E-compass Acquisition Corp. (Nasdaq: ECAC), a special purpose acquisition company, announced today that it entered into a definitive merger agreement with NYM Holding, Inc. . NYM, a Delaware corporation, 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.

The Transaction

Upon consummation of the transaction contemplated by the definitive merger agreement, (i) ECAC will redomesticate to Delaware by merge with and into iFresh Inc.("iFresh"), a Delaware corporation and wholly owned subsidiary of ECAC, and (ii) immediately after the redomestication, iFresh Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of iFresh, will be merged with and into NYM, resulting NYM being a wholly owned subsidiary of iFresh.

Pursuant to the definitive merger agreement, the Company would pay NYM's current stockholders an aggregate of $125 million in connection with the transaction: (i) $5 million in cash, plus, (ii) 12,000,000 shares of common stock of iFresh to be issued to the selling shareholders valued at $10.00 per share (the deemed value of the shares in the Acquisition Agreement). The transaction is conditioned on the surviving company receiving a loan of at least $15 million in connection with the closing of the transactions contemplated by the Merger Agreement. If the transaction closes, iFresh will also receive an option to acquire an additional five supermarkets prior to March 31, 2017 for consideration of $10 million in cash. The transaction is expected to close before the end of 2016.

About NYM Holding, Inc.

NYM is a fast growing Asian/Chinese grocery supermarket chain in the north-eastern U.S. providing food and other merchandise that is hard to find in mainstream grocery stores. Since its start in 1995, NYM has been targeting the Chinese and Asian population in the U.S. with its in-depth cultural knowledge of its target customer's unique consumption habits. NYM currently has two wholesale facilities and eight retail supermarkets across New York, Massachusetts and Florida, with annual revenue of $131.2 million for the fiscal year endedMarch 31, 2016.

About E-compass Acquisition Corp.

E-compass Acquisition Corp. is a Cayman Islands exempted company incorporated on September 23, 2014 as a blank check company formed for the purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, or entering into contractual arrangements that give us control over such a target business.