination, assuming no redemptions of ordinary shares for cash, E-compass’s current public shareholders will own approximately 22.6% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 7.8% of iFresh, and the former shareholders of NYM will own approximately 69.6% of iFresh. Assuming redemption by holders of 3,000,000 E-compass’s outstanding ordinary shares, E-compass public shareholders will own approximately 6.3% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 9.4% of iFresh, and the former shareholders of NYM will own approximately 84.3% of iFresh.

Each of the Redomestication Proposal and the Business Combination Proposal, as described below, are conditioned upon the approval of each other. Therefore, both must be approved by shareholders in order for the Business Combination to be consummated. If any of the three proposals is not approved, the Business Combination will not be consummated and E-compass will liquidate and dissolve. Upon consummation of the Business Combination, iFresh will own all of the issued and outstanding units of NYM.

Assuming each of the Redomestication Proposal and the Business Combination Proposal are approved, the parties to the transaction expect to close the Business Combination on January 16, 2017.

Background of the Business Combination

Background of the Acquisition

E-compass Acquisition Corp. (“E-compass”) is a special purpose company incorporated under the laws of Cayman Islands on September 23, 2014 as an exempted company with limited liability. E-compass was formed with the purpose of acquiring, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target

38

business.” E-compass intended to focus on acquiring an operating business with its primary operations located in the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region (but not Taiwan) (“China” or the “PRC”) operating in the e-commerce and consumer retail industry, but was not limited to a particular geographic region or industry. E-compass completed its initial public offering on August 18, 2015 of 4,000,000 units at $10.00 per unit. Each Unit consists of one ordinary share, $.0001 par value per share (“Ordinary Share”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of E-compass’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000. Simultaneously with the consummation of the IPO, E-compass consummated the private placement (“Private Placement”) of 310,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,100,000, to an affiliate of Richard Xu, E-compass’s Chief Executive Officer. The Private Placement Units are identical to the Units sold in the IPO. Of the net proceeds, $40,800,000 was placed in a trust account. In accordance with E-compass’s Amended and Restated Memorandum and Articles of Association, the amounts held in the trust account may only be used by E-compass upon the consummation of a business combination, except that there can be released to E-compass, from time to time, (i) any interest earned on the funds in the trust account that it may need to pay its tax obligations and (ii) any remaining interest earned on the funds in the trust account that E-compass needs for its working capital requirements. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and E-compass’s liquidation. E-compass executed a definitive agreement on July 25, 2016, and it must liquidate unless a business combination is consummated by February 18, 2017. As of March 31, 2016, approximately $40,851,104 was held in deposit in E-compass’s trust account.

Promptly after E-compass’s IPO, the officers and directors of E-compass commenced the process of locating potential targets. The Board of E-compass established a list of criteria for screening potential targets, including but not limited to:

         businesses with favorable profitability and strong growth outlook;

         the competitive position of the potential target within the sector (among the leaders or with unique competitive advantages);

         proprietary technology or unique business processes or business models;

         business model with long-term sustainability; and

         strong management with strategic insight and execution capabilities and capable of leading a public company after the business combination.

The E-compass team reached out to a large number of business contacts that it believed might refer potential targets to E-compass, including investment banks, financial advisory firms that specialize in deal flow sourcing or advising companies in fund raising and other financial transactions, merchant banks, finders, venture capital funds, private equity funds, senior business executives and other entities and individuals known to the E-compass team as knowledgeable about deals in the marketplace such as lawyers, accounting firms and local governments.

As described in the prospectus of our IPO, E-compass initially focused on companies in the Chinese e-commerce industry. Beginning in September 2015, E-compass reviewed over 20 candidates in this industry and identified a company as a suitable candidate for further due diligence and negotiation in October 2015. That potential target is located in Beijing, China and conducts business in e-commerce and consumer finance. We spent about 4 months on financial and legal due diligence and valuation on this company and reached agreement on the key terms for a business combination in February 2016. However, further negotiation was terminated due to E-compass’s concerns on the slowdown of Chinese economy and uncertainty relating to the future growth potential of this company.

Given the slow-down in the Chinese economy, in February 2016, we decided to switch our focus from Chinese companies to U.S. based enterprises. We reached out to investment banks and private entities in the U.S. and had serious discussions with 5 potential targets, including NYM, in different industries. After discussion and meeting with those potential targets, we determined not to pursue the 4 targets other than NYM for the following reasons: (1) one target ran a golf club that we didn’t believe could generate positive cash flow within the next 3 years and we thought it would be difficult to raise additional capital in the future; (2) a second target was a student housing company, but we thought the transaction with this potential target would be too complex and time consuming; (3) a third target was a company providing non-traditional financing for businesses, but we believed that this

39

business was small and the industry far from mature; (4) the fourth target was a resin manufacturing company, but we were concerned that it has a complex shareholder structure we believed that it would be difficult to negotiate a favorable transaction with its majority stockholders.

On February 24, 2016, Melanie Chen, a managing director of UHY Advisors Corporate Finance, LLC. (“UHY”), an affiliate of E-compass’s former auditing firm, provided information about a well-recognized Chinese grocery supermarket chain, NYM Holding, Inc. (“NYM”), to Richard Xu. Richard Xu was interested in the business and asked to meet the owner. Melanie Chen set up a meeting for the next day.

On February 25, 2016, Melanie Chen and Richard Xu went to NYM’s headquarters located in Long Island City, New York. They met with the majority owner, Long Deng, who founded the company with his wife, Lilly Deng, approximately 20 years ago. During the meeting, Mr. Deng introduced the history, current status of NYM and briefly discussed the multi-strategy expansion plan of NYM, which included a public offering plan to support NYM’s further development. Richard Xu was impressed by NYM and its business. Both parties believed a transaction between E-compass and NYM was possible and decided to move forward with preliminary discussions of a potential merger.

On March 5, 2016, NYM engaged UHY Advisors Corporate Finance, LLC (“UHY”) as its financial advisor.

On March 8, 2016, Nicholas Clements, Vice Chairman of E-compass, and Richard Xu went to NYM’s headquarters to have a further discussion with Long Deng. The parties began to discuss potential terms for a letter of intent.

On March 10, 2016, E-compass’s management had internal discussions about the potential merger. In this meeting, E-compass’s management reviewed the potential transaction from several perspectives: (1) the growth of the Chinese population in the United States, their consumption habits, and market competition; (2) NYM’s business model, competitive position, growth strategy and preliminary financial information; and (3) the initial value management placed on the target. Mr. Jianming Hao, special advisor to E-compass, participated in the discussions. Mr. Hao began acting as our special advisor in December 2015, and helped us review potential targets and provided advice on market analysis, modeling the business and valuation, as well as transaction structure for potential targets. After internal discussions, E-compass’s management determined to proceed with further due diligence and negotiation with NYM.

On March 20, 2016, E-compass and NYM executed a confidentiality and non-disclosure agreement.

On March 21, Richard Xu, Jianming Hao and Mr. Deng met at NYM’s headquarters and signed the Letter of Intent.

On March 22, 2016, E-compass’s management team started to perform due diligence on NYM.

On March 22, 2016, E-compass was introduced to NYM’s Lilly Deng, Vice President of Legal and Financial, Yifei (Elaine) Ling, Financial Manager, and Shunyu (Simon) She, NYM’s legal department manager, and started the preliminary due diligence process on NYM. After March 22, 2016, NYM provided E-compass with various due diligence items, including financial information, operational information and a prospective expansion schedule. During the process, E-compass conducted numerous conference calls with NYM’s management to better understand and verify the information provided.

From April 23 to June 16, 2016, Richard Xu and Peiling He, E-compass’s Chief Financial Officer, visited NYM’s headquarter and retail stores multiple times and: (a) met Mr. Deng to discuss the retail market, NYM’s business model, growth history, future development plan, financial results and projections, (b) met with NYM’s operational team to discuss its operations, marketing strategy, logistics management on perishable products and numerous other items, (c) physically visited certain of NYM’s warehouse and retail stores, (d) discussed with NYM’s financial personnel and UHY, NYM’s financial advisor, financial information, (e) met with NYM’s legal department to discuss corporate structure and gathered information about the NYM’s history, and (f) conducted additional diligence procedures with NYM’s staff.

On June 10, 2016, E-compass engaged Loeb and Loeb LLP (“Loeb”) as its legal representative to perform due diligence, draft definitive agreements and prepare applicable securities filings.

On June 21, 2016, Loeb distributed a draft of the Acquisition Agreement to E-compass and subsequently made revisions based on E-compass’s review. Additionally, Loeb prepared a list of key terms for both parties to review.

On July 6, 2016, Richard Xu and Mr. Deng met in NYM’s headquarters, joined by Peiling He by conference dial-in to discuss the key terms of the Acquisition Agreement.

40

On July 16, 2016 Richard Xu and Mr. Deng met in NYM’s headquarters to again discuss the key terms of the Acquisition Agreement.

On July 19, 2016, Simon She, manager of NYM’s legal department, Elizabeth Chen from Pryor Cashman LLP, counsel to NYM, and Richard Xu met in E-compass’s office to negotiate the Acquisition Agreement, joined via telephone by Giovanni Caruso and Emily Sheahan from Loeb and Loeb LLP, counsel to E-compass, Mr. Deng, and Peiling He.

Between July 19, 2016 and July 25, 2016, the parties and their counsel continued to discuss the transaction and revise and comment on the Acquisition Agreement, including the following major issues: (1) management, board and key personnel post acquisition; (2) the redomestication of the company to Delaware and the name of the public company after merger; (3) required financing and use of fund post acquisition; (4) the option to purchase four additional supermarkets after merger; (5) related parties and transactions; (6) permitted liens and other liabilities; (7) additional agreements including, the option agreement, voting agreement, lock-up agreement and escrow agreement; and (8) negotiation of the terms of the Acquisition Agreement.

On July 25, 2016, E-compass held a board of directors meeting approving the proposed combination. Four of E-compass’s directors attended the meeting, and one director who was not able to attend for medical reasons, gave his proxy to Richard Xu. Ms. He from E-compass and Giovanni Caruso and Emily Sheahan from Loeb also attended the meeting. Before the meeting started, copies of significant transaction documents, in substantially final form, were distributed among directors. Mr. Caruso described the major terms of the transaction documents to the directors, and Mr. Xu discussed the search for a target business and detailed NYM’s business, market and expansion plans. Mr. Xu then discussed how the value of NYM was determined. In the meeting, the board of directors reviewed NYM’s business, market potential, growth opportunity, the needed funds to support its growth plans, its financial performance and projections. The board of directors agreed that NYM is well positioned to attempt to consolidate the niche Chinese grocery store market with adequate financial support. The board also reviewed the transaction consideration of $125 million to acquire 100% of the shares of NYM negotiated by the management team with NYM shareholders and used the market method to assess the company’s value. The board compared the index of EV/EBITDA (enterprise value to earnings before interest, taxes, depreciation and amortization) of comparable public companies (grocery stores and fast growing companies in the retail industry). NYM’s projected EV/EBITDA is 34.3x and 27.2x for fiscal year of 2016 and 2017 respectively, which is lower than the medium EV/EBITDA of the selected comparable companies, which is approximately 37.8x, and 30.7x for the fiscal years of 2016 and 2017, respectively (Please refer to valuation discussion in the section entitled “E-compass Board’s Reasons for the Approval of the Acquisition” beginning on page 46 for more detailed information about the valuation). The board of directors considered the amount being paid for NYM to be reasonable as compared to the group of comparable public companies, the board determined that it is for the shareholders’ best interest to proceed with the merger with NYM. In the meeting, the board also reviewed payment of consideration consisting of $5 million in cash and $120 million in newly issued shares of common stock of iFresh, which was the consideration requested by NYM’s shareholders, and determined that the consideration was acceptable in the context of the transaction. No other form of consideration was discussed at the meeting. After reviewing the above factors and significant discussion, the Acquisition Agreement was unanimously approved, subject to final negotiation and modification.

The Acquisition Agreement was signed by all parties on July 25, 2016. Prior to the market open on July 28, 2016, E-compass issued a press release announcing the execution of the combination agreement and disclosing key terms of the combination agreement. E-compass also filed a Current Report on Form 8-K, which detailed the press release, the combination agreement summarizing key deal terms on NYM’s business. On August 8, 2016, E-compass filed a Current Report on Form 8-K for a presentation on the transaction and NYM’s business.

E-compass Board’s Reasons for the Approval of the Acquisition

At a meeting held on July 25, 2016, E-compass’s board of directors unanimously approved the Acquisition Agreement and the transactions contemplated thereby, determined that the Business Combination is in the best interests of E-compass and its shareholders, directed that the Acquisition Agreement be submitted to E-compass’s shareholders for approval and adoption, and recommended that E-compass’s shareholders approve and adopt the Acquisition Agreement and the transactions contemplated thereby.

41

Before reaching its decision, E-compass’s board of directors reviewed the results of management’s due diligence, which included:

         research on industry trends, cycles, financial projections, and other industry factors;

         extensive meetings and calls with NYM’s Chief Executive Officer and management team regarding operations and projections;

         personal visits to NYM’s headquarters, as well as its stores and warehouse locations;

         review of NYM’s contracts (including store leases) and other legal diligence; and

         financial, tax, and accounting diligence.

E-compass’s board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, its board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of E-compass’s board of directors may have given different weight to different factors.

The board of ECAC considered the following facts that could be the benefits to be generated from the transaction with NYM:

         Fast Growing yet fragmented niche market with consolidation opportunity: NYM is a well-recognized Chinese grocery chain with stores on the U.S. East Coast. The Chinese grocery market in the U.S. is currently highly fragmented. Most competitors are unsophisticated family businesses or single-store operations. Moreover, according to Nielsen Report 2015, the U.S. Chinese population grew 14.3% between 2010 and 2014, which far exceeded the overall U.S. population growth rate of 3.1% (The board understood that the anticipated growth rate is for a market larger than the one that NYM plans to expand into (which runs along the I-95 corridor, as discussed on page 41)). The Asian-American population, of which the Chinese-American population accounts for approximately 23.9%, is expected to grow 150% between 2014 and 2050. NYM is well-positioned to consolidate such a fragmented and rapidly growing Chinese-American market.

         Unique Market with High Entry Barriers: Unique Chinese eating habits, which generally continue for generations after immigration, include a preference for live fish and seafood, various animal parts and organs, and exotic and specialty fruits and vegetables. Therefore, we believe that most Chinese Americans are unsatisfied with the current offerings by American mainstream grocery stores. The unique cultural demands form a natural barrier to entry.

         Integrated Group with Supply Control: Mainstream U.S. supermarkets tend to rely on imports from China for their Chinese ethnic offerings, which precludes the option of fresh produce and live seafood, and suffers from periodic supply disruption. NYM operates its own grocery wholesale facilities with imports from China and other Asia countries to ensure the stable and low price of supply for the most popular grocery products for Chinese and Asia consumers. NYM also enjoys long-term, stable partnerships with U.S.-based specialty farms, orchards, and seafood harvesting facilities, supplemented by robust storage and logistics capabilities. NYM has developed, through significant backward integration of its supply chain, a dependable, integrated, and scalable supply and distribution network.

         Acquisitions and Online Shopping Capabilities: NYM plans to add approximately 31 new stores, mainly through acquisition, during the next 3 years to grow to approximately 39 stores and 2 wholesale facilities for centralized inventory management. Potential acquisitions are expected to be along the U.S. I-95 corridor, from Massachusetts to Florida, and also in Texas and Illinois. NYM is aggressively developing online grocery shopping and home delivery capabilities to extend its reach to Chinese residents of dispersed suburban areas.

         NYM’s track record: NYM grew from zero to eight supermarkets and two wholesale locations via organic development and successful acquisition without any external capital support. It has a track record of successful acquisitions: it spent $2.7 million to acquire and renovate Store Ming in Boston in 2009. Prior to its acquisition by NYM, Store Ming had net sales of $8.2 million for the year ended December 31, 2009. Net sales increased to $17.0 million for the year ended December 31, 2010, an increase of

42

107.3% compared to the prior year. The sales and Adjusted EBITDA for that store for the fiscal year ended March 31, 2016 were $21.8 million and $2.7 million, respectively. (For additional information on Adjusted EBITDA of Ming, see the table entitled “Net Income to Adjusted EBITDA Reconciliation for Ming, 8th Ave and Zen,” on page 94.). It acquired 2 other stores in 2011 and 2013 in the Greater New York and Greater Boston Areas, which also recorded improved sales and EBITDA under NYM’s operation after the acquisition.

         Attractive New Store Economics: Based on NYM’s track record, management experience and potential target analysis, a typical new store with over 10,000 square feet requires a net cash investment of approximately $2.5 million, including acquisition cost, renovation and working capital. Such a store would be expected to achieve sales of $9 million, $16 million and $17 million, and Adjusted EBITDA of $0.3M, $1.0M and $1.2M for the first three years after acquisition. NYM’s business model, including returns on investments in new stores, generates substantial earnings and free cash flow after initial investment.

Net Income to Adjusted EBITDA Reconciliation for New Store

(dollars in million, for first three years)

 

 

1st Year

 

2st Year

 

3nd Year

Net income

 

$

(0.3

)

 

$

0.5

 

$

0.6

Interests expenses

 

 

0.0

 

 

 

 

 

Income tax provision

 

 

(0.2

)

 

 

0.3

 

 

0.4

Depreciation

 

 

0.2

 

 

 

0.2

 

 

0.2

Amortization

 

 

 

 

 

 

 

New store opening expenses

 

 

0.6

 

 

 

 

 

Adjusted EBITDA

 

$

0.3

 

 

$

1.0

 

$

1.2

____________

(1)      For additional information on Adjusted EBITDA, see the section entitled “NYM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning on page 107.

E-compass’s management, including the members of its board of directors and its special advisors, are experienced in financial analysis, valuation for merger and acquisition, and has successfully consummated many transactions of equity investment, merger and acquisition. Although E-compass’s board of directors did not seek a third party valuation in connection with the Business Combination, the board of directors considered valuation information regarding NYM, including industry comparisons of the enterprise values of NYM and other growth retailer with similar growth perspective, projections and comparisons of revenue, gross profit, EBITDA and net income, the growth outlook for the markets that NYM serves, the abilities of NYM’s management team, free cash flow characteristics, same store sales, returns on new retail stores, and ratios of total enterprise value to EBITDA, share price to earnings ratios. These ratios are widely-accepted evaluation methods. In making its determination that the Business Combination is in the best interests of E-compass and its shareholders, the board of directors considered the amount of cash available in the trust account and the rollover equity incentives for members of its management. Significant drivers of value that the board considered are listed above.

NYM’s management prepared, in collaboration with E-compass’s management, projected financial results for The NYM as shown in the following tables:

Actual and Projected Financial Results

(dollars in million)

(unaudited)

 

 

For Years ended March 31,

 

 

2016

 

2017

 

2018

 

 

Actual

 

Projected(1)

 

Projected

Sales

 

$

131.2

 

 

$

177.6

 

 

$

253.4

 

Sales Growth

 

 

2.6

%

 

 

35.4

%

 

 

42.7

%

Adjusted EBITDA

 

$

8.4

 

 

$

11.5

 

 

$

15.7

 

Growth of Adjusted EBITDA

 

 

147.5

%

 

 

36.9

%

 

 

36.5

%

Number of Stores +2 wholesales

 

 

10

 

 

 

14

 

 

 

20

 

43

____________

(1)      Projected financial data includes the numbers of the 4 stores to be acquired before March 31, 2017 pursuant to NYM’s option to acquire 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B.

Net Income to Adjusted EBITDA Reconciliation

(dollars in million)

(unaudited)

 

 

For Years ended March 31,

 

 

2016

 

2017

 

2018

 

 

Actual

 

Projected(1)

 

Projected

Net Income

 

$

3.6

 

$

4.6

 

$

3.5

Adjusted depreciation and amortization

 

 

1.6

 

 

2.2

 

 

3.6

New store opening expenses

 

 

 

 

0.7

 

 

3.5

Interest expenses

 

 

0.2

 

 

0.2

 

 

2.2

Income Taxes

 

 

3.0

 

 

3.8

 

 

2.9

Adjusted EBITDA

 

$

8.4

 

$

11.5

 

$

15.7

____________

(1)      Projected financial data includes the numbers of the 4 stores to be acquired before March 31, 2017 pursuant to NYM’s option to acquire 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B.

(2)      The projection is based on the assumption that $25 million of debt financing will be raised at the closing of the Business Combination to fund the plan of new store acquisition and openings.

(3)      For additional information on Adjusted EBITDA, See the section entitled “NYM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning on page 107.

The major assumptions used for the projections include: (1) the business combination between E-compass and NYM closing in December 2016; (2) iFresh receiving $25 million debt financing simultaneously with the closing of the business combination to fund working capital and the new store acquisition and opening; (3) iFresh completing the acquisition of 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B (the projected financial numbers of fiscal year ended March 31, 2017 assume the 4 stores are acquired); (4) iFresh acquiring 6 stores in fiscal year 2018 with an average initial investment of $2.5 million and average revenues generated per store in fiscal year 2018 estimated at $9 million; (5) iFresh will do brand advertisement and accelerate vendor payments to obtain discounts after business combination with the funds from the debt financing, and, as a result, revenue will increase 5% and gross margin will increase fifty basis points for existing stores; (6) iFresh will spend approximately $0.5 to $0.7 million for new store opening expenses. (7) iFresh will spend an additional $0.5 million and $1.1 million for accounting, legal and other professional fees related to being a public company for fiscal years 2017 and 2018, respectively, as compared to fiscal year 2016.

E-compass and NYM does not intend as a matter of course to make public projections as to future sales, earnings, or other results. The prospective financial information set forth in the above tables was prepared solely for the purpose of estimating the enterprise value of NYM for purposes of the Acquisition Agreement. It was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of NYM’s management, was prepared on a reasonable basis, reflects the best available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected future financial performance of NYM. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither NYM’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

As described in more detail below, the management and board of directors of E-compass determined that the approximately $128 million proposed enterprise value and $125 million purchase price for NYM was appropriate based on its evaluation of NYM’s growth prospects, profitability, free cash flow, and the implied trading multiples of other retailers with similar growth prospective.

E-compass’ board of directors reviewed and analyzed the valuation of comparable retailer companies. E-compass’s management determined for the review of the market valuation, it should be more comparable to

44

select those retailers with similar growth prospective. After reviewing the financial data, competitive and growth prospective on the companies in the U.S. mainstream supermarket industries and E-compass’s board of directors concluded that the major players in the industry are not very suitable to be used as comparable companies for valuation. With many decades of development, most of the large market players, such as Walmart, Kroger, Costco, and Whole Foods, are well developed and established. These large players dominate the market and the competition in the mainstream supermarket industry is intense. Most of them maintain a stable yet quite limited growth rate, leaving no high growth prospect in the foreseeable future. However, NYM is exploring a niche market significantly different than mainstream supermarket industries, which is fast growing, but highly fragmented with high entry barriers for mainstream super market chains. NYM specializes in targeting Chinese-Americans and their desire for specialty products that are hard to find at mainstream conventional retailers. E-compass’s management also believes the vertical-integration essence of NYM enables it to consolidate this market, generate fast growth along the value chain, and potentially to grow into a national player in this fragmented niche market. Therefore, the board of directors of E-compass determined that the most relevant comparable companies should be a mixed portfolio of companies displaying a high-growth profile, reflecting a similar business model or pricing strategy and ideally depicting the SPAC structure of the transaction. Therefore, E-compass’ management sourced these most relevant publicly traded retail companies including: (a) high growth supermarket chains in the U.S. and in China such as Sprouts Farmers Market, Inc. and Yonghui Superstores Co., Ltd. ; (b) S.P.Q.R.companies (companies generating small profits yet quick return) who share similar pricing strategies with NYM, such as Dollar Tree, Inc., Dollar General Corporation, and Five Below, Inc.; (c) other fast growing retail stores in the U.S., such as Shake Shack Inc. and Chipotle Mexican Grill, Inc.; (d) successful retail businesses with a SPAC structure, such as Del Taco Restaurants, Inc. and Tile Shop Holdings, Inc. The following table displays financial information and multiples of comparable companies and NYM considered by E-compass’s board of directors.

Company

 

 

 

 

 

Equity

 

Enterprise

 

EV/Revenue

 

EV/EBITDA

 

P/E

Name

 

Exchange

 

Ticker

 

Value

 

Value

 

CY16

 

CY17

 

CY18

 

CY16

 

CY17

 

CY18

 

CY16

 

CY17

 

CY18

(USD in millions, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High-growth Supermarket

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yonghui Superstores Co., Ltd.

 

SHSE

 

601933

 

5,297

 

4,501

 

0.6x

 

0.5x

 

0.5x

 

16.8x

 

14.2x

 

11.9x

 

40.5x

 

33.6x

 

27.4x

Sprouts Farmers Market, Inc.

 

NasdaqGS

 

SFM

 

3,490

 

3,625

 

0.9x

 

0.7x

 

0.7x

 

10.9x

 

9.4x

 

8.3x

 

23.9x

 

20.3x

 

17.4x

S.P.Q.R. Companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dollar Tree,
Inc.

 

NasdaqGS

 

SFM

 

22,655

 

29,051

 

1.4x

 

1.3x

 

1.2x

 

12.2x

 

10.9x

 

9.4x

 

25.3x

 

20.8x

 

17.6x

Dollar General Corporation

 

NYSE

 

DG

 

27,002

 

29,805

 

1.3x

 

1.2x

 

1.1x

 

11.7x

 

10.8x

 

9.9x

 

20.5x

 

18.4x

 

16.0x

Five Below, Inc.

 

NasdaqGS