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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
December
15, 2025
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
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.
This section describes
the material provisions of the Amended and Restated Business Combination Agreement (as defined below), Amendment No. 2 to Amended and
Restated Business Combination Agreement and certain related documents but does not purport to describe all of the terms thereof. Shareholders,
rights holders and other interested parties of YHN Acquisition I Limited, a British Virgin Islands company and Mingde Technology Limited,
a Cayman Islands company are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference
to the complete text of the following agreements, copies of which (or forms of which) are attached as exhibits hereto or to the current
reports on Form 8-K previously filed by YHN. Unless otherwise defined herein, the capitalized terms used below are defined in the Amended
and Restated Business Combination Agreement.
As previously disclosed,
on April 3, 2025, YHN Acquisition I Limited, a British Virgin Islands company (“YHN” or “Parent”) entered into
that certain Business Combination Agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde” or the “Company”),
pursuant to which, (a) immediately prior to the Closing, Parent will merge with and into Purchaser, with Purchaser continuing as the surviving
entity (the “Reincorporation Merger”), (b) at the Closing, the parties will effect a merger of Merger Sub, a Cayman Islands
company and wholly owned subsidiary of Purchaser (the “Merger Sub”), formed for the sole purpose of merging with and into
the Company (the “Acquisition Merger”) in which the Company will be the surviving entity and a wholly owned subsidiary of
Purchaser (the Acquisition Merger, together with the Reincorporation Merger and the other transactions contemplated by the Business Combination
Agreement and the Additional Agreements, the “Transactions”); and (c) following the Closing, Purchaser will be a publicly
traded company listed on Nasdaq.
As previously disclosed,
on May 8, 2025, each of Purchaser, Merger Sub, YHN and the Company executed that certain Joinder Agreement to the Business Combination
Agreement.
As previously disclosed,
on June 3, 2025, each of Purchaser, Merger Sub, YHN and the Company executed that certain Amended and Restated Business Combination Agreement
(the “Amended and Restated Business Combination Agreement”) to provide for an earnout mechanism.
As previously disclosed,
on November 7, 2025, the parties to the Amended and Restated Business Combination Agreement entered into Amendment No. 1 to Amended and
Restated Business Combination Agreement, which serves to adjust the Merger Consideration and the contingency basis of the Earnout Consideration
from future revenue performance to post-closing share price performance of the Purchaser Ordinary Shares.
On December 15, 2025, the parties to the Business Combination Agreement
further entered into an Amendment No. 2 to the Business Combination Agreement (the “Amendment No. 2”). The Amendment No. 2
serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement)
to June 18, 2026.
The foregoing description
of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by the full text of the Amendment No. 2, which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
IMPORTANT NOTICES
Additional Information and Where to Find It
In connection with the Business Combination described
herein, YHN and and/or its subsidiary will file relevant materials with the SEC, including the Registration Statement. The proxy statement
and a proxy card will be mailed to shareholders as of a record date to be established for voting at the meeting of YHN shareholders relating
to the proposed Business Combination. Shareholders will also be able to obtain a copy of the Registration Statement and proxy statement
without charge from YHN. The Registration Statement and proxy statement, once available, may also be obtained without charge at the SEC’s
website at www.sec.gov or by writing to YHN at 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong. INVESTORS AND SECURITY
HOLDERS OF YHN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTIONS THAT YHN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT YHN, MINGDE AND THE TRANSACTIONS DESCRIBED HEREIN.
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result” and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not
limited to, statements regarding the proposed Business Combination, including the anticipated initial enterprise value, the benefits of
the proposed Business Combination, integration plans, anticipated future financial and operating performance and results, including estimates
for growth, and the expected timing of the Business Combination. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements
are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated. Consequently, you should not rely on these forward-looking statements as predictions of future events.
Many factors could cause actual future events
to differ materially from the forward-looking statements in this Current Report, including but are not limited to: (i) the risk that the
Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of YHN’s securities;
(ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination
Agreement by the shareholders of YHN; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to
the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and proposed Business
Combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the proposed Business
Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue;
(vii) statements regarding Mingde’s industry and market size; (viii) financial condition and performance of Mingde, including the
anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions
of YHN’s public shareholders, the financial condition, liquidity, results of operations, the products, the expected future performance
and market opportunities of Mingde; (ix) the impact from future regulatory, judicial, and legislative changes in Mingde’s industry;
(x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those
factors discussed in YHN’s filings with the SEC and that will be contained in the definitive proxy statement/prospectus relating
to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described
in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents to be filed by YHN from time
to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Mingde and YHN may elect to update
these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise, subject to applicable law. Neither Mingde nor YHN gives any assurance
that Mingde, or YHN, or the combined company, will achieve its expectations.
Participants in Solicitation
YHN, Mingde and certain shareholders of YHN, and
their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of
proxies from the holders of YHN shares in respect of the proposed transaction. Information about YHN’s directors and executive officers
and their ownership of YHN securities is set forth in YHN’s Annual Report on Form 10-K, filed with the SEC on March 20, 2025. Other
information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to
the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination
described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of YHN or Mingde, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 2 to Amended and Restated Business Combination Agreement, dated December 15, 2025, by and among YHN Acquisition I Limited, YHNA MS I Limited, YHNA MS II Limited and Mingde Technology Limited |
| 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: December 17, 2025 |
By: |
/s/
Poon Man Ka, Christy |
| |
Name: |
Poon Man Ka, Christy |
| |
Title: |
Chief
Executive Officer |
