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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
November
7, 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. 1 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 (the “Joinder
Agreement”), whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the
Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties,
rights, obligations and conditions of the Business Combination Agreement as though an original party thereto.
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 whereby up to an additional $70,000,000 worth
of Earnout Consideration Shares may be paid to the Company Shareholders as contingent post-closing earnout consideration. As a result,
the aggregate consideration for the Acquisition Merger is $326,000,000 plus up to $70,000,000 worth of Earnout Consideration Shares. The
Merger Consideration will be paid in the form of (1) 32,600,000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which are
comprised of (A) 30,970,000 PubCo Ordinary Shares as the Closing Payment Shares and (B) 1,630,000 PubCo Ordinary Shares to be issued to
the Company Shareholders at the Closing and held back as security for the Company’s representations and warranties as further set
forth in Article XI of the Business Combination Agreement as the Holdback Shares; and (2) an addition of up to 7,000,000 PubCo Ordinary
Shares valued at $10.00 per share as contingent post-closing earnout consideration subject to the earnout mechanism.
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 (the “Amendment
No. 1”), 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.
The foregoing description of the Amendment No.
1 does not purport to be complete and is qualified in its entirety by the full text of the Amendment No. 1, which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Amended and Restated Business Combination Agreement, dated November 7, 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.
| Dated:
November 10, 2025 |
|
| |
|
|
| YHN
ACQUISITION I LIMITED |
|
| |
|
|
| By: |
/s/
Poon Man Ka, Christy |
|
| Name: |
Poon Man Ka, Christy |
|
| Title: |
Chief
Executive Officer |
|
