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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
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
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 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 |
