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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
September
14, 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 1.01 Entry into a Material Definitive Agreement
As
approved by its shareholders at the Annual General Meeting of Shareholders on September 14, 2026 (the “Meeting”), YHN Acquisition
I Limited (the “Company”) had on September 14, 2026 entered into an amendment (the “Trust Amendment”) to the investment
management trust agreement, dated as of September 17, 2024, as amended, by and between the Company and Continental Stock Transfer &
Trust Company, to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “Trust
Account”) established in connection with the Company’s initial public offering (the “IPO”) by three (3) times
for an additional three (3) months each time from September 19, 2026 to June 19, 2027 by depositing into the trust account an aggregate
amount of $100,000 for each three-month extension.
Item 5.03. Amendments
to memorandum and articles of association.
As
approved by its shareholders at the Meeting on September 14, 2026, the Company filed the fifth amended and restated memorandum and articles
of association on September 15, 2026 (the “Charter Amendment”), pursuant to which the board of directors the right to extend
the date by which the Company has to consummate a business combination from September 19, 2026 (the date that is 24 months from the closing
date of the IPO) to June 19, 2027 (the date that is 33 months from the closing date of the IPO).
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
August 19, 2026, the record date for the Meeting, there were 4,285,821 ordinary shares
of the Company entitled to vote at the Meeting. On September 14, 2026, the Company held the Meeting, of which 4,028,193 (or approximately
93.99%) ordinary shares of the Company entitled to vote, were represented in the Meeting either in person or by proxy.
The
final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
1. Charter Amendment
Shareholders
approved the proposal to amend (the “Charter Amendment”) the Company’s fourth amended and restated memorandum and articles
of association to provide the Company with the discretion to extend the date by which the Company has to consummate a business combination
three (3) times for an additional three (3) months each time from September 19, 2026 to June 19, 2027 by adopting the fifth amended and
restated memorandum and articles of association in their entirety in place of the Company’s existing memorandum and articles. Approval
of the Charter Amendment required the approval of a majority of the votes of the shares which were present in person or by proxy and entitled
to vote thereon at the Meeting. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 3,640,826 |
|
387,367 |
|
0 |
|
0 |
2. Trust Amendment
Shareholders
approved the proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as
of September 17, 2024, as amended, by and between the Company and Continental Stock Transfer & Trust Company to provide the Company
with the discretion to extend the date on which to commence liquidating the trust account established in connection with the Company’s
initial public offering three (3) times for an additional three (3) months each time from September 19, 2026 to June 19, 2027 by depositing
into the trust account an aggregate amount of $100,000 for each three-month extension. Approval of the Trust Amendment required the approval
of at least fifty percent (50%) of outstanding shares present in person or by proxy and entitled to vote thereon at the Meeting. The voting
results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 3,640,826 |
|
387,367 |
|
0 |
|
0 |
As there were sufficient votes
to approve the above proposals, Proposal No. 3, the “Adjournment Proposal” described in the Company’s definitive proxy,
which was filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2026, was not presented to the shareholders.
Item 8.01. Other Events.
In
connection with the shareholders vote at the Meeting, 1,822,960 ordinary shares were tendered for redemption. Following such redemption,
the amount of funds remaining in the trust account is approximately $7,882,708.91.
On
September 14, 2026, the Company”) deposited $100,000 into the trust account established in connection with the Company’s initial
public offering, in order to extend the amount of time it has available to complete a business combination from September 19, 2026 to
December 19, 2026.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
| Exhibit No. |
|
Description |
| 3.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association |
| 10.1 |
|
Amendment No. 2 to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company dated as of September 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 16, 2026 |
By: |
/s/
Poon Man Ka, Christy |
| |
Name: |
Poon Man Ka, Christy |
| |
Title: |
Chief
Executive Officer |