Welcome to our dedicated page for YHN Acquisition I SEC filings (Ticker: YHNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for YHN Acquisition I Limited (YHNA), a British Virgin Islands blank check company with securities listed on the Nasdaq Stock Market LLC. Through these filings, investors can review how the company structures its initial public offering, manages its trust account, and advances its proposed business combination with Mingde Technology Limited.
Key filing types for YHN Acquisition I Limited include current reports on Form 8‑K, which disclose material events such as the entry into the Business Combination Agreement and its subsequent amendments, leadership changes, and deposits into the trust account to extend the deadline for completing a business combination. These 8‑K filings describe the Reincorporation Merger, the Acquisition Merger, the earnout mechanism, and adjustments to merger consideration and earnout conditions, as well as the extension of the outside closing date for the transaction.
The company’s definitive proxy statement on Schedule 14A outlines proposals for shareholders to amend the company’s charter and investment management trust agreement. These amendments would provide discretion to extend the termination date for consummating a business combination and to extend the date on which the trust account would be liquidated, subject to depositing specified Extension Payments into the trust account. The proxy statement also explains the rationale for these changes and the board’s view that additional time may be needed to complete the business combination.
On Stock Titan, YHNA’s SEC filings are updated as they are made available through EDGAR. AI-powered summaries can help explain the structure and implications of complex documents such as the Business Combination Agreement, amendments, and proxy materials, highlighting key terms, timelines, and conditions. Users can quickly locate information about the company’s listed securities (YHNAU, YHNA, YHNAR), its emerging growth company status, and the mechanics of its SPAC structure, all based on the underlying regulatory filings.
YHN Acquisition I Limited reported that it has signed Amendment No. 2 to its Amended and Restated Business Combination Agreement with Mingde Technology Limited, extending the Outside Closing Date for their proposed business combination to June 18, 2026. The deal structure still contemplates a reincorporation merger and a subsequent acquisition merger that would make Mingde a wholly owned subsidiary of a Nasdaq-listed purchaser.
The disclosure reiterates that completion of the transaction depends on conditions such as shareholder approval and other closing requirements, and includes extensive cautionary language about forward-looking statements. Risks highlighted include the possibility the business combination may not be completed, potential legal proceedings, uncertainty around redemptions by public shareholders, and competition and regulatory changes affecting Mingde’s business.
On December 15, 2025, YHN Acquisition I Limited deposited $150,000 into its trust account to extend the time it has to complete a business combination. This payment shifts the deadline for closing a transaction from December 19, 2025 to March 19, 2026, giving the company an additional three months to pursue and finalize a suitable deal.
YHN Acquisition I Limited is asking shareholders to approve changes to its charter and trust agreement so it can extend the deadline to complete its initial business combination up to three times, in three-month increments, from December 19, 2025 to September 19, 2026. For each three-month extension, the sponsor or its affiliates is expected to lend $150,000 to the company, which will be deposited into the trust account as an extension payment and repaid only if a business combination closes. As of November 12, 2025, the trust account held about $63.3 million, implying an estimated redemption price of roughly $10.55 per public share. Public shareholders may redeem their shares for cash in connection with the vote, but if the amendments are not approved and no deal closes by December 19, 2025, the SPAC must liquidate, return the remaining trust funds to public holders and allow its rights and warrants to expire worthless.
YHN Acquisition I Limited filed its Q3 2025 report. The SPAC held $63,023,976 in the trust account as of September 30, 2025, with 6,000,000 ordinary shares classified as redeemable at a redemption price of $10.50 per share. Cash outside the trust was $95,142, and the company reported a working capital deficit of $299,020.
For the nine months ended September 30, 2025, the company recorded net income of $1,041,201, driven by dividend income on trust investments. Management disclosed substantial doubt about the company’s ability to continue as a going concern if an initial business combination is not completed by December 18, 2025.
The company has a pending business combination with Mingde Technology Limited. On November 7, 2025, terms were amended to an aggregate consideration of $280,000,000 plus up to $80,000,000 in earnout shares tied to post‑closing share price performance, including 19,000,000 closing payment shares and 1,000,000 holdback shares. As of November 11, 2025, 7,750,000 ordinary shares were issued and outstanding.
YHN Acquisition I Limited entered into Amendment No. 1 to its Amended and Restated Business Combination Agreement with Mingde Technology Limited on November 7, 2025. The amendment changes the earnout trigger from future revenue performance to post-closing share price performance of the Purchaser Ordinary Shares.
The deal terms reiterate aggregate merger consideration of $326,000,000 plus up to $70,000,000 in earnout consideration. Consideration is structured as 32,600,000 newly issued PubCo Ordinary Shares valued at $10.00 per share, comprising 30,970,000 Closing Payment Shares and 1,630,000 Holdback Shares. The earnout allows for up to an additional 7,000,000 PubCo Ordinary Shares valued at $10.00 per share, now contingent on share price performance after closing.
The transaction framework remains a two-step merger: a reincorporation merger followed by the acquisition merger, after which the combined company is intended to be publicly traded on Nasdaq.
YHN Acquisition I Limited called an Annual Meeting to seek shareholder approval for two amendments that would allow up to three extensions of its deadline to complete a business combination, each for three months, moving the termination date from December 19, 2025 to September 19, 2026. Each extension requires a $150,000 deposit into the trust account, funded as a non‑interest bearing loan from the sponsor and repayable at closing of a business combination.
The Company entered into a Business Combination Agreement with Mingde Technology Limited on April 3, 2025. Public shareholders retain redemption rights for a pro rata share of the trust, calculated as of two business days prior to the meeting. The Company will not proceed with the extensions if redemptions would cause net tangible assets to fall below $5,000,001. If the proposals fail and no business combination closes by December 19, 2025, the trust will be liquidated and public rights will expire worthless. Shares outstanding entitled to vote total 7,750,000.
YHN Acquisition I Limited entered into an Indemnification Agreement with Chief Executive Officer Poon Man Ka, Christy on October 10, 2025, along with a Joinder to the Stock Escrow Agreement and a Letter Agreement.
The filing also notes a prior leadership change effective July 11, 2025, when Satoshi Tominaga resigned and Ms. Poon became CEO and a director. In connection with that change, 15,000 ordinary shares were transferred: first from Mr. Tominaga to the sponsor and then to Ms. Poon, with $214.29 reported for each transaction. The 15,000 shares remain subject to existing lock‑up and stock escrow restrictions.
The company listed these agreements as exhibits to document indemnification protections for the CEO and to maintain the original escrow and lock‑up terms on the transferred founder shares.
Initial Form 3 filing by Poon Man Ka for YHN Acquisition I Ltd (YHNA). The filing reports that Poon Man Ka, who is listed as a Director and Chief Executive Officer, beneficially owns 15,000 ordinary shares of the issuer in a direct ownership form. The statement of event date is 08/11/2025 and the form is signed on 09/30/2025. No derivative securities or additional holdings are reported.
Insider transfer after resignation: The Form 4 shows that Satoshi Tominaga, identified as former CEO and Director of YHN Acquisition I Ltd (YHNA), transferred 15,000 ordinary shares on 08/01/2025 to YHN Partners I Limited for a total price of $214.29. The filing notes the transfer was made in connection with his resignation as Chief Executive Officer and Director. The form is signed by Mr. Tominaga on 09/30/2025.
RiverNorth Capital Management, LLC reports beneficial ownership of 445,000 ordinary shares of YHN Acquisition I Ltd, representing 5.74% of the class. The filing states RiverNorth has sole voting and sole dispositive power over these shares.
The reporting person is identified as an investment adviser (Type: IA) organized in Delaware. The statement certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
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