Filed 2026-03-31 · Period ending 2025-12-31 · 41,197 words · SEC EDGAR
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# YHN Acquisition I Ltd (YHNA) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001683168-26-002441
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2020987/000168316826002441/)
**Origin leaf:** 70594eadd52a1c4137f864f50300c91d9bfbb64b845d1e8061f4e8337e37b6a4
**Words:** 41,197
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**Table of Contents
UNITED STATES**
**SECURITIES AND EXCHANGE
COMMISSION**
**Washington, D.C. 20549**
****
**FORM10-K**
**ANNUAL
REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**
For the fiscal year endedDecember31,
2025
or
**TRANSITION
REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**
For the transition period
from ______________ to ______________
Commission file
number 001-42251
**YHN Acquisition I Limited**
(Exact Name of Registrant
as Specified in Its Charter)
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British Virgin Islands |
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N/A 00-0000000 | |
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification No. | |
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2/F, Hang Seng Building
200 Hennessy Road, Wanchai
Hong Kong |
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N/A 00000 | |
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Address of Principal Executive Offices |
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Zip Code | |
Registrants telephone
number, including area code:**+852 5499 8101**
Securities registered
pursuant to Section12(b)of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered | |
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Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share |
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YHNAU |
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The Nasdaq Stock Market LLC | |
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Ordinary Share |
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YHNA |
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TheNasdaqStock Market LLC | |
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Rights |
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YHNAR |
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TheNasdaqStock Market LLC | |
Securities registered
pursuant to Section 12g of the Act: None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes;No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes;No
Indicate
by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to
file such reports), and (2)has been subject to such filing requirements for the past 90days.YesNo;
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405
of Regulation S-T (232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant
was required to submit such files).YesNo;
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule12b-2 of the Exchange Act.
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Large accelerated filer |
Accelerated filer | |
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Non-accelerated filer |
Smaller reporting company | |
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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 Section13(a)of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). YesNo
The
aggregate market value of the registrants ordinary shares outstanding at June 30, 2025, other than ordinary shares held by persons
who may be deemed affiliates of the registrant, was $62,700,000.
As
of March 9, 2026, there were 4,285,821 ordinary shares of the Registrant, no par value, issued and outstanding.
DOCUMENTS INCORPORATED
BY REFERENCE
None.
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**DEFINED TERMS**
Unless otherwise stated
in this annual report on Form 10-K for the year ended December 31, 2025 (this Form 10-K), references to:
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BVI refers to the British Virgin Islands; | |
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Companies Act and the Insolvency Act refer to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 of the British Virgin Islands, respectively and in each case as the same may be amended and supplemented from time to time; | |
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fourth amended and restated memorandum and articles of association refers to our Fourth Amended and Restated Memorandum and Articles of Association, adopted by the Company; | |
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initial shareholders refers to all of our shareholders immediately prior to our IPO, including all of our officers and directors to the extent they hold such shares; | |
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insider shares refers to the 1,500,000 ordinary shares held by our initial shareholders; | |
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IPO refers to our initial public offering of 6,000,000 units that was consummated on September 19, 2024; | |
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letter agreements refer to the agreements executed among us, the underwriters, our officers, directors and other initial shareholders on September 17, 2024; | |
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PRC or China refers to the Peoples Republic of China. | |
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private rights refers to the rights included in the private units; | |
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private units refers to the units issued in a private placement simultaneously with the closing of the IPO; | |
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public shareholders means the holders of the public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial shareholders to the extent that they purchase such public shares (except that our initial shareholders will not have conversion or tender rights with respect to any public shares they own); | |
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public shares refers to ordinary shares which are being sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market); | |
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rights or public rights refer to the rights which are being sold as part of the units in the IPO; | |
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sponsor refers to YHN Partners I Limited; | |
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US Dollars and $ refer to the legal currency of the UnitedStates; and | |
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YHN, we, us or our company refers to YHN AcquisitionI Limited. | |
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**
**TABLE OF CONTENTS**
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS |
iii | |
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PART I |
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1 | |
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ITEM 1. |
BUSINESS |
1 | |
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ITEM 1A. |
RISK FACTORS |
16 | |
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ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
16 | |
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ITEM 1C. |
CYBERSECURITY |
16 | |
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ITEM 2. |
PROPERTIES |
16 | |
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ITEM 3. |
LEGAL PROCEEDINGS |
17 | |
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ITEM 4. |
MINE SAFETY DISCLOSURES |
17 | |
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PART II |
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18 | |
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ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
18 | |
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ITEM 6. |
[RESERVED] |
19 | |
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ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
19 | |
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
23 | |
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
23 | |
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
23 | |
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ITEM 9A. |
CONTROLS AND PROCEDURES |
23 | |
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ITEM 9B. |
OTHER INFORMATION |
24 | |
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ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
24 | |
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PART III |
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25 | |
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
25 | |
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ITEM 11. |
EXECUTIVE COMPENSATION |
33 | |
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
34 | |
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
35 | |
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ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
37 | |
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PART IV |
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38 | |
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ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
38 | |
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ITEM 16. |
FORM 10-K SUMMARY |
40 | |
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SIGNATURES |
41 | |
****
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**CAUTIONARY NOTE REGARDING
FORWARD LOOKING STATEMENTS**
The
statements contained in this Form 10-K that are not purely historical are forward-looking statements. Our forward-looking statements include,
but are not limited to, statements regarding our or our Managements expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words anticipates, believe, continue,
could, estimate, expect, intends, may, might, plan,
possible, potential, predicts, project, should, would
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:
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our ability to complete our Business Combination; | |
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Business Combination; | |
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Business Combination, as a result of which they would then receive expense reimbursements and other benefits; | |
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our potential ability to obtain additional financing to complete a Business Combination; | |
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our pool of prospective target businesses; | |
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the ability of our officers and directors to generate a number of potential investment opportunities; | |
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potential changes in control of us if we acquire one or more target businesses for stock; | |
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our public securities potential liquidity and trading; | |
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our expectations regarding the time during which we will be an emerging growth company under the JOBS Act; | |
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our use of proceeds not held in the trust account; or | |
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our financial performance, including following our Business Combination. | |
The
forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading *Risk Factors*.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
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**PART I**
**ITEM 1. BUSINESS**
**General**
****
We are a newly incorporated blank check company
formed in the British Virgin Islands as a business company with limited liability (meaning that our public shareholders have no liability,
as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities, which we refer to as a target business.
We are based in Hong Kong. Our principal office
is located in Hong Kong and our sponsor and a majority of our executive officers and directors are based in or have significant ties to
the mainland China and/or Hong Kong. In addition, we may pursue or consummate an initial business combination with a company located or
doing business in the PRC (including Hong Kong and Macau). Given the risks relating to doing business in Hong Kong and/or the PRC, we
may be a less attractive partner to non-PRCor non-HongKong based target companies as compared to other SPACs that do not have
ties to Hong Kong or the PRC, which may therefore limit the pool of acquisition candidates.
Our efforts to identify a prospective target business
will not be limited to a particular industry or geographic location.
**Business Combination Agreement with Mingde
Technology Limited**
On April 3, 2025, YHN has entered into a business
combination agreement with Mingde Technology Limited, a Cayman Islands company (Mingde), (as amended and restated on June
3, 2025 and as further amended by Amendment No. 1 and Amendment No. 2 thereto and may be further amended from time to time, the Business
Combination Agreement), which provides for a business combination between YHN and Mingde (the Business Combination).
Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) subject to the approval of
the Reincorporation Merger and the relevant plan and articles of merger by the shareholders of YHN, YHN will merge with and into YHNA
MS I LIMITED, a Cayman Islands exempted company incorporated as a wholly owned subsidiary of YHN (such company before the Business Combination
is referred to as NewCo or Purchaser and upon and following the Acquisition Merger is hereinafter sometimes
referred to as PubCo), with NewCo remaining as the surviving publicly traded entity (the Reincorporation Merger);
(ii) as soon as practicable promptly after the Reincorporation Merger, YHNA MS II Limited (Merger Sub), a Cayman Islands
exempted company incorporated as a wholly owned subsidiary of NewCo, will be merged with and into Mingde, with Mingde remaining as the
surviving entity, resulting in Mingde being a wholly owned subsidiary of PubCo (the Acquisition Merger).
The aggregate consideration for the Acquisition
Merger (the Merger Consideration) is $200,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares (as defined
below). The Merger Consideration will be paid in the form of (1) 20,000,000 newly issued ordinary shares, par value of $0.001 each, of
PubCo (PubCo Ordinary Shares) valued at $10.00 per share, which is comprised of (A) 19,000,000 PubCo Ordinary Shares (the Closing
Payment Shares) which shall be issued at the Closing and (B) 1,000,000 PubCo Ordinary Shares (the Holdback Shares)
which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Business Combination
Agreement; and (2) an addition of up to 8,000,000 PubCo Ordinary Shares, for a total of $80,000,000 as additional contingent consideration
(Earnout Consideration Shares, together with the Closing Payment Shares and the Holdback Shares, the Merger Consideration
Shares).
The Earnout Consideration Shares can be earned
for meeting three earnout milestones and, if such milestones are achieved, will be released to the Mingde shareholders over a three-year
period following the closing date of the Business Combination as follows:
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First Earnout Milestone 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCos ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $15.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. | |
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Second Earnout Milestone 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCos ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $20.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. | |
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Third Earnout Milestone 2,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCos ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $25.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date. | |
For the avoidance of doubt, any of the above earnout
milestones can be achieved over periods of 60 consecutive trading days that overlap in whole or in part.
On June 3, 2025, the parties to the Business Combination
Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate
mechanisms for the Earnout Consideration Shares.
On November 7, 2025, the parties to the amended
and restated Business Combination Agreement entered into Amendment No. 1 to the amended and restated Business Combination Agreement to
further adjust the aggregate consideration for the Acquisition Merger and to adjust mechanisms for the Earnout Consideration Shares.
On December 8, 2025, the Company had entered into
an amendment (the Trust Amendment) to the investment management trust agreement, dated as of September 17, 2024, 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 Companys
initial public offering (the IPO) by three (3) times for an additional three (3) months each time from December 19, 2025
to September 19, 2026 by depositing into the trust account an aggregate amount of $150,000 for each three-month extension. The Company
filed the fourth amended and restated memorandum and articles of association on December 8, 2025, giving the Company the right to extend
the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing
date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO).
On December 15, 2025, the parties to the Business
Combination Agreement further entered into an Amendment No. 2 to the Business Combination Agreement, which serves to amend the Business
Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to June 19, 2026.
On April 29, 2025, each of NewCo and Merger Sub was
incorporated under the laws of the Cayman Islands as an exempted company. On May 8, 2025, each of NewCo, Merger Sub, YHN and Mingde executed
that certain Joinder Agreement to the Business Combination Agreement (the Joinder Agreement), whereby each of NewCo 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.
For further details about the Business Combination
Agreement, please refer to the registration statement on Form F-4 (Registration No. 333-287849) filed by YHNA MS I LIMITED with the SEC.
**PIPE Investment**
In connection with the transactions contemplated
by the Business Combination Agreement, it is expected that YHN will use commercially reasonable efforts to enter into subscription agreements,
in the form and substance as reasonably agreed upon by YHN and Mingde (the Subscription Agreements), with certain investors
providing for aggregate investments in of YHNA Shares through private placement, and/or backstop or redemption waiver arrangements with
potential investors, in an aggregate amount to exceed Ten Million Dollars ($10,000,000) at a price per share not less than $9.00, in each
case on terms mutually agreeable to the YHN and Mingde (the PIPE Investment). Mingde shall, and shall cause its affiliates
to, use commercially reasonable efforts to cause their respective representatives to, cooperate with YHN and their respective representatives
in connection with such PIPE Investment.
****
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**Competitive Strengths**
We intend to capitalize on our competitive advantages,
as described below, to find a suitable target company:
**
*Experienced Management Team*
We have a strong team withyears of operational,
financial and leadership experience successfully managing and running a variety of corporations in Asia.
Our Chief Executive Officer Ms. Christy Poon brings
extensive expertise in mergers & acquisitions, intellectual property, public relations, and media marketing. She is a Partner at Norwich
Capital Limited, where she oversees corporate reorganization, fundraising, IP asset management, and advisory on U.S. public listings across
Asia. Her prior leadership roles include Vice President of Corporate Affairs & Operations at XIC Innovation Limited and General Manager
positions at JM Production and JM Network, complemented by early experience in public relations and advanced academic credentials in business,
communications, and mediation.
Ms. Yangyujia An, our Chief Financial Officer,
is the vice-chairpersonof Norwich Capital Limited, a boutique firm that focuses on SPACs and provides services including sponsoring
and listing support of SPACs. Prior to that, she also worked as an investment manager at Norwich Investment Limited. We believe that Ms.
Ans experiences, in particular those in relation to SPACs, will be valuable for our initial business combination activities.
Our management team has been actively
involved in operating, advising, and expanding many companies. Their executive leadership, operational oversight, strategic
management will boost investor confidence in the teams ability to complete a successful business combination. We believe our
management team is well-positioned to take advantage of growing acquisition opportunities.
**
*Strong Board of Directors*
We have recruited an accomplished group of leaders
to serve as members of our board of directors. Our board of directors comes from a plethora of industries where they serve as leaders,
advisors, directors, and board members for public companies, private companies, and leading venture capital firms in Asia.
Mr.Zhengming Feng, our chairman and independent
director, was a former Managing Director of SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and
RMB funds investing in high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing.
His skills in managing businesses, investment, and strategic management will be a great asset for the target company.
Mr.Donghui Xu, one of our independent directors,
has an extensive background in investment, private equity, and the venture capital industry. We hope to leverage his leadership experience
in multiple prominent companies to support our management team as they guide the target company into public markets.
Ms. Min Zhang, one of our independent directors,
has strong expertise in SPAC and IPO listings. Her prior experience with de-SPACtransactions will add great value as we identify
and pursue potential targets to complete a business combination.
Our team has extensive experience in identifying,
screening, acquiring, and managing companies. We believe these are the skill sets that are essential for a successful management team.
With our board of directors deep understanding and experience of various industries, we could effectively position our investment
strategy, evaluation of potential acquisition candidates and complete our initial business combination.
**
*Strong and Extensive Network to Source a Suitable
Target Company*
We believe our teams operating and transaction
experience and relationships with companies will provide us with many potential business combination targets. Over the course of their
careers, they have served in a variety of capacities, allowing them to expand their network in both Asia and the UnitedStates. These
contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers,
attorneys, and accountants.
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*Strong M&A Expertise andde-SPACExperience*
In addition to supporting us in the areas of investment
strategy and improving the companys processes, our team also has experience in M&A and fundraising. Our team consists of seasoned
professionals with significant M&A, capital markets, finance, and private equity experience across a wide variety of industries and
market conditions and have proven track records of producing high returns for investors.
****
**Acquisition Strategy and Investment Criteria**
Our efforts to identify a prospective target business
will not be limited to any particular industry or geographic region.
We intend to look for target company which possesses
the following core values:
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Strong management team:We are looking for a strong group of individuals who have a strong track record of creating value. We will assess their leadership capabilities and their ability to grow the company. | |
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Strong portfolio of investors:We seek a company that has well-knownand trusted investors, hedge funds and private equity firms supporting them. This is an indication of investors confidence in the companys potential to grow. | |
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Potential to have recurring revenue:We are looking for a company that is currently generating or will generate significant cash flow through existing products, new product development, increased efficiency, and reduced costs. | |
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Benefits from being publicly traded:We intend to acquire a company that will effectively utilize their public profile to get access to capital, expand their customer base, improve their investor portfolio to grow. | |
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Appropriate valuations and upside potential:We will conduct rigorous due diligence and apply valuation-metricsto create the most appropriate valuation for the company. We are seeking to acquire a company that will have a strong upside potential to increase their valuation. | |
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Strategic management andlong-termplanning:We intend to acquire a company which strategically plan ahead and are continually assessing and ensuring that their work is aligned with their strategic goals. Long-termplanning allows companies to have sustainable operations in the long run and ensures that they can deliver on their promises to the investors. | |
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Innovative-ledapproach and risk management:We believe that balancing risk and encouraging creative insights will drive a companys growth and that differentiated ideas bring new categories into the market to address growing customer needs. Therefore, we are seeking for a company that prioritizes innovation and can recognize which ideas to support and scale. | |
Our sponsor believes that conducting comprehensive
due diligence on prospective investments is particularly important within the technology industry. In evaluating a prospective initial
business combination, we expect to conduct a thorough diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, financial analyses, and technology reviews, as well as a review
of other information that will be made available to us.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, our officers, or our directors, subject to certain approvals
and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers,
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is
a member of FINRA or an independent accounting firm that our initial business combination is fair to us from a financial point of view.
Members of our management team may directly or
indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may
have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our
fourth amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity
offered to any director or officer unless (i)such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of our company, (ii)such opportunity is one we are legally and contractually permitted to undertake and
would otherwise be reasonable for us to pursue and (iii)the director or officer is permitted to refer the opportunity to us without
violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will
honor his or her obligations and duties to present such business combination opportunity to such entities first, and only present it to
us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that
the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete
our initial business combination.
****
**Effecting a Business Combination**
****
**General**
We are not presently engaged in, and we will not
engage in, any substantive commercial business for an indefinite period of time following the IPO. We intend to utilize cash derived from
the proceeds of the IPO and the private placement of private units, our share capital, debt or a combination of these in effecting a business
combination. Although substantially all of the net proceeds of the IPO and the private placement of private units are intended to be applied
generally toward effecting a business combination, the proceeds are not otherwise being designated for any more specific purposes. Accordingly,
investors are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.
A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but
which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking
a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various U.S.Federal
and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be in its early
stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we
will probably have the ability, as a result of our limited resources, to effect only a single business combination.
****
****
****
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****
****
**We Have Identified a Target Business**
As discussed above, we have entered into a business
combination agreement with Mingde.
Except as discussed above, we have not selected
any other target business on which to concentrate our search for a business combination, and none of our officers, directors, initial
shareholders and other affiliates has engaged in discussions on our behalf with representatives of other companies regarding the possibility
of a potential merger, share exchange, asset acquisition or other similar business combination with us, nor have we, nor any of our agents
or affiliates, been approached by any candidates (or representatives of any candidates) with respect to a possible business combination
with our company.
Subject to the limitations that a target business
have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, we will have
virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other
specific attributes or criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors
to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent
we effect a business combination with a company or an entity in its early stage of development or growth, including entities without established
records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential
emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all significant risk factors.
****
**Sources of Target Businesses**
We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity
funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought
to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read the prospectus
related to the IPO and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates,
may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate
engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting fee or other compensation
to be determined in an arms length negotiation based on the terms of the transaction. In no event, however, will any of our existing
officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finders
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However,
as of the date of this report, there is no affiliated entity that we consider a business combination target.
****
**Selection of a Target Business and Structuring
of a Business Combination**
Subject to the limitations that a target business
have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting fees and commissions
and taxes payable on the income earned on the trust account, and net of funds previously released to the company to pay our taxes) at
the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management
will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other
specific attributes or criteria (financial or otherwise) for prospective target businesses.
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We believe such factors will be important in evaluating
prospective target businesses, regardless of the location or industry in which such target business operates. However, this list is not
intended to be exhaustive. Furthermore, we may decide to enter into a business combination with a target business that does not meet these
criteria and guidelines.
Any evaluation relating to the merits of a particular
business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our
management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third
parties.
The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.
****
**Fair Market Value of Target Business**
Pursuant to Nasdaq listing rules, the target business
or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
account (excluding any deferred underwriting fees and commissions and taxes payable on the income earned on the trust account, and net
of funds previously released to the company to pay our taxes) at the time of the execution of a definitive agreement for our initial business
combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.
We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or
businesses. We may, however, structure a business combination where we merge directly with the target business or where we acquire less
than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transactioncompany owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
to be required to register as an investment company under the Investment Company Act. Even if the post-transactioncompany owns or
acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a
minority interest in the post-transactioncompany, depending on valuations ascribed to the target and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the
issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less
than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transactioncompany, only the portion of such business
or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and
maintain a listing for our securities on Nasdaq.In order to consummate such an acquisition, we may issue a significant amount of
our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt
or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund-raisingarrangement
and have no current intention of doing so. The fair market value of the target business will be determined by our board of directors based
upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or
book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will
obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation
opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required
to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
that the target business complies with the 80% threshold.
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We will not be required to comply with the 80%
fair market value requirement if we are delisted from Nasdaq.If Nasdaq delists our securities from trading on its exchange, we would
not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business
having a fair market value substantially below 80% of the balance in the trust account.
****
**Lack of Business Diversification**
Our business combination must be with a target
business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although
this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which
may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single
industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks
or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:
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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and | |
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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. | |
If we determine to simultaneously acquire several
businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our
ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business.
****
**Limited Ability to Evaluate the Target Business
Management**
Although we intend to scrutinize the management
of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment
of the target business management will prove to be correct. In addition, we cannot assure you that the future management will have
the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors,
if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that
some of our key personnel will remain associated in senior management or advisory positions with us following a business combination,
it is unlikely that they will devote their full-timeefforts to our affairs subsequent to a business combination. Moreover, they
would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
services they would render to the company after the consummation of the business combination. While the personal and financial interests
of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating
to the operations of the particular target business.
| | 8 | | |
Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.
****
**Shareholders May Not Have the Ability to
Approve an Initial Business Combination**
In connection with any proposed business combination,
we will either (1)seek shareholder approval of our initial business combination at a meeting called for such purpose at which public
shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from voting on the proposed
business combination, into their*pro rata*share of the aggregate amount then on deposit in the trust account (net of
taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes) or (2)provide
our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need
for a shareholder vote) for an amount equal to their*pro rata*share of the aggregate amount then on deposit in the trust
account (net of taxes payable on the income earned on the trust account and funds previously released to the company to pay our taxes),
in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
to written letter agreements with us, not to convert any public shares held by them into their*pro rata*share of the
aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured
so that each shareholder may tender any or all of his, her or its public shares rather than some*pro rata*portion of
his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow
shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction,
or whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted
to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule13e-4and
Regulation14E of the ExchangeAct which regulate issuer tender offers. In that case, we will file tender offer documents with
the SEC which will contain substantially the same financial and other information about the initial business combination as is required
under the SECs proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least
$5,000,001 (after payment of underwriting fees and commissions and net of taxes payable on the income earned on the trust account and
funds previously released to the company to pay our taxes) upon such consummation and, solely if we seek shareholder approval, a majority
of the issued and outstanding ordinary shares voted are voted in favor of the business combination.
We chose our net tangible asset threshold of $5,000,001
to ensure that we would avoid being subject to Rule419 promulgated under the Securities Act. However, if we seek to consummate an
initial business combination with a target business that imposes any type of working capital closing condition or requires us to have
a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset
threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares
converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all.
As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target
within the applicable time period, if at all. Public shareholders may therefore have to wait 24months (assuming full extension)
from the closing of the IPO in order to be able to receive a*pro rata*share of the trust account.
Our initial shareholders and our officers and
directors have agreed (1)to vote any ordinary shares owned by them in favor of any proposed business combination, (2)not to
convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3)not
sell any ordinary shares in any tender in connection with a proposed initial business combination. As a result, if we sought shareholder
approval of a proposed transaction we could need as little as 187,501 of our public shares (or approximately 3.1% of our public shares)
to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting,
and that the insiders do not purchase any units or shares in the after-market).
****
**Permitted Purchases of Our Securities**
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, initial shareholders, directors, officers or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination.
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Additionally, at any time at or prior to our
initial business combination, subject to applicable securities laws (including with respect to material non-public information), our
sponsor, initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to
provide them incentives to acquire public shares, vote their public shares in favor of our initial business combination or not
redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or
their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have
no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds held in the trust account will be used to purchase shares in such transactions. If they engage
in such transactions, they will not make any such purchases when they are in possession of any material non-publicinformation
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as
amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to
the tender offer rules under the Exchange Act or a going-privatetransaction subject to the going-privaterules under the
Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules,
the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
Exchange Act to the extent such purchasers are subject to such reporting requirements. Our sponsor, directors, officers, advisors or
any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5of the
Exchange Act, which are rules designed to stop potential manipulation of a companys stock.
In addition, our officers, directors, initial
shareholders and their affiliates would structure such purchases to be in compliance with the requirements of Rule14e-5under
the ExchangeAct, including, in pertinent part, through adherence to the following:
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ourregistration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or their affiliates may purchase shares from public stockholders outside the redemption process, along with the purpose of such purchases; | |
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if our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public stockholders, they would do so at a price no higher than the price offered through our redemption process; | |
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our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; | |
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oursponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | |
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we would disclose in a Form8-K, before our security holder meeting to approve the business combination transaction, the following material items: | |
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the amount of our securities purchased outside of the redemption offer by our sponsor, directors, officers, advisors or their affiliates, along with the purchase price; | |
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the purpose of the purchases by our sponsor, directors, officers, advisors or their affiliates; | |
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the impact, if any, of the purchases by our sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; | |
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the identities of company security holders who sold to our sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of company security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates; and | |
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the number of company securities for which we received redemption requests pursuant to its redemption offer. | |
Our sponsor, initial shareholders, directors,
officers and their affiliates anticipate that they may identify the shareholders with whom our sponsor, initial shareholders, directors,
officers and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our
receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business
combination. To the extent that our sponsor, initial shareholders, directors, officers and their affiliates enter into a private transaction,
they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares
for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already
submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the meeting
related to our initial business combination. Our sponsor, initial shareholders, directors, officers and their affiliates will select which
shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant,
and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
securities laws, as described above.
The purpose of any such purchases could be to
(1) increase the likelihood of obtaining shareholder approval of the business combination or (2) satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. Any such purchases may result in the completion of our initial business
combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our
ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain
or obtain the quotation, listing or trading of our securities on a national securities exchange.
****
**Conversion/Tender Rights**
At any meeting called to approve an initial business
combination, public shareholders may seek to convert their public shares, regardless of whether they vote for or against or abstain from
voting on the proposed business combination, into their*pro rata*share of the aggregate amount then on deposit in the
trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant
to written letter agreements with us, not to convert any public shares held by them into their*pro rata*share of the
aggregate amount then on deposit in the trust account. The redemption rights will be effected under our fourth amended and restated memorandum
and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of its shares.
Alternatively, if we engage in a tender offer,
each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules
require us to hold the tender offer open for at least 20business days. Accordingly, this is the minimum amount of time we would
need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in
our company.
Our initial shareholders, officers and directors
will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to the
IPO or purchased by them in the IPO or in the aftermarket.
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We may also require public shareholders, whether
they are a record holder or hold their shares in street name, to either tender their certificates (if any) to our transfer
agent or to deliver their shares to the transfer agent electronically using Depository Trust Companys DWAC (Deposit/Withdrawal
At Custodian) System, at the holders option, at any time at or prior to the vote on the business combination. Once the shares are
converted by the holder, and effectively redeemed by us under BVI law, the share registrar in the BVI will then update our register of
members to reflect all conversions. The proxy solicitation materials that we will furnish to shareholders in connection with the vote
for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements. Accordingly,
a shareholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares
if he wishes to seek to exercise his redemption rights. Under our fourth amended and restated memorandum and articles of association,
we will be required to provide at least 7 clear calendardays advance notice of any shareholder meeting, which would be the
minimum amount of time a shareholder would have to determine whether to exercise redemption rights. As a result, if we require public
shareholders who wish to convert their ordinary shares into the right to receive a*pro rata*portion of the funds in the
trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver
their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our
securities when they otherwise would not want to.
There is a nominal cost associated with this tendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee
would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is
a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event
we require shareholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business
combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.
Any request to convert or tender such shares once
made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore,
if a holder of a public share delivered its certificate in connection with an election of their conversion or tender and subsequently
decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, it may
simply request that the transfer agent return the certificate (physically or electronically).
If the initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would not be entitled
to convert their shares for the applicable*pro rata*share of the trust account. In such case, we will promptly return
any shares delivered by public holders.
****
**Redemption of Public Shares and Liquidation
of Trust Account if No Business Combination**
If we do not complete a business combination within
24months from the closing of the IPO (assuming full extension), our fourth amended and restated memorandum and articles of association
provide that we will: (i)as promptly as practicable cease all operations except for the purpose of making redemption and the subsequent
winding up of the Companys affairs; (ii)as promptly as reasonably possible, but not more than tenbusiness days thereafter,
redeem the public shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by
the number of the then-outstandingpublic shares, which redemption will completely extinguish public shareholders rights as
shareholders (including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii)and (iii), to our obligations under BVI law to provide for claims of creditors and the requirements of
other applicable law. If we are unable to consummate our initial business combination within such time period, we will, as promptly as
possible but not more than tenbusiness days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the
funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary
to pay our taxes, then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of
creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution,
the public rights will expire and will be worthless.
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The amount in the trust account will be treated
as funds distributable under the Companies Act provided that immediately following the date on which the proposed distribution is proposed
to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust
account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that
is two (2)days prior to the distribution date (including any accrued interest net of taxes payable and any portion thereof that
is released to us). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by
our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders
with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought
against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received
by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and
service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target
business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee
that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would
conclude that such agreements are legally enforceable.
Each of our initial shareholders and our officers
and directors have agreed to waive their respective rights to participate in any liquidation of our trust account or other assets with
respect to the insider shares and private units and to vote their insider shares, private shares and any public shares purchased in or
after the IPO (other than shares acquired outside the redemption process in connection with our initial business combination, in compliance
with Rule 14e-5of the Exchange Act) in favor of any dissolution and plan of distribution which we submit to a vote of shareholders.
There will be no distribution from the trust account with respect to our rights, which will expire worthless.
If we are unable to complete an initial business
combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account, the initial per-shareredemption price from the trust account would
be $10.05.
The proceeds deposited in the trust account could,
however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will
seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving
such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not
to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused
to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement
of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing
to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter
into an agreement with a third party that did not execute a waiver if management believed that such third partys engagement would
be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
seek recourse against the trust account for any reason.
Our sponsor has agreed that, if we liquidate the
trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses
or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the
net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not
reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that
it will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-shareredemption price could
be less than $10.05 due to claims of creditors. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy
case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders
at least $10.05 per share.
****
****
****
****
| | 13 | | |
****
**Competition**
In identifying, evaluating and selecting a target
business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could
acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our
available financial resources.
The following also may not be viewed favorably
by certain target businesses:
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our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction; | |
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our obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination; | |
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Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; | |
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our outstanding rights and the potential future dilution they represent; | |
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our obligation to pay the deferred underwriting fees and commissions to the underwriters upon consummation of our initial business combination; | |
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our obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates; | |
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our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and | |
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the impact on the target business assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. | |
Any of these factors may place us at a competitive
disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity
and potential access to the UnitedStates public equity markets may give us a competitive advantage over privately held entities
having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.
If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to
a business combination, we will have the resources or ability to compete effectively.
****
**Facilities**
We maintain our principal executive office at
2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong.
****
****
****
****
| | 14 | | |
****
**Employees**
We have two executive officers. These individuals
are not obligated to devote any specific number ofhours to our matters and intend to devote only as much time as they deem necessary
to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected
for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates
a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the
business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We
presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could
range from only a fewhours a week while we are trying to locate a potential target business to a majority of their time as we move
into serious negotiations with a target business for a business combination). We do not intend to have any full-timeemployees prior
to the consummation of a business combination.
****
**Periodic Reporting and Audited Financial Statements**
We will register our units, ordinary shares and
rights under the ExchangeAct and have reporting obligations, including the requirement that we file annual, quarterly and current
reports with the SEC.In accordance with the requirements of the ExchangeAct, our annual report will contain financial statements
audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial
statements of the prospective target business as part of any proxy solicitation sent to shareholders to assist them in assessing the
target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in
accordance with U.S.GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be
audited in accordance with the standards of the PCAOB.The financial statements may also be required to be prepared in accordance
with U.S.GAAP for the Form8-Kannouncing the closing of an initial business combination, which would need to be filed
within fourbusiness days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition
candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire
the proposed target business.
We will be required to comply with the internal
control requirements of the Sarbanes-OxleyAct beginning for the fiscal year ending December31, 2025. A target company may
not be in compliance with the provisions of the Sarbanes-OxleyAct regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary
to complete any such acquisition.
We are an emerging growth company as defined in
in Section2(a)of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
of Section404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile. We will remain such
for up to fiveyears. However, if we issue our non-convertibledebt within a three-yearperiod or our total revenues exceed
$1.235billion or the market value of our ordinary shares that are held by non-affiliatesexceeds $700million on the lastday
of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year.
As an emerging growth company, we have elected, under Section107(b)of the JOBS Act, to take advantage of the extended transition
period provided in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards.
****
**Legal Proceedings**
There is no material litigation, arbitration or
governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers
and directors have not been subject to any such proceeding in the 12months preceding the date of this report.
****
****
****
****
| | 15 | | |
****
**Enforceability of Civil Liabilities**
There are enforcement risks related to civil liabilities
due to our sponsor having ties to Hong Kong. Moreover, three of our five officers and directors are based in China, or have ties to the
PRC and/or Hong Kong, namely Yangyujia An, our Chief Financial Officer and Director, and two of our independent directors, Zhengming Feng
and Donghui Xu. Because of such ties of our sponsor, officers and directors to the PRC and/or Hong Kong, we may be governed by PRC laws
and regulations. In addition, we may seek to acquire a company that is based in mainland China or Hong Kong in an initial business combination,
in which circumstance the uncertainties in the interpretation and enforcement of PRC laws, rules and regulations would apply to us regardless
of whether we have a VIE structure or direct ownership structure post-businesscombination.
There is uncertainty as to whether the courts
of the mainland China or Hong Kong would recognize or enforce judgments of U.S. courts against the officers and directors predicated upon
the civil liability provisions of the securities laws of the United States or any state. China does not have any treaties or other forms
of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In Hong
Kong, judgment of United States courts against us or against our directors or executive officers residing in Hong Kong, including those
based on the civil liability provisions of the U.S. federal securities laws, will not be directly enforceable in Hong Kong. There are
currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United
States.
Furthermore, there would be additional costs and
issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities
based upon the U.S. Federal securities laws, and they still may be fruitless.
As a result of all of the above, public shareholders
may find it more difficult to enforce liabilities and enforce judgments on individual directors and executive officers, and may have more
difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling
shareholders than they would as public shareholders of a U.S. company.
**ITEM 1A. RISK FACTORS**
****
As a smaller reporting company we are not
required to make disclosures under this Item.
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
None.
**ITEM 1C. CYBERSECURITY**
We are a special purpose
acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable
acquisition transaction candidates. Therefore,we do not consider that we face significant cybersecurity risk and have not adopted
any cybersecurity risk management programor formal processes for assessing cybersecurity risk. Our board of directors is generally
responsible for the oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents
since our IPO.
**ITEM 2. PROPERTIES**
We currently utilize
office space at 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong from our Sponsor. We pay our Sponsor $10,000 per month
for office space, secretarial and administrative services provided to members of our management team. Upon completion of our Business
Combination or our liquidation, we will cease paying these monthly fees.
| | 16 | | |
**ITEM 3. LEGAL PROCEEDINGS**
To the knowledge of our
management team, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of
our management team in their capacity as such.
**ITEM 4. MINE SAFETY
DISCLOSURES**
Not applicable.
| | 17 | | |
**PART II**
**ITEM 5. MARKET FOR
REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**(a) Market Information**
Our Units, Ordinary Shares
and Rights trade on The Nasdaq Global Market under the symbols YHNAU, YHNA and YHNAR respectively.
**(b) Holders**
As of March 9, 2026,
there were 4,285,821 ordinary shares outstanding. There were also 2 holders of record of our Units, 13 holders of record of our ordinary
shares, 1 holder of record of our Rights.
**(c) Dividends**
We have not paid any
cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a Business Combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial conditions subsequent to completion of a Business Combination. The payment of any cash dividends subsequent to a Business Combination
will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.
**(d) Securities Authorized
for Issuance Under Equity Compensation Plans**
None.
**(e) Recent Sales of
Unregistered Securities; Use of Proceeds from Registered Offerings**
In December 2023 and
April 2024, the Company issued an aggregate of 1,725,000 insider shares to the initial shareholders in exchange for cash of $25,000. In
November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are forfeited
in February 2025. Our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted
transferees) until 180 days after the completion of our initial business combination, Notwithstanding the foregoing, the insider shares
will be released from the 180-day lock-up on the earlier of (1) 150 days after the date of the consummation of our initial business combination
if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2)
after the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange
or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
On September 19, 2024,
the Company consummated the IPO of 6,000,000 units (the Units). Each Unit consists of one ordinary share (Ordinary Share)
and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination. The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. As of September 19, 2024, a total of $60,300,000
of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit
of the Companys public shareholders.
| | 18 | | |
Simultaneously with the
closing of the IPO, the Company consummated the private placement (Private Placement) with its sponsor of 250,000 units
(the Private Units) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000. The Private Units are
identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, our
sponsor has also agreed not to transfer, assign or sell any of Private Units (including the ordinary shares issuable upon exercise of
the Private Units) until 180 days after the completion of our initial business combination (except with respect to permitted transferees).
Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any
insider shares, and the private units, as applicable. However, if after our initial business combination, there is a transaction whereby
all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuers
shares, then the insider shares, or the private units (or any shares of Ordinary Shares thereunder) shall be permitted to participate.
The holders were granted certain demand and piggyback registration rights in connection with the Private Units. The Private Units were
issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
**ITEM 6. [RESERVED]**
**ITEM 7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
*References in this
report (the Annual Report) to we, us or the Company refer to YHN Acquisition I
Limited. References to our management or our Management Team refer to our officers and directors, and references
to the Sponsor refer to YHN Partners I Limited. The following discussion and analysis of the Companys financial condition
and results of operations should be read in conjunction with the audited financial statements and the notes thereto contained elsewhere
in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.*
****
We are a blank check
company incorporated on December 18, 2023 under the laws of the British Virgin Islands and formed for the purpose of entering into a merger,
share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses
or entities. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and
the sale of the private units, our capital stock, debt or a combination of cash, stock and debt.
On September 19, 2024,
we consummated our initial public offering (IPO)of 6,000,000 units (the Public Units). Each Unit consists
of one ordinary share (the Ordinary Share) and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation
of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company
of $60,000,000.
Simultaneously with the
closing of the IPO on September 19, 2024, the Company consummated the private placement (Private Placement) with the Sponsor
of 250,000 units (the Private Units) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000. These
securities (other than our IPO securities) were issued pursuant to an exemption from registration under the Securities Act of 1933, as
amended pursuant to Section 4(2) of the securities Act.
The Private Units are
identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions. Holders of the Private
Units will be entitled to registration rights pursuant to the Registration Rights Agreement, dated September 17, 2024, by and among us
and the initial shareholders, so long as the Private Units continue to be held by the Sponsor or their permitted transferees. The holders
of a majority of these securities are entitled to make up to three demands that we register such securities. Additionally, our Sponsor
has agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described
in the Registration Statement) until 180 days after the Company completes its initial business combination.
Our management has broad
discretion with respect to the specific application of the net proceeds of the initial business combination and the Private Placement,
although substantially all of the net proceeds are intended to be applied generally towards consummating a business combination.
| | 19 | | |
**Results of Operations**
Our entire activity from
inception up to September 19, 2024 was in preparation for the initial public offering. Since the initial public offering, our activity
has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues until the
closing and completion of our initial business combination. We expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to
increase substantially after this period.
For the year ended December
31, 2025 we had a net income of $1,325,117 which was comprised of formation and operating costs expenses, dividend income and interest
income.
For the year ended December
31, 2024 we had a net income of $502,638 which was comprised of formation and operating costs expenses, dividend income and interest income.
**Liquidity and Capital
Resources**
As of December 31, 2025,
we had cash of $140,550. Until the consummation of the initial public offering, the only source of liquidity was an initial purchase of
ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from our Sponsor.
On September 19, 2024,
we consummated the Initial Public Offering of 6,000,000 units (the Public Units), at $10.00 per Public Unit, generating
gross proceeds of $60,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 250,000 Private
Units at a price of $10.00 per unit in the Private Placement, generating gross proceeds of $2,500,000.
Transaction costs amounted
to $2,840,203, consisting of $960,000 of underwriting fees, $1,500,000 of deferred underwriting fees and $380,203 of other offering costs.
In addition, at September 19, 2024, cash of $737,704 were held outside of the Trust Account and is available for working capital purposes
and $60,300,000 were transferred to the Trust Account.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our initial
business combination (less deferred underwriting commissions). We may withdraw interest earned on the funds held in our trust account
to pay taxes. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the
trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that
our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds
held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.
Prior to the completion
of our initial business combination, we will have available to us approximately $750,000 of proceeds held outside the trust account. We
will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel
to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
The Companys IPO prospectus dated September 17, 2024 provides that
the Company initially had 15 months from the closing of the IPO to complete its initial business combination. If the Company does not
complete a Business Combination within 15 months from the consummation of the Initial Public Offering, the Company will trigger an automatic
winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. As a
result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act
(As Revised) of the British Virgin Islands. Accordingly, no vote would be required from the shareholders to commence such a voluntary
winding up, dissolution and liquidation. If the Company is unable to consummate the Companys Initial Business Combination within
such 15 months (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem100%
of the Companys outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion
of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.
However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims
of the Companys public shareholders.
| | 20 | | |
As approved by its shareholders at the Annual
Meeting of Shareholders on December 8, 2025 (the 2025 AGM), YHN had on December 8, 2025 entered into an amendment (the Trust
Amendment) to the investment management trust agreement, dated as of September 17, 2024, by and between the Company and Continental
Stock Transfer & Trust Company, to provide YHN with the discretion to extend the date on which to commence liquidating the Trust Account
by three (3) times for an additional three (3) months each time from December 19, 2025 to September 19, 2026 by depositing into the trust
account an aggregate amount of $150,000 for each three-month extension. YHN also filed the fourth amended and restated memorandum and
articles of association on December 8, 2025, giving YHN the right to extend the date by which YHN has to consummate a business combination
from December 19, 2025 (the date that is 15 months from the closing date of the IPO) to September 19, 2026 (the date that is 24 months
from the closing date of the IPO). In connection with the shareholders vote at the 2025 AGM, 3,464,179 ordinary shares were tendered for
redemption.
If the Company does not
complete a business combination by September 19, 2026 (assuming full extension), the Company will (i) as promptly as practicable, cease
all operations except for the purpose of making redemption and the subsequent winding up of the Companys affairs; (ii) as promptly
as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Companys outstanding public shares
for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in
the trust account and not previously released to the Company or necessary to pay the Companys taxes, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Companys remaining shareholders and its board of directors,
seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which
may take priority over the claims of its public shareholders. In the event of dissolution and liquidation, the public rights will expire
and will be worthless.
Accordingly, the Company
may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit
of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available
to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Companys ability to continue
as a going concern if a business combination is not consummated by September 19, 2026 (assuming full extension). These financial statements
do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.
**Off-balance Sheet
Financing Arrangements**
We have no obligations,
assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased
any non-financial assets.
**Contractual Obligations**
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor a monthly
fee of $10,000 for general and administrative services, including office space, utilities and administrative services to us. We began
incurring these fees on September 19, 2024 and will continue to incur these fees monthly until the earlier of the completion of the business
combination and our liquidation. Also, we are committed to the below:
*Registration Rights*
Pursuant to the Registration
Rights Agreement entered into on September 19, 2024, the holders of the Founder Shares, Private Placement Units (including securities
contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension
loans (and) are entitled to registration rights, requiring the Company to register such securities for resale. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Companys register such securities. In addition,
the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the
Companys completion of initial business combination and rights to require the Company to register for resale such securities pursuant
to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
| | 21 | | |
*Underwriting Agreement*
The Company granted the underwriters a 45-day
option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. In November 2024, the underwriters did not exercise their45-day
option to purchase900,000Units.
The underwriters are
entitled to a cash underwriting discount up to 2.5% of the gross proceeds of the Initial Public Offering, or $1,500,000, upon the closing
of the Business Combination, subject to a minimum of $500,000.
**Critical Accounting
Policies**
|
|
Ordinary shares subject to possible redemption | |
The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in FASB ASC480, Distinguishing Liabilities from Equity.
Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders equity. Accordingly, as of December 31, 2025 and 2024,2,535,821
and 6,000,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders
deficit section of the Companys balance sheets, respectively. If it is probable that the equity instrument will become redeemable,
the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date
that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to
recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption
value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement
is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
As of December 31, 2025, the ordinary shares subject
to possible redemption reflected on the balance sheet are disclosed in the following table:
|
| |
Amount | | |
|
Gross proceeds | |
$ | 60,000,000 | | |
|
Less: | |
| | | |
|
Proceeds allocated to Public Rights | |
| (3,767,573 | ) | |
|
Offering costs of Public Shares | |
| (2,661,858 | ) | |
|
Plus: | |
| | | |
|
Accretion of carrying value to redemption value - 2024 | |
| 6,729,431 | | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption - 2024 | |
| 789,076 | | |
|
| |
| | | |
|
Ordinary shares subject to possible redemption as of December 31, 2024 | |
| 61,089,076 | | |
|
Less: | |
| | | |
|
Redemption of ordinary shares | |
| (36,650,157 | ) | |
|
Plus: | |
| | | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption - 2025 | |
| 2,611,987 | | |
|
| |
$ | 27,050,906 | | |
| | 22 | | |
|
|
Net income (loss) per share | |
The Company calculates net income (loss) per share
in accordance with ASC Topic 260,*Earnings per Share.*In order to determine the net income (loss) attributable
to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both
the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net
income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average
number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to the redemption
value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Accretion
associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair
value.
The net income (loss) per share presented in the statements
of income is based on the following:
|
| |
For the Year ended December 31, 2025 | | |
For the Year ended December 31, 2024 | | |
|
| |
Redeemable Ordinary Share | | |
Non-Redeemable Ordinary Share | | |
Redeemable Ordinary Share | | |
Non-Redeemable Ordinary Share | | |
|
Basic and diluted net income (loss) per share: | |
| | | |
| | | |
| | | |
| | | |
|
Numerators: | |
| | | |
| | | |
| | | |
| | | |
|
Other income earned in investments held in Trust Account | |
$ | 2,462,016 | | |
$ | | | |
$ | 789,287 | | |
$ | | | |
|
Total expenses | |
| (873,403 | ) | |
| (263,496 | ) | |
| (148,522 | ) | |
| (138,127 | ) | |
|
Total allocation to redeemable and non-redeemable ordinary share | |
$ | 1,588,613 | | |
$ | (263,496 | ) | |
$ | 640,765 | | |
$ | (138,127 | ) | |
|
Denominators: | |
| | | |
| | | |
| | | |
| | | |
|
Weighted-average shares outstanding | |
| 5,800,691 | | |
| 1,750,000 | | |
| 1,688,525 | | |
| 1,570,355 | | |
|
Basic and diluted net income (loss) per share | |
$ | 0.27 | | |
$ | (0.15 | ) | |
$ | 0.38 | | |
$ | (0.09 | ) | |
****
**ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK**
We are a smaller reporting
company as defined by Rule12b-2of the Exchange Act and are not required to provide the information otherwise required under
this item.
**ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA**
This information appears
following Item 15 of this Report and is incorporated herein by reference.
**ITEM 9. CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
As of December 31, 2025,
we did not have changes in, or disagreements with, our independent registered public accounting firm on our accounting and financial disclosure.
**ITEM 9A. CONTROLS
AND PROCEDURES**
**Evaluation of Disclosure
Controls and Procedures**
Disclosure controls are
procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange
Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and
forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our
management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our Certifying
Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under
the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls
and procedures were effective.
| | 23 | | |
We do not expect that
our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and
procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,
and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions.
**Managements
Annual Report on Internal Controls over Financial Reporting**
This Report does not include a report of managements
assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly
public companies.
This Annual Report on Form 10-K does not include
an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.
****
**Changes in Internal
Control over Financial Reporting**
****
There were no changes
to our internal control over financial reporting that occurred during our fiscal year ended December 31, 2025 that have materially affected
or are reasonably likely to materially affect, our internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION**
During
the year ended December 31, 2025, no director or officer adopted
or terminated
any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation
S-K.
**ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
Not applicable.
| | 24 | | |
**PART III**
**ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
As of the date of this
Form 10-K, our directors and executive officers are as follows:
|
Name |
|
Age |
|
Position | |
|
Poon Man Ka, Christy |
|
46 |
|
Chief Executive Officer and Director | |
|
Yangyujia An |
|
30 |
|
Chief Financial Officer andDirector | |
|
Zhengming Feng |
|
82 |
|
Independent Director and Chairperson of the Board of Directors | |
|
Donghui Xu |
|
45 |
|
Independent Director | |
|
Min Zhang |
|
29 |
|
Independent Director | |
Below is a summary of the business experience
of each our executive officers and directors:
****
**Poon Man Ka, Christy.**Ms. Poon
has been serving as our chief executive officer since July 2025. Possessing a wealth of experience in mergers & acquisitions, intellectual
property, public relations, and media marketing, Ms. Poon currently serves as a Partner at Norwich Capital Limited, a position she has
held since July 2024. In this role, she leverages her expertise to oversee diverse projects throughout Asia, focusing on corporate reorganization,
fundraising, management of intellectual property assets and advisory on US public listings. Previously, Ms. Poon held the position of
Vice President, Corporate Affairs & Operations at XIC Innovation Limited in May 2022. During her tenure, she headed up the Legal and
Intellectual Property Department, concentrating on ensuring US listing compliance, managing a portfolio of hundreds of patents, and executing
strategic investments through private equity. Simultaneously, she served as the General Manager of JM Production Limited. Prior to this,
she was General Manager of JM Network Limited from February 2019, where she dedicated over 15 years to establishing a robust reputation
and fostering business growth in overseeing Hong Kong's leading outdoor media network. Ms. Poon commenced her career in Hong Kong as an
Associate at Ketchum, Inc. in June 2005, a global public relations firm headquartered in the US. Within this capacity, she contributed
to corporate communications and investor relations initiatives for Hong Kong-listed companies. She received her Bachelor of Arts degree
in Translation and Interpretation from Lingnan University, Hong Kong in 2001 and a Master of Science degree in Business & Community
from University of Bath, UK in 2003. Ms. Poon's academic background encompasses linguistics, communications, business management and social
policy science. Additionally, she has been accredited as an HKMAAL General Mediator since November 2023, specializing in mediation, conflict
resolution, and negotiation. Furthermore, she holds accreditation as a Certified ESG Planner since July 2024.
****
**Yangyujia An.**Ms.**An
has been serving as our chief financial officer since March2024. She has a wealth of experience in SPAC transactions, from IPOs
to closings of initial business combination. Since 2020, she has been the vice-chairpersonof Norwich Capital Limited, a boutique
firm that focuses on SPACs and provides services including sponsoring and listing support of SPACs. Prior to that, she also worked as
an investment manager at Norwich Investment Limited from 2018 to 2020. Ms. An received her bachelors degree in Information Systems
and Finance from the HongKong University of Science and Technology in 2017. We believe that Ms. An is qualified to serve on our
board of directors based on her strong operational and prior SPAC experience.
****
****
****
****
| | 25 | | |
****
**Zhengming Feng.**Mr.Feng
has been serving as our chairman and independent director since March2024. He has an extensive background in equity investment
spanning over twentyyears, as well as experience in various industries ranging from aviation to energy to technology. Mr Feng
currently serves as chairman at investment firms Yonghe Capital Group and Yongmei Lianhe (Shanghai) Investment Management Co., Ltd.,
each of which he joined in July2021. Previously, from December 2009 to June 2021, Mr. Feng was Managing Director of
SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and RMB funds investing in high-tech, high
growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing. SBCVC has successfully invested
in various notable companies such as Alibaba, Taobao, Focus Media, Global Data Solutions (Nasdaq:GDS), BGI Genomics, Ankon
Technologies, Dian Diagnostics, and Edan Instruments, among others. Mr.Feng was chief executive officer of China Environment
Ltd., an environmental protection technology company listed in Singapore, from November2008 to November2009. He was also
the executive director, executive deputy general manager and general manager at Tsinghua Tongfang Environment Co., Ltd., a Chinese
state-ownedsoftware company, from September2004 to October2008, as well as the General Manager of Tongfang
(Shanghai) Co., Ltd. From March1999 to August2004, Mr.Feng was the deputy general manager and chief economist of
China Machinery Energy Group, where he helped orchestrate the cooperation between the Chinese and German governments in the
production of key equipment for gas engines. Within the same period, from April 1999 to May 2004, Mr.Feng also served as an
energy adviser to Chinas State Bureau of Metallurgical Industry, and from June 1999 to July 2004, served as vice chairman and
chief economist of AECC Aero-EngineControl Co., Ltd.. Prior to this, from January1969 to February1999,
Mr.Feng served various roles including party committee member, manager, and deputy factory director at Hangzhou Boiler Group
Co., Ltd, a company committed to the R&D, manufacturing, and sales of industrial boilers, pressure vessels and other products.
Mr.Feng received his bachelors degree in Sports Psychology from Hangzhou University (now Zhejiang University) in
May1963. He went on to complete a certification course in Economic Management Studies from Shanghai University of Finance and
Economics in 1990, and also became a visiting scholar for Economic Management, International Finance and International Trade at the
University of Southern California from August1992 to June1993. We believe that Mr.Feng is qualified to serve on
our board of directors based on his multiple decades of experience and networks in major companies over a wide range of
industries.
****
**Donghui Xu.**Mr.Xu has been
serving as our independent director since March2024. Since December2014, Mr.Xu has been the legal representative and
managing director for investment firm Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. He also serves as a director and deputy
general manager of Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd, which he joined in December2022, and as a director
and shareholder of venture capital firm JingWei Capital Holding Group Co., Ltd. since June 2023. From September2013 to November2014,
Mr.Xu was general manager at Beijing Mainstaysource Technology Development Co., Ltd. He served Beijing Billion Power Health Technology
Co., Ltd. as deputy general manager from July2010 to June2013. Mr.Xu began his career as a project manager at Beijing
Delta Consulting Co., Ltd. from October2007 to May2010. Mr.Xu received his Bachelor of Science in Business Administration
and Economics from Stockholm University in August2004. He also went on to earn a Master of Accounting and Finance from Ume
University and a Master of Business Administration from Lund University in February2007. We believe that Mr.Xu is qualified
to serve on our board of directors based on his leadership experience across several prominent companies, coupled with his strong foundation
in both the operational and financial aspects of business management.
****
**Min Zhang.**Ms. Zhang has been serving
as our independent director since March2024. She has a comprehensive background in traditional IPOs, reverse M&A and SPAC listings
in the U.S., having been a key player in the operational and administrative processes of several SPAC listings and reverse merger transactions.
She currently serves as a consultant at Norwich Capital Limited, a boutique firm focused on SPAC sponsoring, SPAC listing support services,
and M&A and IPO support services, which she joined in April 2020 as her first employment. Ms. Zhang received a bachelors degree
in accounting and a bachelors degree in banking and finance from Monash University in April2020. We believe that Ms. Zhang
is qualified to serve on our board of directors based on her operational and prior experience with SPACs.
****
**Involvement in Certain
Legal Proceedings**
During the past ten years,
none of the Companys executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
During the past ten years except as discussed below (i) no petition has been filed under federal bankruptcy laws or any state insolvency
laws by or against any of our executive officers, directors or nominees, (ii) no receiver, fiscal agent or similar officer was appointed
by a court for the business or property of any of our executive officers, directors or nominees, and (iii) none of our executive officers,
directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years before
the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.
| | 26 | | |
As of the date of this
Form 10-K, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened
against us or any of our executive officers or directors in their corporate capacity.
**Number and Terms of
Office of Officers and Directors**
We have five directors.
Each member of our board of directors will be elected at our annual meetings. In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.
Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of
directors is authorized to appoint officers as it deems appropriate pursuant to our Charter.
**Director Independence**
The rules of Nasdaq require
that a majority of our board of directors be independent within one year of our IPO. Our board of directors has determined that Mr. Zhengming
Feng, Mr. Donghui Xu, and Ms. Min Zhang are independent directors as defined in Nasdaq rules and applicable SEC rules. Our
independent directors will have meetings at which only independent directors are present.
**Committees of the
Board of Directors**
Our board of directors
has three standing committees: an audit committee, a corporate governance and nominating committee and a compensation committee. Subject
to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of
a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq
require that the compensation committee of a listed company be comprised solely of independent directors.
**Audit Committee**
Under the Nasdaq listing standards and applicable
SEC rules, we are required to have three members of the audit committee all of whom must be independent. We have established an audit
committee of the board of directors, which consists of Mr.Zhengming Feng, Mr.Donghui Xu, and Ms. Min Zhang, each of whom is
an independent director under Nasdaqs listing standards. Ms. Min Zhang is the Chairperson of the audit committee. The audit committees
duties, which are specified in our Audit Committee Charter, include, but are not limited to:
|
|
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form10-K; | |
|
|
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; | |
|
|
|
discussing with management major risk assessment and risk management policies; | |
|
|
|
monitoring the independence of the independent auditor; | |
|
|
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; | |
|
|
|
inquiring and discussing with management our compliance with applicable laws and regulations; | |
|
|
|
pre-approvingall audit services and permitted non-auditservices to be performed by our independent auditor, including the fees and terms of the services to be performed; | |
| | 27 | | |
|
|
|
appointing or replacing the independent auditor; | |
|
|
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and | |
|
|
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. | |
****
**Financial Experts on Audit Committee**
The audit committee will at all times be composed
exclusively of independent directors who are financially literate as defined under Nasdaq listing standards. Nasdaq listing
standards define financially literate as being able to read and understand fundamental financial statements, including a
companys balance sheet, income statement and cash flow statement.
In addition, we must certify to Nasdaq that the
committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individuals financial sophistication.
The board of directors has determined that Ms. Min Zhang is qualified as an audit committee financial expert, as defined
under rules and regulations of the SEC.
****
**Corporate Governance and Nominating Committee**
We have established a corporate governance and
nominating committee of the board of directors, which consists of Mr.Zhengming Feng, Mr.Donghui Xu, and Ms. Min Zhang, each
of whom is an independent director under Nasdaqs listing standards. Mr.Zhengming Feng is the Chairperson of the corporate
governance and nominating committee. The corporate governance and nominating committee is responsible for overseeing the selection of
persons to be nominated to serve on our board of directors. The corporate governance and nominating committee considers persons identified
by its members, management, shareholders, investment bankers and others.
****
**Guidelines for Selecting Director Nominees**
The guidelines for selecting nominees, which are
specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:
|
|
|
should have demonstrated notable or significant achievements in business, education or public service; | |
|
|
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and | |
|
|
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. | |
| | 28 | | |
The corporate governance and nominating committee
will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a persons candidacy for membership on the board of directors. The corporate governance and nominating committee may
require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to
time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board
of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking
proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our
memorandum and articles of association. The corporate governance and nominating committee does not distinguish among nominees recommended
by shareholders and other persons.
****
****
**Compensation Committee**
We have established a compensation committee of
the board of directors, which consists of Mr.Zhengming Feng, Mr.Donghui Xu, and Ms. Min Zhang, each of whom is an independent
director under Nasdaqs listing standards. Mr.Donghui Xu is the Chairperson of the compensation committee. The compensation
committees duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
|
|
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; | |
|
|
|
reviewing and approving the compensation of all of our other executive officers; | |
|
|
|
reviewing our executive compensation policies and plans; | |
|
|
|
implementing and administering our incentive compensation equity-basedremuneration plans; | |
|
|
|
reviewing and approving the compensation disclosure and analysis prepared by Companymanagement to be included in our proxy statement and annual report disclosure requirements; | |
|
|
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; and | |
|
|
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
Notwithstanding the foregoing, as indicated above,
no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including
our directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation
of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation
committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.
****
**Code of Conduct and Ethics**
We have adopted a code of conduct and ethics that
applies to all of our executive officers, directors and employees. The code of conduct and ethics codifies the business and ethical principles
that govern all aspects of our business.
****
****
****
****
| | 29 | | |
****
**Conflicts of Interest**
Potential investors should be aware of the following
potential conflicts of interest:
|
|
|
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. | |
|
|
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existingfiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. | |
|
|
|
Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. | |
|
|
|
The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. Furthermore, our initial shareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares. | |
Under British Virgin Islands law, directors owe
the company the following fiduciary responsibilities:
|
|
|
duty to act in good faith in and with a view to what the director believes to be in the best interests of the company as a whole; | |
|
|
|
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association; | |
|
|
|
duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation: | |
|
|
(a) |
the nature of the company; | |
|
|
(b) |
the nature of the decision; and | |
|
|
(c) |
the position of the director and the nature of the responsibilities undertaken by him; | |
| | 30 | | |
|
|
|
directors should not improperly fetter the exercise of future discretion; | |
|
|
|
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and | |
|
|
|
duty to exercise independent judgment. | |
The Companies Act provides that, a director of
a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into,
by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not
affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed
because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and
conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into
by the company if (1) the material facts of the interest of the director in the transaction are known by the shareholders and the transaction
is approved or ratified by a resolution of shareholders entitled to vote at a meeting of shareholders or (2) the company received fair
value for the transaction.
Pursuant to the Companies Act and the companys
fourth amended and restated memorandum and articles of association, so long as a director has disclosed any interests in a transaction
entered into or to be entered into by the company to the board, he/she may:
|
|
(1) |
vote on a matter relating to the transaction; | |
|
|
(2) |
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and | |
|
|
(3) |
sign a document on behalf of the company or do any other thing in his capacity as a director, that relates to the transaction. | |
As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the fourth
amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listedcriteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business
opportunity with respect to the above-listedcriteria. We cannot assure you that any of the above-mentionedconflicts will
be resolved in our favor. Furthermore, most of our officers and directors have pre-existingfiduciary obligations to other businesses
of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to
which they owe pre-existingfiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly,
it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe
pre-existingfiduciary obligations and any successors to such entities have declined to accept such opportunities.
In order to minimize potential conflicts of interest
which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written
agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director,
to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may
reasonably be required to be presented to us, subject to any pre-existingfiduciary or contractual obligations he might have.
| | 31 | | |
The following table summarizes the other relevant
pre-existing fiduciary or contractual obligations of our officers and directors:
|
Name of Individual |
|
Name of Affiliated Company |
|
Affiliation | |
|
Poon Man Ka, Christy |
|
Norwich Capital Limited |
|
Partner | |
|
Yangyujia An |
|
Norwich Capital Limited |
|
Vice Chairperson | |
|
Zhengming Feng |
|
Yongho Capital Group |
|
Chairman | |
|
|
|
Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. |
|
Chairman | |
|
Donghui Xu |
|
Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd |
|
Director and Deputy General Manager | |
|
|
|
Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. |
|
Legal Representative and Managing Director | |
|
Min Zhang |
|
Norwich Capital Limited |
|
Independent Consultant | |
In connection with the vote required for any business
combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider
shares and any shares purchased in the IPO or following the IPO in the open market (other than shares acquired outside the redemption
process in connection with our initial business combination, in compliance with Rule 14e-5of the Exchange Act) in favor of any proposed
business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with
respect to those ordinary shares acquired by them prior to the IPO. If they purchase ordinary shares in the IPO or in the open market,
however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert
such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment
to our fourth amended and restated memorandum and articles of association relating to pre-businesscombination activity.
All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of
our uninterested independent directors, or the members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless
our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
To further minimize conflicts of interest, we
have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or
initial shareholders, unless we have obtained (i)an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated shareholders from a financial point of view and (ii)the approval of a majority of our disinterested
and independent directors (if we have any at that time). Furthermore, in no event will any of our initial shareholders, officers, directors,
special advisors or their respective affiliates be paid any finders fee, consulting fee or other similar compensation prior to,
or for any services they render in order to effectuate, the consummation of our initial business combination.
****
**Limitation on Liability and Indemnification
of Officers and Directors**
Our memorandum and articles of association provide
that, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees,
and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative
proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to what the person believes is in
the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct
was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests
of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of
fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination
of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption
that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable
cause to believe that his conduct was unlawful.
| | 32 | | |
We will enter into agreements with our officers
and directors to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of
association. Our memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer
or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and
incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the
liability as provided in the memorandum and articles of association. We will purchase a policy of directors and officers
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.
These provisions may discourage shareholders from
bringing a lawsuit against our directors for breach of their fiduciary responsibilities. These provisions also may have the effect of
reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise
benefit us and our shareholders. Furthermore, shareholders investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore
unenforceable.
****
**Insider Trading Policy**
We have adopted insider trading policies and procedures
governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate
family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq
listing standards while they are in possession of material nonpublic information (the Insider Trading Policy). The foregoing
description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.
****
**ITEM 11. EXECUTIVE COMPENSATION**
****
**Employment Agreements**
We have not entered into any employment agreements
with our executive officers, and have not made any agreements to provide benefits upon termination of employment.
**Executive Officers and Director Compensation**
We pay $10,000 per month administrative fee to
an affiliate of our Sponsor until completion of our initial business combination or our liquidation. No executive officer has received
any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will
be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services
they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement,
or a court of competent jurisdiction if such reimbursement is challenged.
| | 33 | | |
**Clawback Policy**
In July 2024, our board
of directors adopted a clawback policy (the Clawback Policy) permitting the Company to seek the recovery of incentive compensation
received by any the Companys current and former executive officers (as determined by the board in accordance with Section 10D of
the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback
Policy by the board (collectively, the Covered Executives) during the three completed fiscal years immediately preceding
the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Companys
material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess
of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have
been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine
the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement,
then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. The foregoing description
of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy,
a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference.
****
**ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The following table sets
forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by:
|
|
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | |
|
|
|
each of our officers and directors; and | |
|
|
|
all of our officers and directors as a group. | |
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially
owned by them.
|
Name and Address of Beneficial Owner(1) |
|
Amount and
Nature of
Beneficial
Ownership |
|
|
Approximate
Percentage of
Outstanding
Ordinary
Shares |
| |
|
YHN Partners I Limited(2) |
|
|
1,375,000 |
|
|
|
32.08 |
% | |
|
Poon Man Ka, Christy |
|
|
15,000 |
|
|
|
* |
% | |
|
Yangyujia An |
|
|
30,000 |
|
|
|
* |
% | |
|
Zhengming Feng |
|
|
25,000 |
|
|
|
* |
% | |
|
Donghui Xu |
|
|
20,000 |
|
|
|
* |
% | |
|
Min Zhang |
|
|
20,000 |
|
|
|
* |
% | |
|
All directors and executive officers (fiveindividuals) as a group |
|
|
125,000 |
|
|
|
2.92 |
% | |
|
Other 5% shareholders |
|
|
|
|
|
|
|
| |
|
KARPUS MANAGEMENT, INC.(3) |
|
|
767,026 |
|
|
|
17.90 |
% | |
|
Barclays PLC(4) |
|
|
446,749 |
|
|
|
10.42 |
% | |
|
Mizuho Financial Group, Inc.(5) |
|
|
660,001 |
|
|
|
15.40 |
% | |
|
W. R. Berkley Corporation (6) |
|
|
673,553 |
|
|
|
15.72 |
% | |
|
Westchester Capital Management, LLC(7) |
|
|
398,000 |
|
|
|
9.29 |
% | |
|
Rivernorth Capital Management, LLC(8) |
|
|
445,000 |
|
|
|
10.38 |
% | |
|
Feis Equities LLC / Lawrence M. Feis (9) |
|
|
332,160 |
|
|
|
7.75 |
% | |
|
* |
Less than 1%. | |
|
(1) |
Unless otherwise indicated, the business address of each of the individuals is c/o YHN AcquisitionI Limited, 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, HongKong. | |
| | 34 | | |
|
(2) |
Represents shares held by YHN Partners I Limited, our sponsor. Includes 250,000 Ordinary Shares comprising the private units purchased by the sponsor. Pui Chun Wong is the controlling shareholder of our sponsor by virtue of having 100% voting power in the sponsor. The registered address for our sponsor is 1stFloor, Columbus Centre, P.O. Box 2283, Road Town, Tortola, British Virgin Islands. | |
|
(3) |
Information is based solely on a report on Schedule 13G/A filed by Karpus Management, Inc., d/b/a Karpus Investment Management (Karpus or the Reporting Person) on January 7, 2026. Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (CLIG), which is listed on the London Stock Exchange; however, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares are owned directly by the accounts managed by Karpus. | |
|
(4) |
Information is based solely on a report on Schedule 13G/A filed by Barclays PLC on March 21, 2025. Business address is 1 Churchill Place, London - E14 5HP. | |
|
(5) |
Information is based solely on a report on Schedule 13G/A filed by Mizuho Financial Group, Inc. on August 13, 2025. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. | |
****
|
(6) |
Information is based solely on a report on Schedule 13G/A filed by W. R. Berkley Corporation on August 8, 2025. The principal business address is 475 Steamboat Road, Greenwich, CT 06830. | |
|
(7) |
Information is based solely on a report on Schedule 13G filed by Westchester Capital Management, LLC on May 14, 2025. Westchester Capital Management, LLC ("Westchester") is a Delaware limited liability company. Westchester, a registered investment adviser, serves as sub-advisor to each of The Merger Fund ("MF"), The Merger Fund VL ("MF VL"), Virtus Westchester Credit Event Fund ("CEF") and JNL Multi-Manager Alternative Fund ("JARB" together with MF, MF VL and CEF, the "Funds").The Funds directly hold ordinary shares of the Company for the benefit of the investors in those Funds.Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. The principal business address is 100 Summit Lake Drive, Valhalla, NY 10595. | |
|
(8) |
Information is based solely on a report on Schedule 13G filed by Rivernorth Capital Management, LLC on August 14, 2025. The principal business address is 360 S. Rosemary Avenue, Ste. 1420, West Palm Beach, Florida 33401. | |
|
(9) |
Information is based solely on a report on Schedule 13G/A filed by Feis Equities LLC and Lawrence M. Feis on February 2, 2026. The principal business address is 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025. | |
**ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
**Insider Shares**
In December 2023 and
April 2024, the Company issued an aggregate of 1,725,000 insider shares to the initial shareholders in exchange for cash of $25,000. In
November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are forfeited
in February 2025. Our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted
transferees) until 180 days after the completion of our initial business combination, Notwithstanding the foregoing, the insider shares
will be released from the 180-day lock-up on the earlier of (1) 150 days after the date of the consummation of our initial business combination
if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2)
after the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange
or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
| | 35 | | |
**Private Placement
Units**
Simultaneously with
the closing of the IPO, the Company consummated the private placement (Private Placement) with its sponsor of 250,000 units
(the Private Units) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000. The Private Units are
identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, our
sponsor has also agreed not to transfer, assign or sell any of Private Units (including the ordinary shares issuable upon exercise of
the Private Units) until 180 days after the completion of our initial business combination (except with respect to permitted transferees).
Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any
insider shares, and the private units, as applicable. However, if after our initial business combination, there is a transaction whereby
all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuers
shares, then the insider shares, or the private units (or any shares of Ordinary Shares thereunder) shall be permitted to participate.
The holders were granted certain demand and piggyback registration rights in connection with the Private Units. The Private Units were
issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
**Conflicts of Interest**
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our
third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered
to any director or officer unless (i)such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company, (ii)such opportunity is one we are legally and contractually permitted to undertake and would otherwise
be reasonable for us to pursue and (iii)the director or officer is permitted to refer the opportunity to us without violating another
legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor his or her
obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities
reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary, contractual
or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination.
****
**Services Arrangements**
On April 12, 2024, we
entered into an administrative services agreement with our Sponsor, pursuant to which the Sponsor agreed to make available to the Company
certain general and administrative services, including office space and secretarial and administrative services, as the Company may require
from time to time. The Company has agreed to pay to the affiliate of the Sponsor $10,000 per month continuing until the earlier of the
consummation by the Company of a Business Combination or the Companys liquidation. For the years ended December 31, 2025 and 2024,
the Company incurred $154,000 and $30,000 in such fees.
There will be no finders
fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers
or directors, or any affiliate of our Sponsor or officers prior to, or in connection with any services rendered in order to effectuate,
the consummation of our Business Combination. However, these individuals will be reimbursed for anyout-of-pocketexpenses incurred
in connection with activities on our behalf such as payment of customary fees incurred during the election of directors and performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our
Sponsor, executive officers or directors, or our or their affiliates.
After the completion
of our Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our stockholders in connection with a proposed Business Combination. It is unlikely the
amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination
business will be responsible for determining executive officer and director compensation.
| | 36 | | |
**Related Party Loans
and Advances**
****
On April 12, 2024, the
Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount
of $500,000(the Promissory Note). The Promissory Note is non-interest bearing and payable on the earlier of consummation
of an initial public offering of our securities or the date on we determine not to conduct an initial public offering of our securities.
As of December 31, 2025 and 2024, we had a temporary
advance of $790,038 and $60,059 from our Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment.
****
**Registration Rights**
On September 17, 2024,
we entered into a registration rights agreement pursuant to which the Company granted certain registration rights to the holders of the
insider shares, Private Placement Units (and their underlying securities) and any Units that may be issued upon conversion of the working
capital loans (and underlying securities). The holders of these securities are entitled to make up to three demands, excluding short form
demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights
with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
**ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES**
The following is a summary of fees paid or to
be paid to Adeptus Partners, LLC (Adeptus), for services rendered.
*Audit Fees*. Audit fees consist of fees
billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by
the chosen registered public accounting firm in connection with regulatory filings. The aggregate fees billed by Adeptus for professional
services rendered for the audit of our annual financial statements and other required filings with the SEC for years ended December 31,
205 and 2024 totaled approximately $41,000 and $71,000, respectively. The above amounts include interim procedures and audit fees, as
well as attendance at audit committee meetings.
*Audit-Related Fees.*Audit-related
services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of
our financial statements and are not reported under Audit Fees. These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Adeptus for consultations
concerning financial accounting and reporting standards during the years ended December 31, 2025 and 2024, respectively.
*Tax Fees*. We did not pay Adeptus for tax
planning and tax advice for the years ended December 31, 2025 and 2024, respectively.
*All Other Fees*. We did not pay Adeptus
for other services for the years ended December 31, 2025 and 2024, respectively.
**Pre-Approval of Services**
Our audit committee was formed upon the consummation
of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to
the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange
Act which are approved by the audit committee prior to the completion of the audit).
****
****
****
****
| | 37 | | |
****
**PART IV**
**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES**
****
|
|
(a) |
The following documents are filed as part of this Annual Report on Form 10-K: | |
|
|
(1) |
Financial Statements | |
| |
Page | |
|
|
| |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686) |
F-2 | |
|
|
| |
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-3 | |
|
|
| |
|
Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024 |
F-4 | |
|
|
| |
|
Consolidated Statements of Changes in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 |
F-5 | |
|
|
| |
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 |
F-6 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-7 F-21 | |
|
|
(1) |
Financial Statement Schedules: | |
None.
|
|
(2) |
Exhibits: | |
The following
exhibits are filed as part of or incorporated by reference into, this Annual Report on Form 10-K.
**EXHIBIT INDEX**
|
|
|
|
|
Incorporated by Reference | |
|
Exhibit |
|
Description |
|
Schedule/
Form |
|
File Number |
|
Exhibits |
|
Filing Date | |
|
1.1 |
|
Underwriting Agreement, dated September 17, 2024, by and between the Company and Lucid Capital Markets, LLC |
|
Form8-K |
|
001-42251 |
|
1.1 |
|
September 19, 2024 | |
|
3.1 |
|
Third Amended and Restated Memorandum and Articles of Association |
|
Form8-K |
|
001-42251 |
|
3.1 |
|
September 19, 2024 | |
|
3.2 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
|
Form8-K |
|
001-42251 |
|
3.1 |
|
December 10, 2025 | |
|
4.1 |
|
Specimen Unit Certificate of the Company |
|
FormS-1 |
|
333-279308 |
|
4.1 |
|
August 2, 2024 | |
|
4.2 |
|
Specimen Ordinary Share Certificate of the Company |
|
FormS-1 |
|
333-279308 |
|
4.2 |
|
August 2, 2024 | |
|
4.3 |
|
Specimen Rights Certificate of the Company |
|
FormS-1 |
|
333-279308 |
|
4.3 |
|
August 2, 2024 | |
|
4.4 |
|
Rights Agreement, dated September 17, 2024 by and between the Company and Continental Stock Transfer & Trust Company |
|
Form8-K |
|
001-42251 |
|
4.2 |
|
September 19, 2024 | |
|
4.5* |
|
Description of Registrants Securities |
|
|
|
|
|
|
|
| |
| | 38 | | |
|
10.1 |
|
Letter Agreement, dated September 17, 2024, by and between the Company and each of the officers and directors of the Company |
|
Form8-K |
|
001-42251 |
|
10.1 |
|
September 19, 2024 | |
|
10.2 |
|
Letter Agreement, dated September 17, 2024, by and between the Company and YHN Partners I Limited |
|
Form8-K |
|
001-42251 |
|
10.2 |
|
September 19, 2024 | |
|
10.3 |
|
Investment Management Trust Agreement, dated September 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company |
|
Form8-K |
|
001-42251 |
|
10.3 |
|
September 19, 2024 | |
|
10.4 |
|
Stock Escrow Agreement, dated September 17, 2024, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company |
|
Form8-K |
|
001-42251 |
|
10.4 |
|
September 19, 2024 | |
|
10.5 |
|
Registration Rights Agreement, dated September 17, 2024, by and among the Company and the initial shareholders of the Company |
|
Form8-K |
|
001-42251 |
|
10.5 |
|
September 19, 2024 | |
|
10.6 |
|
Subscription Agreement, dated September 17, 2024, in relation to private units by and between the Company and the Sponsor |
|
Form8-K |
|
001-42251 |
|
10.6 |
|
September 19, 2024 | |
|
10.7 |
|
Indemnification Agreements, dated September 17, 2024, by and among the Company and each of the officers and directors of the Company |
|
Form8-K |
|
001-42251 |
|
10.7 |
|
September 19, 2024 | |
|
10.8 |
|
Administration Service Agreement between the Company and the Sponsor |
|
FormS-1 |
|
333-279308 |
|
10.7 |
|
May 10, 2024 | |
|
10.9 |
|
Promissory Note dated April 12, 2024 issued by the Company to the Sponsor |
|
FormS-1 |
|
333-279308 |
|
10.9 |
|
May 10, 2024 | |
|
10.10 |
|
Amended and Restated Business Combination Agreement, dated as of June 3, 2025 by and between YHN Acquisition I Limited, Mingde Technology Limited, and YHNA MS I LIMITED and YHNA MS II LIMITED |
|
Form8-K |
|
001-42251 |
|
2.1 |
|
June 5, 2025 | |
|
10.11 |
|
Joinder Agreement dated May 8, 2025 by and between YHNA MS I LIMITED, YHNA MS II LIMITED, YHN Acquisition I Limited and Mingde Technology Limited |
|
Form8-K |
|
001-42251 |
|
10.1 |
|
May 9, 2025 | |
|
10.12 |
|
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 |
|
Form8-K |
|
001-42251 |
|
10.1 |
|
November 10, 2025 | |
|
10.13 |
|
Amendment No. 2 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 |
|
Form8-K |
|
001-42251 |
|
10.1 |
|
December 17, 2025 | |
|
10.14 |
|
Amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company dated as of December 8, 2025 |
|
Form8-K |
|
001-42251 |
|
10.1 |
|
December 10, 2025 | |
|
14.1 |
|
Code of Ethics of the Company |
|
FormS-1 |
|
333-279308 |
|
14 |
|
July 12, 2024 | |
|
19.1 |
|
Insider Trading Policy |
|
Form 10-K |
|
001-42251 |
|
19.1 |
|
March 20, 2025 | |
|
24.1* |
|
Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K) |
|
|
|
|
|
|
|
| |
| | 39 | | |
|
31.1* |
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
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| |
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31.2* |
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| |
|
32.1** |
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
|
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| |
|
32.2** |
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
|
|
|
|
|
|
|
| |
|
97.1 |
|
Clawback Policy |
|
Form 10-K |
|
001-42251 |
|
97.1 |
|
March 20, 2025 | |
|
101.INS |
|
Inline XBRL Instance Document. |
|
|
|
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|
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| |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
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| |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
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|
| |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
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|
| |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Labels Linkbase Document. |
|
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|
| |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
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|
| |
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
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| |
|
* |
Filed herewith. | |
|
** |
Furnished herewith. | |
**ITEM 16. FORM 10-K SUMMARY**
Not applicable.
| | 40 | | |
**YHN ACQUISITION I LIMITED**
****
**Financial
Statements**
**For
the Year Ended December 31, 2025**
| |
Page | |
|
|
| |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686) |
F-2 | |
|
|
| |
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-3 | |
|
|
| |
|
Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024 |
F-4 | |
|
|
| |
|
Consolidated Statements of Changes in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 |
F-5 | |
|
|
| |
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 |
F-6 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-7 F-20 | |
| | F-1 | | |
**REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
*
To the Board of Directors and
Shareholders of YHN Acquisition I Limited
**Opinion on the Financial Statements**
We have audited the accompanying consolidated
balance sheets of YHN Acquisition I Limited (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of
income, changes in shareholders deficit, and cash flows for the years then ended, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended,
in conformity with accounting principles generally accepted in the United States of America.
**Substantial Doubt about the Companys
Ability to Continue as a Going Concern**
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has limited cash, a working capital deficit of $692,191, and an accumulated deficit and needs to raise additional funds to meet
its obligations and sustain operations which raises substantial doubt about its ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Companys
auditor since 2024.
**Adeptus Partners, LLC**
PCAOB: 3686
Ocean, New Jersey
March 26, 2026
| | F-2 | | |
**YHN ACQUISITION I LIMITED**
**CONSOLIDATED BALANCE SHEETS**
****
|
| |
| | |
| | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
| |
| | |
| | |
|
ASSETS | |
| | | |
| | | |
|
Current assets: | |
| | | |
| | | |
|
Cash | |
$ | 140,550 | | |
$ | 669,250 | | |
|
Prepayments | |
| 12,923 | | |
| 50,485 | | |
|
| |
| | | |
| | | |
|
Total current assets | |
| 153,473 | | |
| 719,735 | | |
|
| |
| | | |
| | | |
|
Cash and marketable securities held in trust | |
| 27,050,906 | | |
| 61,089,076 | | |
|
| |
| | | |
| | | |
|
TOTAL ASSETS | |
$ | 27,204,379 | | |
$ | 61,808,811 | | |
|
| |
| | | |
| | | |
|
LIABILITIES AND SHAREHOLDERS DEFICIT | |
| | | |
| | | |
|
Current liabilities: | |
| | | |
| | | |
|
Accrued expenses | |
$ | 55,626 | | |
$ | 64,997 | | |
|
Amount due to sponsor | |
| 790,038 | | |
| 60,059 | | |
|
| |
| | | |
| | | |
|
Total Current Liabilities | |
| 845,664 | | |
| 125,056 | | |
|
| |
| | | |
| | | |
|
Deferred underwriting compensation | |
| 1,500,000 | | |
| 1,500,000 | | |
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES | |
| 2,345,664 | | |
| 1,625,056 | | |
|
| |
| | | |
| | | |
|
Commitments and contingencies (Note 7) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Ordinary shares subject to possible redemption, 2,535,821 and 6,000,000 shares, respectively (at redemption price of $10.67 and $10.18 per share, respectively) | |
| 27,050,906 | | |
| 61,089,076 | | |
|
| |
| | | |
| | | |
|
Shareholders Deficit: | |
| | | |
| | | |
|
Ordinary shares, no
par value; 500,000,000
shares authorized; 1,750,000
and 1,750,000
shares issued and outstanding (excluding 2,535,821 and 6,000,000 shares, subject to possible redemption), respectively | |
| | | |
| | | |
|
Accumulated deficit | |
| (2,192,191 | ) | |
| (905,321 | ) | |
|
| |
| | | |
| | | |
|
Total Shareholders Deficit | |
| (2,192,191 | ) | |
| (905,321 | ) | |
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | |
$ | 27,204,379 | | |
$ | 61,808,811 | | |
See accompanying notes to consolidated financial
statements.
| | F-3 | | |
**YHN ACQUISITION I LIMITED**
**CONSOLIDATED STATEMENTS OF INCOME**
****
|
| |
| | |
| | |
|
| |
For the Year ended December 31, 2025 | | |
For the Year ended December 31, 2024 | | |
|
| |
| | |
| | |
|
Formation and operating costs | |
$ | (1,136,899 | ) | |
$ | (286,649 | ) | |
|
| |
| | | |
| | | |
|
Other income: | |
| | | |
| | | |
|
Dividend income | |
| 2,461,987 | | |
| 789,076 | | |
|
Interest income | |
| 29 | | |
| 211 | | |
|
Total other income | |
| 2,462,016 | | |
| 789,287 | | |
|
| |
| | | |
| | | |
|
NET INCOME | |
$ | 1,325,117 | | |
$ | 502,638 | | |
|
| |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | |
| 5,800,691 | | |
| 1,688,525 | | |
|
| |
| | | |
| | | |
|
Basic and diluted net income per share, ordinary shares subject to possible redemption | |
$ | 0.27 | | |
$ | 0.38 | | |
|
| |
| | | |
| | | |
|
Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption | |
| 1,750,000 | | |
| 1,570,355 | | |
|
| |
| | | |
| | | |
|
Basic and diluted net loss per share, ordinary shares not subject to possible redemption | |
$ | (0.15 | ) | |
$ | (0.09 | ) | |
|
| |
| | | |
| | | |
See accompanying notes to consolidated financial
statements.
| | F-4 | | |
**YHN ACQUISITION I LIMITED**
**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
DEFICIT**
****
|
| |
| | | |
| | | |
| | | |
| | | |
|
|
Year ended December 31, 2025 | | |
|
| |
Ordinary shares | | |
Accumulated deficit | | |
Total shareholders deficit | | |
|
| |
No. of shares | | |
Amount | | |
| | |
| | |
|
Balance as of December 31, 2024 | |
| 1,750,000 | | |
$ | | | |
$ | (905,321 | ) | |
$ | (905,321 | ) | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption | |
| | | |
| | | |
| (2,611,987 | ) | |
| (2,611,987 | ) | |
|
Net income | |
| | | |
| | | |
| 1,325,117 | | |
| 1,325,117 | | |
|
Balance as of December 31, 2025 | |
| 1,750,000 | | |
$ | | | |
$ | (2,192,191 | ) | |
$ | (2,192,191 | ) | |
****
****
****
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
|
Year ended December 31, 2024 | | |
|
|
Ordinary shares | | |
Stock
subscription
receivable | | |
Accumulated
deficit | | |
Total
shareholders
deficit | | |
|
|
No. of shares | | |
Amount | | |
| | |
| | |
| | |
|
Balance as of December31, 2023 | |
| 1,725,000 | | |
$ | 25,000 | | |
$ | (25,000 | ) | |
$ | (3,680 | ) | |
$ | (3,680 | ) | |
|
Capital contribution paid | |
| | | |
| | | |
| 25,000 | | |
| | | |
| 25,000 | | |
|
Sale of units in initial public offering, net of offering costs | |
| 6,000,000 | | |
| 57,159,797 | | |
| | | |
| | | |
| 57,159,797 | | |
|
Sale of units to the founder in private placement | |
| 250,000 | | |
| 2,500,000 | | |
| | | |
| | | |
| 2,500,000 | | |
|
Initial classification of ordinary shares subject to possible redemption | |
| (6,000,000 | ) | |
| (56,232,427 | ) | |
| | | |
| | | |
| (56,232,427 | ) | |
|
Allocation of offering costs to ordinary shares subject to possible redemption | |
| | | |
| 2,661,858 | | |
| | | |
| | | |
| 2,661,858 | | |
|
Share forfeiture | |
| (225,000 | ) | |
| | | |
| | | |
| | | |
| | | |
|
Accretion of carrying value to redemption value | |
| | | |
| (6,114,228 | ) | |
| | | |
| (615,203 | ) | |
| (6,729,431 | ) | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption | |
| | | |
| | | |
| | | |
| (789,076 | ) | |
| (789,076 | ) | |
|
Net income | |
| | | |
| | | |
| | | |
| 502,638 | | |
| 502,638 | | |
|
Balance as of December 31, 2024 | |
| 1,750,000 | | |
$ | | | |
$ | | | |
$ | (905,321 | ) | |
$ | (905,321 | ) | |
****
See accompanying notes to consolidated financial
statements.
| | F-5 | | |
**YHN ACQUISITION I LIMITED**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
****
****
|
| |
| | | |
| | | |
|
|
Year ended December 31, 2025 | | |
Year ended December 31, 2024 | | |
|
Cash flows from operating activities: | |
| | | |
| | | |
|
Net income | |
$ | 1,325,117 | | |
$ | 502,638 | | |
|
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | | |
|
Dividend income earned in cash and investments held in trust account | |
| (2,461,987 | ) | |
| (789,076 | ) | |
|
Change in operating assets and liabilities: | |
| | | |
| | | |
|
Prepayments | |
| 37,562 | | |
| (50,485 | ) | |
|
Accrued expenses | |
| (9,371 | ) | |
| 61,317 | | |
|
Net cash used in operating activities | |
| (1,108,679 | ) | |
| (275,606 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from investing activities: | |
| | | |
| | | |
|
Cash withdrawn from Trust Account in connection to redemption | |
| 36,650,157 | | |
| | | |
|
Proceeds deposited in Trust Account | |
| (150,000 | ) | |
| (60,300,000 | ) | |
|
Net cash provided by (used in) investing activities | |
| 36,500,157 | | |
| (60,300,000 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from financing activities: | |
| | | |
| | | |
|
Proceeds from public offering, net of offering costs | |
| | | |
| 58,659,797 | | |
|
Proceeds from private placement | |
| | | |
| 2,500,000 | | |
|
Capital contribution paid | |
| | | |
| 25,000 | | |
|
Proceeds from promissory note - related party | |
| | | |
| 173,000 | | |
|
Repayment to related party under promissory note | |
| | | |
| (173,000 | ) | |
|
Redemption of ordinary shares | |
| (36,650,157 | ) | |
| | | |
|
Advance from sponsor | |
| 729,979 | | |
| 60,059 | | |
|
Net cash (used in) provided by financing activities | |
| (35,920,178 | ) | |
| 61,244,856 | | |
|
| |
| | | |
| | | |
|
NET CHANGE IN CASH | |
| (528,700 | ) | |
| 669,250 | | |
|
| |
| | | |
| | | |
|
CASH, BEGINNING OF PERIOD | |
| 669,250 | | |
| | | |
|
| |
| | | |
| | | |
|
CASH, END OF PERIOD | |
$ | 140,550 | | |
$ | 669,250 | | |
|
| |
| | | |
| | | |
|
Non-cash investing and financing activities | |
| | | |
| | | |
|
Deferred offering costs paid by related party | |
$ | | | |
$ | 108,663 | | |
|
Initial classification of ordinary shares subject to possible redemption | |
$ | | | |
$ | 56,232,427 | | |
|
Allocation of offering costs to ordinary shares subject to possible redemption | |
$ | | | |
$ | 2,661,858 | | |
|
Accretion of carrying value to redemption value | |
$ | | | |
$ | 6,729,431 | | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption | |
$ | 2,611,987 | | |
$ | 789,076 | | |
|
Accrued underwriting compensation | |
$ | | | |
$ | 1,500,000 | | |
See accompanying notes to consolidated financial
statements.
| | F-6 | | |
**YHN ACQUISITION I LIMITED**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**NOTE 1 - ORGANIZATION
AND BUSINESS BACKGROUND**
YHN Acquisition I Limited (the Company)
is a blank check company incorporated on December 18, 2023, under the laws of the British Virgin Islands for the purpose of acquiring,
engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into
contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (Business
Combination). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business
Combination.
The Company is an early-stage company and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage companies and emerging growth companies.
The Company has selected December 31 as its fiscal year end.
YHNA MS I Limited (PubCo or Purchaser)
is a company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.
PubCo is wholly owned by the Company.
YHNA MS II Limited (Merger Sub)
is a company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.
Merger Sub is wholly owned by PubCo.
As of December 31, 2025, the Company had not yet
commenced any operations. All activities through December 31, 2025 relate to the Companys formation and the initial public offering
(the Initial Public Offering). The Company will not generate any operating revenues until after the completion of a Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived
from the Initial Public Offering.
The registration statement for the Companys
Initial Public Offering was declared effective on September 17, 2024. On September 19, 2024, the Company consummated the Initial Public
Offering of 6,000,000 units (the Public Units), at $10.00 per Public Unit, generating gross proceeds of $60,000,000 to the
Company. Each Public Unit consists of one ordinary share and one right (Public Rights). Each whole Public Right will entitle
the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 250,000 units (the Private Placement Units) at a price of $10.00 per
Private Placement Unit in a private placement to YHN Partners I Limited (the Sponsor),
generating gross proceeds of $2,500,000 to the Company. Each Private Placement Unit consists of one ordinary share (the Private
Placement Share) and one right (Private Placement Right). Each Private Placement Right will entitle the holder to
receive one-tenth (1/10) ordinary share upon consummation of the initial business combination.
Transaction costs amounted to $2,840,203, consisting
of $960,000 of underwriting commissions, $1,500,000 of deferred underwriting commissions and $380,203 of other offering costs.
The Company listed the Units on the Nasdaq Global
Market (NASDAQ). The Companys management has broad discretion with respect to the specific application of the net
proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally
applied toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target
businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any
deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection
with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment
Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing
of the Initial Public Offering, management has agreed that at least $10.05 per Unit, including the proceeds of the sale of the Private
Units will be held in a trust account (Trust Account) and invested in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company
that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the
Companys shareholder, as described below.
| | F-7 | | |
The Company will provide its shareholders with
the opportunity to redeem all or a portion of their ordinary shares issued at its Initial Public Offering (the Public Shares)
upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.05 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount
to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will
pay to the underwriters (as discussed in Note 7). The ordinary shares subject to redemption will be recorded at a redemption value and
classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification
(ASC) Topic 480 Distinguishing Liabilities from Equity.
The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks
shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange
Commission (SEC), and file tender offer documents containing substantially the same information as would be included in
a proxy statement with the SEC prior to completing a Business Combination.
The Companys initial shareholders (the
initial shareholders) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement
Units (the Private Placement Shares) and any Public Shares purchased during or after the Initial Public Offering in favor
of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Companys Memorandum and Articles of Association
that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business Combination
or affect the substance or timing of the Companys obligation to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders with the opportunity
to redeem their Public Shares for cash from the Trust Account in connection with any such vote; (c) not to redeem any founder shares and
Private Placement Shares as well as any Public Shares purchased during or after the Initial Public Offering for cash from the Trust Account
in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business
Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders rights of
pre-Business Combination activity and (d) that the founder shares and Private Placement Shares shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company
fails to complete its Business Combination. The Company had entered into an amendment to the investment management trust agreement with
Continental Stock Transfer & Trust Company to extend the date on which to commence liquidating the trust account. The Company will
have until June 19, 2026 (the Combination Period) initially to consummate a Business Combination.
If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable),
which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and the Companys board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements
of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.
| | F-8 | | |
The Sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
$10.05 per share (whether or not the underwriters over-allotment option is exercised in full), except as to any claims by
a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Companys
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the Securities Act). In the event that an executed waiver is deemed to be unenforceable against a third
party, the sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce
the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
On January 15, 2025, the Company entered into
a legally binding letter of intent (the Letter of Intent) with Mingde Technology Limited (Mingde or Holdco),
a Cayman Islands holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (XJR), a company established in
China and in the business of operating online sports platforms and providing technological solutions for health product stores. Pursuant
to the Letter of Intent, the Company will effect a business combination (the Business Combination) with Holdco based on
an equity valuation of $396,000,000.
On April 3, 2025, the Company entered into
that certain Business Combination Agreement with Mingde pursuant to which, (a) immediately prior to the Closing, Mingde 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*), to be formed for the sole purpose of merging with and into the Mingde (the *Acquisition
Merger*) in which Mingde 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. The Merger Consideration is $396,000,000. The 39,600,000
Purchaser Ordinary Shares to be delivered by Purchaser to the Company Shareholders (the *Merger Consideration
Shares*) is based on an aggregate pre-money equity value for 100%
of the Mingdes issued and outstanding ordinary shares, with each Purchaser Ordinary Share valued at $10.00.
On May 8, 2025, each of Purchaser, Merger Sub,
Mingde 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.
On June 3, 2025, each of Purchaser, Merger
Sub, Mingde and the Company executed that certain Amended and Restated Business Combination Agreement (the **Amended and
Restated Business Combination Agreement** or as restated and amended, the **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 Mingde 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 Mingde Shareholders at the Closing and held back
as security for the Mingdes 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.
| | F-9 | | |
On December 8, 2025, in connection with the
shareholders vote at the Annual Meeting, 3,464,179
shares were redeemed by certain shareholders at a price of approximately $10.58
per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $36,650,157.
On December 8, 2025, the Company had entered into
an amendment (the Trust Amendment) to the investment management trust agreement, dated as of September 17, 2024, 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 Companys
initial public offering (the IPO) by three (3) times for an additional three (3) months each time from December 19, 2025
to September 19, 2026 by depositing into the trust account an aggregate amount of $150,000 for each three-month extension. The Company
filed the fourth amended and restated memorandum and articles of association on December 8, 2025, giving the Company the right to extend
the date by which the Company has to consummate a business combination from December 19, 2025 (the date that is 15 months from the closing
date of the IPO) to September 19, 2026 (the date that is 24 months from the closing date of the IPO).
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 19, 2026.
As of the date of this report, the Company
has extended two times by an additional three-month each time, and so it now has until June 19, 2026 to consummate a business
combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust
agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the
Company to consummate the initial business combination, the Companys insiders or their affiliates or designees, must deposit
into the Trust Account $150,000
on or prior to the date of the applicable deadline. On each of December 15, 2025 and March 19, 2026, the Company has deposited in
an amount of $150,000 into
the Trust Account in order to extend the amount of available time to complete a business combination until June 19, 2026.
**Going Concern Consideration**
As of December 31, 2025, the Company had
cash of $140,550 and a working capital deficit of
$692,191.
Subsequent to the consummation of the Initial Public Offering (IPO), the Companys liquidity has been satisfied
through the net proceeds from the IPO and the Private Placement. The Company has incurred and expects to continue to incur
significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the
consummation of a Business Combination.
The Company initially had 15 months from the consummation
of the Initial Public Offering to consummate the initial Business Combination. If the Company does not complete a Business Combination
within 15 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and
liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. As a result, this has the same effect
as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised) of the British Virgin
Islands. Accordingly, no vote would be required from the shareholders to commence such a voluntary winding up, dissolution and liquidation.
However, the Company may extend the period of time to consummate a Business Combination 2 times (for a total of up to 21 months from the
consummation of the Initial Public Offering to complete a Business Combination). If the Company is unable to consummate the Companys
Initial Business Combination by June 19, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten
business days thereafter, redeem100% of the Companys outstanding public shares for a pro rata portion of the funds held in
the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay
taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims
of creditors which may take priority over the claims of the Companys public shareholders.
| | F-10 | | |
If the Company does
not complete a business combination by September 19, 2026 (assuming full extension), the Company will (i) as promptly as practicable,
to cease all operations except for the purpose of making redemption and the subsequent winding up of the Companys affairs; (ii)
as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Companys outstanding
public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the
funds held in the trust account and not previously released to the Company or necessary to pay the Companys taxes, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and its
board of directors, seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims
of creditors which may take priority over the claims of its public shareholders. In the event of dissolution and liquidation, the public
rights will expire and will be worthless.
In connection with the Companys assessment
of going concern considerations in accordance with Accounting Standards Update (ASU) 2014-15, *Disclosures of Uncertainties
about an Entitys Ability to Continue as a Going Concern*, management has determined that if the Company is unsuccessful
in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that
the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve. Further, if the Company is unable to
raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot
provide assurance that new financing will be available to it on commercially acceptable terms if at all. These conditions raise substantial
doubt about the ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
**NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
Basis of presentation
These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in
the United States of America (U.S.GAAP) and pursuant to the rules and regulations of the SEC.
Principles of consolidation
The consolidated financial statements include the
consolidated financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between
the Company and its subsidiaries are eliminated upon consolidation.
A subsidiary is the entity in which the Company,
directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies,
to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
The accompanying consolidated
financial statements reflect the activities of the Company and each of the following entities:
|
Schedule of consolidated
financial statements reflect the activities |
|
|
|
| |
|
Name |
|
Background |
|
Ownership | |
|
YHNA MS I Limited
(PubCo) |
|
A Cayman Islands company
Incorporated on April 29, 2025 |
|
100% owned by the Company | |
|
YHNA MS II Limited (Merger Sub) |
|
A Cayman Islands company
Incorporated on April 29, 2025 |
|
100% owned by the PubCo | |
|
| Emerging growth company | |
The Company is an emerging growth company,
as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS
Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
| | F-11 | | |
Further, Section102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of estimates
In preparing these consolidated financial statements
in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during
the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.
Cash and cash equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. The company had $140,550
and $669,250 in cash as of December 31, 2025 and
2024, respectively. The Company did not
have any cash equivalents as of December 31, 2025 and 2024.
Cash and marketable securities held in trust account
At December 31, 2025 and 2024, substantially all
of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These
securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities
are included in dividend income in the accompanying consolidated statements of income and is automatically reinvested. The fair value
for these securities is determined using quoted market prices in active markets.
Ordinary shares subject to possible redemption
The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in FASB ASC 480, *Distinguishing Liabilities from Equity*. Ordinary
share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders equity. Accordingly, as of December 31, 2025 and 2024, 2,535,821
and 6,000,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders
deficit section of the Companys consolidated balance sheets, respectively. If it is probable that the equity instrument will become
redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or
from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument
or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the
redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement
is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
| | F-12 | | |
As of December 31, 2025 and 2024, the ordinary
shares subject to possible redemption reflected on the consolidated balance sheets are disclosed in the following table:
|
Schedule of ordinary shares subject to possible redemption | |
| | | |
|
| |
Amount | | |
|
Gross proceeds | |
$ | 60,000,000 | | |
|
Less: | |
| | | |
|
Proceeds allocated to Public Rights | |
| (3,767,573 | ) | |
|
Offering costs of Public Shares | |
| (2,661,858 | ) | |
|
Plus: | |
| | | |
|
Accretion of carrying value to redemption value - 2024 | |
| 6,729,431 | | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption - 2024 | |
| 789,076 | | |
|
| |
| | | |
|
Ordinary shares subject to possible redemption as of December 31, 2024 | |
| 61,089,076 | | |
|
Less: | |
| | | |
|
Redemption of ordinary shares | |
| (36,650,157 | ) | |
|
Plus: | |
| | | |
|
Subsequent remeasurement of ordinary shares subject to possible redemption - 2025 | |
| 2,611,987 | | |
|
| |
| | | |
|
Ordinary shares subject to possible redemption as of December 31, 2025 | |
$ | 27,050,906 | | |
Rights accounting
Rights Except in cases where the
Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth
(1/10) ofoneordinary shareupon consummation of a Business Combination, even if the holder of a right redeemed all
shares held by him, her or it in connection with a Business Combination or an amendment to the Companys Amended and Restated
Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will
not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively
redeem his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the
Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his,
her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights
will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement
for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the
holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on
an as-converted into ordinary share basis.
The Company will not issue fractional shares in
connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed
in accordance with the applicable provisions of the British Virgin Islands law. As a result, the holders of the rights must hold rights
in multiples of ten in order to receive shares for all of the holders rights upon closing of a Business Combination. If the Company
is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Companys
assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual
penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in
no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
The Company accounts for rights as either equity-classified
or liability-classified instruments based on an assessment of the rights specific terms and applicable authoritative guidance in
ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the
definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC
815, including whether the rights are indexed to the Companys own ordinary shares and whether the right holders could potentially
require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of
each subsequent quarterly period end date while the rights are outstanding.
| | F-13 | | |
For issued or modified rights that meet all of
the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued
or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities
at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the
rights are recognized as a non-cash gain or loss on the consolidated statementsof income.
As the rights issued upon the IPO and private
placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.
Concentration of credit risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Income taxes
Income taxes are determined in accordance with
the provisions of ASC Topic 740, Income Taxes (ASC 740). Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.
ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their consolidated financial statements uncertain tax positions taken or
expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the consolidated financial statements
when it is more likely than not the position will be sustained upon examination by the tax authorities. The Companys management
determined that the British Virgin Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position.
The Company may be subject to potential examination
by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount
of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Companys management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted British
Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax
filing requirements in the British Virgin Islands or the United States. As such, the Companys tax provision was zero for the periods
presented.
|
| Net income (loss) per share | |
The Company
calculates net income (loss) per share in accordance with ASC Topic 260,*Earnings per Share.*In order
to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered
the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed
income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income
(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any
remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends
paid to the public stockholders. Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share
as the redemption value approximates fair value.
| | F-14 | | |
Net income
(loss) per share is presented in the consolidated statements of income as follows:
|
Schedule of net income (loss) per share | |
| | | |
| | | |
| | | |
| | | |
|
| |
For the Year ended
December 31, 2025 | | |
For the Year ended
December 31, 2024 | | |
|
| |
Redeemable Ordinary Share | | |
Non-Redeemable Ordinary Share | | |
Redeemable Ordinary Share | | |
Non-Redeemable Ordinary Share | | |
|
Basic and diluted net income (loss) per share: | |
| | | |
| | | |
| | | |
| | | |
|
Numerators: | |
| | | |
| | | |
| | | |
| | | |
|
Other income earned in investments held in Trust Account | |
$ | 2,462,016 | | |
$ | | | |
$ | 789,287 | | |
$ | | | |
|
Total expenses | |
| (873,403 | ) | |
| (263,496 | ) | |
| (148,522 | )) | |
| (138,127 | ) | |
|
Total allocation to redeemable and non-redeemable ordinary share | |
$ | 1,588,613 | | |
$ | (263,496 | ) | |
$ | 640,765 | | |
$ | (138,127 | ) | |
|
Denominators: | |
| | | |
| | | |
| | | |
| | | |
|
Weighted-average shares outstanding | |
| 5,800,691 | | |
| 1,750,000 | | |
| 1,688,525 | | |
| 1,570,355 | | |
|
Basic and diluted net income (loss) per share | |
$ | 0.27 | | |
$ | (0.15 | ) | |
$ | 0.38 | | |
$ | (0.09 | ) | |
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies
are also considered to be related if they are subject to common control or common significant influence.
Fair value of financial instruments
The fair value of the Companys assets and
liabilities, which qualify as financial instruments under ASC Topic 820, *Fair Value Measurement* (ASC 820),
approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes
a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an
exit price, which is the price that would be received for an asset or paid to transfer a liability in the Companys principal or
most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established
in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed
based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entitys own assumptions
based on market data and the entitys judgments about the assumptions that market participants would use in pricing the asset or
liability and are to be developed based on the best information available in the circumstances.
|
Level 1: |
|
Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. | |
|
|
|
| |
|
Level 2: |
|
Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | |
|
|
|
| |
|
Level 3: |
|
Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
| | F-15 | | |
The following table presents information about
the Companys assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2025 and 2024, and
indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
|
Schedule of assets and liabilities that were measured at fair value on a recurring basis | |
| | | |
| | | |
| | | |
| | | |
|
| |
December 31, | | |
Quoted Prices In Active Markets | | |
Significant Other Observable Inputs | | |
Significant Other Unobservable Inputs | | |
|
Description | |
2025 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
|
Assets: | |
| | | |
| | | |
| | | |
| | | |
|
U.S. Treasury Securities held in Trust Account | |
$ | 27,050,906 | | |
$ | 27,050,906 | | |
$ | | | |
$ | | | |
|
| |
December 31, | | |
Quoted Prices In Active Markets | | |
Significant Other Observable Inputs | | |
Significant Other Unobservable Inputs | | |
|
Description | |
2024 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
|
Assets: | |
| | | |
| | | |
| | | |
| | | |
|
U.S. Treasury Securities held in Trust Account | |
$ | 61,089,076 | | |
$ | 61,089,076 | | |
$ | | | |
$ | | | |
Recent accounting pronouncements
Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys consolidated
financial statements.
**NOTE 3
INITIAL PUBLIC OFFERING**
On September 19, 2024, the Company sold 6,000,000
Public Units, at a purchase price of $10.00per Public Unit. Each Unit consists of one ordinary share and one Public Right.
Each whole Public Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business
combination.
All of the 6,000,000 public shares sold as part
of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares
if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to
the Companys Amended and Restated Memorandum and Articles of Association, or in connection with the Companys liquidation.
In accordance with the SEC and its staffs
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control
of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
If it is probable that the equity instrument will
become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance
(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the
instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument
to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion
or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional
paid-in capital).
| | F-16 | | |
**NOTE 4
PRIVATE PLACEMENT**
Simultaneously with the closing of the
Initial Public Offering, the Company consummated a private placement of 250,000
Private Placement Units, at a price of $10.00
per Private Placement Unit. Each Private Placement Unit consists of one Private Placement Share and one right (Private
Placement Right). Each Private Placement Right entitles the holder to receive one-tenth (1/10) ordinary share upon
consummation of the initial business combination.
The Private Placement Units are identical to the
Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.
**NOTE 5
RELATED PARTY TRANSACTIONS**
**Founder
Shares**
On December 18, 2023, the Company issued 10,000
founder shares with no par value in consideration of $1,000.
On December 31, 2023, the Company authorized to issue an aggregate of 1,715,000
founder shares with no par value to the initial shareholder, including an aggregate of 225,000 ordinary shares subject to forfeiture
by the Sponsor to the extent that the underwriters over-allotment option is not exercised in full or in part, so that the
initial shareholder will collectively own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the
sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) (see Note
6) for an aggregate purchase price of $24,000.
In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares
were forfeited.
**Private
Placement**
The Company consummated the sale of 250,000 Private
Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $2,500,000
to the Company.
**Administrative
Services Agreement**
An affiliate of the Sponsor agreed that,
commencing from the date that the Companys securities are first listed on NASDAQ through the earlier of the Companys
consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative
services, including office space, administrative and support services, as the Company may require from time to time. The Company has
agreed to pay the affiliate of the Sponsor $10,000 per month for these services commencing on the closing date of this offering for
15 months (or up to 21 months). For years ended December 31, 2025 and 2024, the Company incurred $124,000
and $30,000
in fees for these services included in formation and operations costs in the consolidated statements of income, respectively. As of
December 31, 2025 and 2024, the unpaid balance was $154,000
and $30,000
included in amount due to sponsor in the consolidated balance sheets, respectively.
**Amount due to Sponsor**
As of December 31, 2025 and 2024, the
Company had a temporary advance of $790,038
and $60,059
from the Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment.
| | F-17 | | |
**NOTE 6
SHAREHOLDERS DEFICIT**
**Ordinary shares**
The Company is authorized to issue 500,000,000
ordinary shares with no
par value. Holders of the Companys ordinary shares are entitled to one
vote for each share.
As of December 31, 2025 and 2024, there were
1,750,000
and 1,750,000
ordinary shares issued and outstanding excluding 2,535,821
and 6,000,000
ordinary shares subject to possible redemption, respectively.
**Rights**
Each holder of a right will receive one-tenth(1/10)
ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection
with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required
to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration
related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters
into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement
will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in
the transaction on an as-convertedinto ordinary share basis and each holder of a right will be required to affirmatively convert
its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange
of the rights will be freely tradable (except to the extent held by affiliates of the Company).
**NOTE 7
COMMITMENTS AND CONTINGENCIES**
**Risk and uncertainties**
On August 16, 2022, the Inflation Reduction Act
of 2022 (the IR Act) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders
from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the
time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market
value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain
exceptions apply to the excise tax. The U.S. Department of the Treasury (the Treasury) has been given authority to provide
regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies to repurchases that
occur after December 31, 2022.
Therefore, any redemption or other repurchase
that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise
tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote
or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection
with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any
PIPE or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business
combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance
from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming shareholders, the mechanics
of any required payments of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand
to complete a business combination and in the Companys ability to complete a business combination.
****
****
****
****
| | F-18 | | |
****
**Registration Rights**
Pursuant to a registration rights agreement entered
into on September 19, 2024, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units
(including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled
to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company
to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form
demands, that the Companys register such securities. In addition, the holders have certain piggy-back registration
rights with respect to registration statements filed subsequent to the Companys completion of initial business combination and
rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
**Underwriting Agreement**
The Company granted the underwriters a45-day
option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. In November 2024, the underwriters did not exercise their 45-day
option to purchase 900,000 Units.
The underwriters are entitled to a cash underwriting
discount of 2.5% of the gross proceeds of the Initial Public Offering, or $1,500,000, upon the closing of the Business Combination, subject
to a minimum of $500,000.
**NOTE 8
SEGMENT INFORMATION**
ASC Topic 280, *Segment Reporting*,
establishes standards for companies to report in their consolidated financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial
information is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how
to allocate resources and assess performance.
The Companys chief operating decision
maker (CODM) has been identified as the Chief Financial Officer, who reviews the operating results for the Company as
a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined
that the Company only has one
operating segment.
When evaluating the Companys performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs
and interest and dividends earned on investments held in Trust Account which are included in the accompanying consolidated statements
of income.
The key measures of segment profit or loss reviewed
by the Companys CODM are earned on investments held in Trust Account and formation and operating costs. The CODM reviews earned
on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment
with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored
by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination
period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs
are aligned with all agreements and budget.
| | F-19 | | |
**NOTE 9
SUBSEQUENT EVENTS**
In accordance with ASC Topic 855, *Subsequent
Events*, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet
date, up through the date the Company issued the consolidated financial statements.
On March 19, 2026, the Company has
deposited in an amount of $150,000 into the Trust Account in order to extend the amount of available time to complete a
business combination until June 19, 2026.
| | F-20 | | |
**SIGNATURES**
Pursuant to the requirements
of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
YHN ACQUISITION I LIMITED | |
|
|
|
| |
|
|
By: |
/s/ Poon Man Ka, Christy | |
|
|
Name: |
Poon Man Ka, Christy | |
|
|
Title: |
Chief Executive Officer | |
|
|
Dated: March 31, 2026 | |
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Poon Man Ka, Christy, his or her attorney-in-fact, with
the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form10-K, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
|
Name |
|
Position |
|
Date | |
|
|
|
|
|
| |
|
/s/ Poon Man Ka, Christy |
|
Chief Executive Officer |
|
March 31, 2026 | |
|
Poon Man Ka, Christy |
|
(Principal executive officer), Director and Chairperson of the Board of Directors |
|
| |
|
|
|
|
|
| |
|
/s/ Yangyujia An |
|
Chief Financial Officer andDirector |
|
March 31, 2026 | |
|
Yangyujia An |
|
(Principal financial and accounting officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Zhengming Feng |
|
Independent Director |
|
March 31, 2026 | |
|
Zhengming Feng |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Donghui Xu |
|
Independent Director |
|
March 31, 2026 | |
|
Donghui Xu |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Min Zhang |
|
Independent Director |
|
March 31, 2026 | |
|
Min Zhang |
|
|
|
| |
| | 41 | | |