Nasdaq warns YHN Acquisition I (YHNA) on market value listing rules

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

YHN Acquisition I Limited has received two Nasdaq deficiency notices stating its Ordinary Shares no longer meet minimum market value requirements for continued listing on the Nasdaq Global Market.

Nasdaq found the company fell below the $15,000,000 Market Value of Publicly Held Shares threshold and the $50,000,000 Market Value of Listed Securities threshold for 30 consecutive business days from March 5, 2026 to April 16, 2026. The stock continues trading on Nasdaq under “YHNA,” and the company has until October 14, 2026 to regain compliance by maintaining the required market values for at least 10 consecutive business days or potentially transferring to the Nasdaq Capital Market.

Positive

None.

Negative

Nasdaq listing deficiencies create delisting risk: YHN Acquisition I Limited is below Nasdaq Global Market thresholds for both Market Value of Publicly Held Shares and Market Value of Listed Securities, and must regain compliance by October 14, 2026 or face potential delisting or a downgrade to the Nasdaq Capital Market.

Insights

Nasdaq warns YHN Acquisition I over low market values, creating delisting risk if conditions aren’t fixed.

YHN Acquisition I Limited has breached two Nasdaq Global Market thresholds: a $15,000,000 minimum Market Value of Publicly Held Shares and a $50,000,000 minimum Market Value of Listed Securities, both missed for 30 straight business days through April 16, 2026.

Nasdaq has given the company until October 14, 2026 to regain compliance by sustaining the required market values for at least 10 consecutive business days. Until then, YHNA remains listed, but its status is under review, and failure to comply would trigger a delisting notice.

The company can try to restore market value or seek a transfer to the Nasdaq Capital Market if it meets that market’s standards. Actual outcomes will depend on whether its share price and overall market value recover within the designated compliance window.

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 MVPHS requirement: $15,000,000 Minimum MVLS requirement: $50,000,000 Non-compliance period: 30 consecutive business days +3 more

6 metrics

Minimum MVPHS requirement $15,000,000 Nasdaq Listing Rule 5450(b)(2)(C) threshold for publicly held shares

Minimum MVLS requirement $50,000,000 Nasdaq Listing Rule 5450(b)(2)(A) threshold for listed securities

Non-compliance period 30 consecutive business days From March 5, 2026 to April 16, 2026 for both metrics

Compliance window end date October 14, 2026 Deadline to regain compliance under Nasdaq Listing Rules

Trading symbol YHNA Ordinary Shares continue trading on Nasdaq under this symbol

Required compliance streak 10 consecutive business days Market values must meet thresholds for this minimum period

Key Terms

Market Value of Publicly Held Shares, MVPHS, Market Value of Listed Securities, MVLS, +2 more

6 terms

Market Value of Publicly Held Shares financial

"not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”)"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

MVPHS financial

"the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C)"

Market Value of Listed Securities financial

"no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

MVLS financial

"the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing"

Nasdaq Global Market financial

"required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market financial

"the Company may consider applying for a transfer to The Nasdaq Capital Market (the “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.

Understanding 8-K Material Events →

04/20/2026 - 08:50 AM

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

April 17, 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 April 17, 2026, YHN Acquisition I Limited (the “Company”) received a notification letter (the “Notification Letter on MVPHS”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq, which requires a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”), since the Company failed to meet the MVPHS Requirement for a period of 30 consecutive business days from March 5, 2026 to April 16, 2026. The Notification Letter on MVPHS has no immediate effect on the listing or trading of the Company’s Ordinary Shares on Nasdaq and, as of April 20, 2026, the Ordinary Shares will continue to trade on Nasdaq under the symbol “YHNA.”

The Notification Letter on MVPHS provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until October 14, 2026, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C). To regain compliance, the minimum MVPHS must be at least $15,000,000 or more for a minimum of 10 consecutive business days prior to October 14, 2026. If the Company does not regain compliance by October 14, 2026, the Company will receive written notification from Nasdaq that its securities are subject to delisting. Alternatively, the Company may consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”). In order to transfer, the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

Additionally, on April 17, 2026, the Company received a separate notification letter (the “Notification Letter on MVLS”) from Nasdaq, indicating that the Company was no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) since the Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from March 5, 2026 to April 16, 2026. The Notification Letter on MVLS has no immediate effect on the listing or trading of the Company’s Ordinary Shares on Nasdaq and, as of April 20, 2026, the Ordinary Shares will continue to trade on Nasdaq under the symbol “YHNA.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until October 14, 2026, to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to October 14, 2026. If the Company does not regain compliance by October 14, 2026, the Company will receive written notification from Nasdaq that its securities are subject to delisting. Alternatively, the Company may consider applying for a transfer to the Capital Market. In order to transfer, the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

The Company intends to monitor the MVPHS Requirement and MVLS Requirement of its Ordinary Shares and will consider implementing available options to regain compliance with the MVPHS Requirement and MVLS Requirement under the Nasdaq Listing Rules.

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: April 20, 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 notice did YHN Acquisition I Limited (YHNA) receive?

YHN Acquisition I Limited received two Nasdaq deficiency notices stating it no longer meets the minimum market value standards for the Nasdaq Global Market. These relate to its Market Value of Publicly Held Shares and its overall Market Value of Listed Securities over a 30-day period.

Which Nasdaq listing rules is YHNA currently failing to satisfy?

YHNA is not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) for a minimum Market Value of Publicly Held Shares of $15,000,000 and Rule 5450(b)(2)(A) for a minimum Market Value of Listed Securities of $50,000,000, both breached over 30 consecutive business days.

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

The company has 180 calendar days, until October 14, 2026, to regain compliance. It must maintain the required market values for at least 10 consecutive business days before that date, or it will receive a notice that its securities are subject to delisting.

Does the Nasdaq deficiency notice immediately affect YHNA trading?

The notices have no immediate effect on trading, and YHN Acquisition I Limited’s Ordinary Shares will continue trading on Nasdaq under the symbol YHNA. The issue concerns future eligibility if market value requirements are not restored within the specified compliance period.

What options does YHN Acquisition I Limited have if it cannot meet Nasdaq Global Market standards?

If it cannot regain compliance on the Nasdaq Global Market, the company may apply to transfer its listing to the Nasdaq Capital Market. That would require submitting an online transfer application and meeting the Capital Market’s separate continued listing requirements.

What specific thresholds must YHNA meet to cure the Nasdaq deficiencies?

To cure the deficiencies, YHNA’s Market Value of Publicly Held Shares must reach at least $15,000,000, and its Market Value of Listed Securities must close at $50,000,000 or more for a minimum of 10 consecutive business days within the compliance period.

Filing Exhibits & Attachments

4 documents