YHN Acquisition I (YHNA) faces Nasdaq 400-holder deficiency and compliance deadline

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

YHN Acquisition I Limited reported that Nasdaq has notified the company it no longer meets the exchange’s requirement for at least 400 Total Holders of its securities under Nasdaq Listing Rule 5450(a)(2). This deficiency currently does not affect the listing or trading of its units, ordinary shares or rights, which continue on Nasdaq under the symbols YHNAU, YHNA and YHNAR.

The company has 45 calendar days from the June 10, 2026 notification to submit a compliance plan. If Nasdaq accepts the plan, the exchange may grant up to 180 calendar days from the notification date for YHN Acquisition I Limited to regain compliance. The company may also apply to transfer its listing to the Nasdaq Capital Market, which requires an online application, a $5,000 fee, and meeting that market’s continued listing standards.

Positive

None.

Negative

Nasdaq listing deficiency notice: The company no longer meets Nasdaq Listing Rule 5450(a)(2) requiring at least 400 Total Holders, creating a risk of eventual delisting if compliance is not restored or a market transfer is not approved.

Insights

Nasdaq holder-count deficiency creates delisting and market-tier risk.

YHN Acquisition I Limited has fallen below Nasdaq’s requirement for at least 400% Total Holders. This triggers a formal compliance process but does not immediately affect trading of its units, ordinary shares or rights on Nasdaq.

The company has 45% days from the June 10, 2026 notice to submit a remediation plan. If Nasdaq accepts the plan, it may allow up to 180 days from the notice for the company to evidence compliance or consider alternatives, such as a transfer to the Nasdaq Capital Market.

Failure to satisfy Nasdaq’s criteria or gain approval for a transfer could eventually lead to delisting, which often reduces liquidity and visibility. The company states it intends to monitor its Total Holders and consider available options; subsequent disclosures will clarify whether Nasdaq accepts any proposed plan or grants an extension.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Minimum Total Holders Requirement: 400 Total Holders Plan submission window: 45 calendar days Maximum extension period: 180 calendar days +2 more

5 metrics

Minimum Total Holders Requirement 400 Total Holders Nasdaq Listing Rule 5450(a)(2) continued listing standard

Plan submission window 45 calendar days Time from June 10, 2026 notification to submit compliance plan

Maximum extension period 180 calendar days Possible extension from notification date if Nasdaq accepts plan

Nasdaq Capital Market application fee $5,000 Fee to apply for transfer of listing to Nasdaq Capital Market

Notification date June 10, 2026 Date Nasdaq issued deficiency notice to the company

Key Terms

Nasdaq Listing Rule 5450(a)(2), Total Holders, Nasdaq Hearings Panel, Nasdaq Capital Market, +1 more

5 terms

Nasdaq Listing Rule 5450(a)(2) regulatory

"not in compliance with the minimum total holders requirement set forth in Nasdaq Listing Rule 5450(a)(2)"

Total Holders financial

"requires a minimum of 400 “Total Holders” (defined as both beneficial holders and holders of record)"

Nasdaq Hearings Panel regulatory

"the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Nasdaq Capital Market regulatory

"Alternatively, the Company may consider applying for a transfer of listing to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

forward-looking statements regulatory

"Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/11/2026 - 12:28 PM

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

June 10, 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.)

2/F, Hang Seng Building
200 Hennessy Road, Wanchai

Hong Kong

n/a

(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.

On June 10, 2026, YHN Acquisition I Limited (the “Company”) received a notification letter (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum total holders requirement set forth in Nasdaq Listing Rule 5450(a)(2) for continued listing on Nasdaq, which requires a minimum of 400 “Total Holders” (defined as both beneficial holders and holders of record) of our securities (the “Minimum Total Holders Requirement”). The Notification Letter has no immediate effect on the listing or trading of the Company’s Units, Ordinary Shares and Rights on Nasdaq and, as of June 10, 2026, they will continue to trade on Nasdaq under the symbols “YHNAU,” “YHNA” and “YHNAR” respectively.

The Notification Letter provides that the Company has 45 calendar days to submit a plan to regain compliance. If our plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notification Letter to evidence compliance. In determining whether to accept our plan, Nasdaq will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Alternatively, the Company may consider applying for a transfer of listing to The Nasdaq Capital Market (the “Capital Market”). In order to transfer, the Company must submit an online transfer application, pay the $5,000 application fee, and meet the Capital Market’s continued listing requirements.

The Company intends to monitor the number of its Total Holders and will consider implementing available options to regain compliance with the Minimum Total Holders Requirement.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless 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: June 11, 2026	By:	/s/ Poon Man Ka, Christy
	Name:	Poon Man Ka, Christy
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq listing issue did YHN Acquisition I Limited (YHNA) disclose?

YHN Acquisition I Limited disclosed that Nasdaq notified the company it is not in compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders. This deficiency starts a formal process but does not immediately affect Nasdaq trading of its securities.

Does the Nasdaq deficiency notice immediately affect trading in YHNA securities?

The deficiency notice has no immediate effect on trading. YHN Acquisition I Limited’s units, ordinary shares and rights continue to trade on Nasdaq under the symbols YHNAU, YHNA and YHNAR as of the June 10, 2026 notification date.

How long does YHN Acquisition I Limited (YHNA) have to regain Nasdaq compliance?

The company has 45 calendar days from the June 10, 2026 notification to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notification date to demonstrate compliance with the listing rule.

What options does YHN Acquisition I Limited have if Nasdaq does not accept its plan?

If Nasdaq does not accept the company’s plan, YHN Acquisition I Limited can appeal to a Nasdaq Hearings Panel. It may also consider applying to transfer its listing to the Nasdaq Capital Market, subject to an online application, a $5,000 fee, and meeting that market’s standards.

What is the Nasdaq Capital Market option mentioned for YHNA?

YHN Acquisition I Limited may seek to transfer its listing to the Nasdaq Capital Market. To do so, it must submit an online transfer application, pay a $5,000 application fee, and satisfy the Nasdaq Capital Market’s continued listing requirements described in the company’s disclosure.

What does YHN Acquisition I Limited plan to do about the holder deficiency?

The company states it intends to monitor the number of its Total Holders and consider implementing available options to regain compliance with the 400-holder requirement. It also notes that Nasdaq will evaluate any proposed plan based on several qualitative and quantitative factors.

Filing Exhibits & Attachments

4 documents