YHN Acquisition I Ltd SEC Filings

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.

Mizuho Financial Group reports beneficial ownership of 660,001 common shares of YHN Acquisition I Limited, representing 8.5% of the class. The filing states Mizuho has sole voting and sole dispositive power over these shares and identifies itself as a parent holding company while noting that Mizuho Bank, Mizuho Americas LLC and Mizuho Securities USA LLC may be indirect owners of securities directly held by the broker-dealer subsidiary. The statement certifies the shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer. This disclosure is a routine regulatory notice required because the position exceeds the 5% reporting threshold.

W. R. Berkley Corporation and Berkley Insurance Company report beneficial ownership of 673,553 Ordinary Shares of YHN Acquisition I Limited, equal to 8.7% of the class based on 7,750,000 outstanding Ordinary Shares as of April 22, 2025. Both reporting persons are Delaware entities and indicate shared voting and shared dispositive power over these shares while reporting no sole voting or dispositive power. The issuer's principal executive office is listed in Hong Kong. The filers certify 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.