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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form
8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
October
21, 2026
Date of Report (Date of
earliest event reported)
YHN
Acquisition I Limited
(Exact Name of Registrant
as Specified in its Charter)
| British Virgin Islands |
|
001-42251 |
|
n/a |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
8
Queen’s Road East, Wanchai
Hong Kong |
|
n/a
0000 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: +852 5499 8101
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share |
|
YHNAU |
|
The
Nasdaq Stock Market LLC |
| Ordinary Share |
|
YHNA |
|
The
Nasdaq Stock Market LLC |
| Rights |
|
YHNAR |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on April 17, 2026, YHN
Acquisition I Limited (the "Company") received two written notices from the Listing Qualifications Department (the "Staff")
of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the previous 30 consecutive trading days, (i) the market value
of the Company's publicly held shares had been below the minimum of $15,000,000 required for continued listing on The Nasdaq Global Market
pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Rule"), and (ii) the market value of the Company's listed securities
had been below the minimum of $50,000,000 required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A)
(the "MVLS Rule" and, together with the MVPHS Rule, the "Rules"). In accordance with Nasdaq Listing Rules 5810(c)(3)(D)
and 5810(c)(3)(C), respectively, the Company was provided a compliance period of 180 calendar days, or until October 14, 2026, to regain
compliance with each of the Rules.
On October 21, 2026, the Company received a written
notice (the "Staff Determination") from the Staff notifying the Company that it had not regained compliance with either the
MVPHS Rule or the MVLS Rule by October 14, 2026, and that, accordingly, the Staff had determined to delist the Company's units, ordinary
shares and rights (collectively, the "Securities") from The Nasdaq Global Market. The Staff Determination states that, unless
the Company requests an appeal of the Staff Determination to a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on October 28, 2026, trading
in the Securities will be suspended at the opening of business on October 30, 2026, and a Form 25-NSE will be filed with the Securities
and Exchange Commission (the "SEC"), which will remove the Securities from listing and registration on The Nasdaq Stock Market.
The Staff Determination also advised the Company
that, as an alternative to delisting, the Company could apply to transfer the listing of the Securities to The Nasdaq Capital Market by
October 28, 2026, provided that the Company satisfies the continued listing requirements of that market.
After careful consideration, the Company's board
of directors has determined not to appeal the Staff Determination and not to apply to transfer the listing of the Securities to The Nasdaq
Capital Market. Accordingly, the Company expects that trading in the Securities on Nasdaq will be suspended at the opening of business
on October 30, 2026, and that Nasdaq will thereafter file a Form 25-NSE with the SEC to effect the delisting of the Securities from Nasdaq
and the deregistration of the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company intends to apply to have the Securities
quoted on the OTC Markets following the suspension of trading on Nasdaq. Quotation on the OTC Markets requires, among other things, that
a market maker file a Form 211 with the Financial Industry Regulatory Authority, Inc. ("FINRA") and that FINRA clear such filing.
There can be no assurance that a market maker will file a Form 211 with respect to the Securities, that any such filing will be cleared
by FINRA, that the Securities will become eligible for quotation on the OTC Markets, or, if they do, that an active trading market for
the Securities will develop or be sustained. The transition of the Securities to the OTC Markets may result in a less liquid market for
the Securities and may adversely affect the trading price and volatility of the Securities. The Company will announce the OTC Markets
tier and trading symbols for the Securities once such information is available.
The delisting of the Securities from Nasdaq does
not affect the Company's business operations and intention to continue to pursue a business combination. The Company intends to continue
to file periodic and other reports with the SEC under applicable federal securities laws. The delisting also does not affect the rights
of the holders of the Company's public ordinary shares to receive their pro rata portion of the funds held in the trust account established
in connection with the Company's initial public offering in accordance with the Company's amended and restated memorandum and articles
of association, including in connection with a shareholder vote to approve the Company's proposed business combination or upon the Company's
failure to consummate an initial business combination within the time period required by its memorandum and articles of association.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking
statements include, without limitation, statements regarding the expected timing of the suspension of trading and delisting of the Securities
from Nasdaq, the filing of a Form 25-NSE, the Company's intention to seek quotation of the Securities on the OTC Markets, the eligibility
of the Securities for such quotation, the development of a trading market for the Securities, and the Company's ability to continue to
satisfy its reporting obligations. These statements are based on the current expectations and beliefs of the Company's management and
are subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results to
differ materially from those described in the forward-looking statements, including, among others: the risk that a market maker does not
file, or FINRA does not clear, a Form 211 with respect to the Securities; the risk that the Securities do not become eligible for quotation
on the OTC Markets or that an active trading market does not develop; the effect of the delisting on the liquidity and trading price of
the Securities; the effect of the delisting on the Company's ability to consummate its proposed business combination or any other initial
business combination; and the other risks and uncertainties described under the heading "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, and in the Company's other filings with the SEC. Forward-looking statements
speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise, except as required by law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
YHN
Acquisition I Limited |
| |
|
|
| Dated: October 26, 2026 |
By: |
/s/
Poon Man Ka, Christy |
| |
Name: |
Poon Man Ka, Christy |
| |
Title: |
Chief
Executive Officer |
