YHN Acquisition I Extends SPAC Deadline, Eyes $280M Mingde Tech Deal

TL;DR

**YHNA is betting big on Mingde Technology with a $280M deal, but the clock is ticking on their extended deadline and a crucial PIPE investment.**

AI Summary

YHN Acquisition I Ltd (YHNA) reported no revenue or net income for the fiscal year ended December 31, 2025, as it operates as a blank check company. The company's primary business change was entering into a Business Combination Agreement with Mingde Technology Limited on April 3, 2025, which was subsequently amended on June 3, 2025, November 7, 2025, and December 15, 2025. This agreement outlines a two-step merger, with an aggregate consideration of $200,000,000 in PubCo Ordinary Shares and up to $80,000,000 in Earnout Consideration Shares, contingent on PubCo's share price reaching $15.00, $20.00, and $25.00. YHNA also extended its deadline to consummate a business combination from December 19, 2025, to September 19, 2026, by depositing $150,000 for each three-month extension into its Trust Account. The company is actively seeking a PIPE Investment of over $10,000,000 at a price per share not less than $9.00 to support the transaction.

Why It Matters

This 10-K reveals YHN Acquisition I's critical path forward: a proposed $280 million business combination with Mingde Technology Limited. For investors, the success of this de-SPAC transaction, including the potential for up to $80 million in earnout shares, hinges on Mingde's future performance and YHNA's ability to secure a PIPE investment exceeding $10 million. The extension of the business combination deadline to September 19, 2026, provides more time but also signals potential challenges in closing the deal, especially given the competitive landscape for SPACs and the inherent risks of doing business in the PRC/Hong Kong market, which may deter non-PRC target companies.

Risk Assessment

Risk Level: high — The risk level is high due to the inherent uncertainties of a SPAC completing a business combination, especially with a target in the PRC/Hong Kong region. The filing explicitly states, "Given the risks relating to doing business in Hong Kong and/or the PRC, we may be a less attractive partner to non-PRC or non-Hong Kong based target companies." Furthermore, the deal includes up to $80,000,000 in Earnout Consideration Shares, contingent on PubCo's share price reaching $15.00, $20.00, and $25.00, introducing significant performance-based risk.

Analyst Insight

Investors should closely monitor the progress of the Business Combination with Mingde Technology Limited, particularly the securing of the PIPE Investment exceeding $10,000,000. Evaluate Mingde's business fundamentals and the feasibility of achieving the earnout milestones, as these will significantly impact the total consideration and future share value. Consider the geopolitical and regulatory risks associated with a PRC/Hong Kong-based target.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $200,000,000 — Aggregate consideration for Acquisition Merger (Initial payment in PubCo Ordinary Shares)
• $80,000,000 — Maximum Earnout Consideration Shares value (Contingent consideration based on share price milestones)
• 20,000,000 — Newly issued PubCo Ordinary Shares (Total shares for initial merger consideration)
• $10.00 — Valuation per PubCo Ordinary Share (Used to calculate initial merger consideration)
• $15.00 — First Earnout Milestone share price (Trigger for 3,000,000 Earnout Consideration Shares)
• $20.00 — Second Earnout Milestone share price (Trigger for 3,000,000 Earnout Consideration Shares)
• $25.00 — Third Earnout Milestone share price (Trigger for 2,000,000 Earnout Consideration Shares)
• September 19, 2026 — Extended deadline for business combination (Original deadline was December 19, 2025)
• $150,000 — Cost per three-month extension (Deposited into Trust Account for deadline extensions)
• $10,000,000 — Minimum PIPE Investment target (Required private placement to support the Business Combination)

Key Players & Entities

• YHN Acquisition I Limited (company) — Registrant and SPAC
• Mingde Technology Limited (company) — Target business for acquisition
• Ms. Christy Poon (person) — Chief Executive Officer of YHN Acquisition I Limited
• Ms. Yangyujia An (person) — Chief Financial Officer of YHN Acquisition I Limited
• Mr. Zhengming Feng (person) — Chairman and independent director of YHN Acquisition I Limited
• Mr. Donghui Xu (person) — Independent director of YHN Acquisition I Limited
• Ms. Min Zhang (person) — Independent director of YHN Acquisition I Limited
• YHN Partners I Limited (company) — Sponsor of YHN Acquisition I Limited
• The Nasdaq Stock Market LLC (regulator) — Exchange where YHNA shares are listed
• Continental Stock Transfer & Trust Company (company) — Trustee for YHN Acquisition I Limited's Trust Account

FAQ

Risk Factors

• Dependence on Target Business Success [high — operational]: YHNA's success is heavily reliant on the successful completion of its business combination with Mingde Technology Limited and the subsequent performance of Mingde. Any failure to complete the merger or underperformance by Mingde post-combination could significantly impact YHNA's value and prospects.
• Regulatory Scrutiny in PRC/Hong Kong [medium — regulatory]: YHNA's ties to mainland China and Hong Kong may subject it to increased regulatory scrutiny and potential compliance challenges. This could also make it a less attractive partner for non-PRC or non-Hong Kong based target companies, limiting acquisition opportunities.
• Reliance on PIPE Financing [high — financial]: The business combination is contingent on securing a Private Investment in Public Equity (PIPE) of over $10,000,000. Failure to secure this financing at the required terms (not less than $9.00 per share) could jeopardize the transaction.
• Trust Account Depletion for Extensions [medium — financial]: YHNA has extended its business combination deadline by depositing $150,000 for each three-month extension. Continued extensions will deplete the Trust Account, potentially impacting the funds available for the business combination or future operations.
• Earnout Contingency Risk [medium — market]: A significant portion of the potential consideration for Mingde is in the form of earnout shares, contingent on PubCo's share price reaching $15.00, $20.00, and $25.00. Failure to meet these price targets means this portion of the consideration will not be paid, impacting the total value of the deal.

Industry Context

YHNA operates within the Special Purpose Acquisition Company (SPAC) sector, a market characterized by entities formed to acquire private companies and take them public. The SPAC market has seen significant activity but also faces increasing regulatory scrutiny and investor caution regarding deal structures and target valuations. Competition among SPACs for attractive target businesses is intense, and the success of any SPAC is heavily dependent on its ability to identify and execute a favorable business combination.

Regulatory Implications

YHNA's ties to Hong Kong and mainland China may expose it to specific regulatory environments and compliance requirements in those jurisdictions, potentially impacting its attractiveness to certain targets and investors. The overall SPAC market is also under increased regulatory oversight, which could affect transaction timelines, disclosure requirements, and investor protections.

What Investors Should Do

1. Monitor PIPE Financing Status
2. Evaluate Mingde Technology's Business Prospects
3. Assess Earnout Milestone Feasibility
4. Track Business Combination Deadline

Key Dates

• 2025-04-03: Business Combination Agreement signed with Mingde Technology Limited — Initiated the process for YHNA's business combination, defining the terms of the merger.
• 2025-06-03: Business Combination Agreement amended — Indicates ongoing negotiations and adjustments to the terms of the proposed merger.
• 2025-11-07: Business Combination Agreement further amended — Further modifications to the merger agreement, highlighting complexity and potential changes in deal structure or terms.
• 2025-12-15: Business Combination Agreement further amended — Continued adjustments to the merger agreement, underscoring the dynamic nature of the transaction.
• 2025-12-19: Original deadline to consummate business combination — This date passed, necessitating extensions and demonstrating the time-sensitive nature of SPAC mergers.
• 2026-09-19: Extended deadline to consummate business combination — Provides additional time for YHNA to complete its merger with Mingde, crucial for the transaction's viability.

Glossary

Blank Check Company

A shell corporation that is established to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (YHNA's operational status; it has no commercial operations and exists solely to find and merge with a target business.)

Business Combination

The merger, share exchange, asset acquisition, or similar transaction that a SPAC undertakes to combine with a target business. (The core objective of YHNA; specifically, its proposed merger with Mingde Technology Limited.)

PubCo

The 'public company' that results from the business combination, typically the surviving entity after the SPAC merges with the target business. (The entity that shareholders will own shares in post-merger, formed through the Reincorporation Merger and Acquisition Merger with Mingde.)

Earnout Consideration Shares

Additional shares issued to the sellers of a target company if certain performance milestones are met after the acquisition. (A component of the consideration for Mingde, contingent on PubCo's share price performance, representing potential future value.)

PIPE Investment

Private Investment in Public Equity; a transaction where investors purchase securities directly from a publicly traded company, often to fund a specific event like a merger. (A critical financing component for YHNA's business combination, required to close the deal with Mingde.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically used to fund the business combination or returned to shareholders if no combination is consummated. (Holds the funds for YHNA's operations and business combination; used to finance deadline extensions.)

Year-Over-Year Comparison

As YHN Acquisition I Ltd is a newly incorporated blank check company, this 10-K filing represents its initial comprehensive disclosure. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, margins, and debt are not applicable. The primary focus is on the company's formation, its business combination agreement with Mingde Technology Limited, and the associated financial considerations and deadlines, rather than operational performance.

Key Financial Figures

• $200,000,000 — Merger (the "Merger Consideration") is $200,000,000 plus up to $80,000,000 worth of Earnout
• $80,000,000 — sideration") is $200,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares (
• $0.001 — ly issued ordinary shares, par value of $0.001 each, of PubCo ("PubCo Ordinary Shares"
• $10.00 — bCo ("PubCo Ordinary Shares") valued at $10.00 per share, which is comprised of (A) 19
• $15.00 — are then listed), reaching or exceeding $15.00 per share for 60 consecutive trading da
• $20.00 — are then listed), reaching or exceeding $20.00 per share for 60 consecutive trading da
• $25.00 — are then listed), reaching or exceeding $25.00 per share for 60 consecutive trading da
• $150,000 — he trust account an aggregate amount of $150,000 for each three-month extension. The Com
• $10,000,000 — e amount to exceed Ten Million Dollars ($10,000,000) at a price per share not less than $9.
• $9 — 000) at a price per share not less than $9.00, in each case on terms mutually agre

Filing Documents

• yhn_i10k-123125.htm (10-K) — 816KB
• yhn_ex0405.htm (EX-4.5) — 18KB
• yhn_ex3101.htm (EX-31.1) — 12KB
• yhn_ex3102.htm (EX-31.2) — 12KB
• yhn_ex3201.htm (EX-32.1) — 4KB
• yhn_ex3202.htm (EX-32.2) — 4KB
• adeptus.jpg (GRAPHIC) — 5KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001683168-26-002441.txt ( ) — 3670KB
• yhna-20251231.xsd (EX-101.SCH) — 26KB
• yhna-20251231_cal.xml (EX-101.CAL) — 28KB
• yhna-20251231_def.xml (EX-101.DEF) — 120KB
• yhna-20251231_lab.xml (EX-101.LAB) — 246KB
• yhna-20251231_pre.xml (EX-101.PRE) — 211KB
• yhn_i10k-123125_htm.xml (XML) — 384KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 16 ITEM 1B. UNRESOLVED STAFF COMMENTS 16 ITEM 1C. CYBERSECURITY 16 ITEM 2.

PROPERTIES

PROPERTIES 16 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 17 ITEM 4. MINE SAFETY DISCLOSURES 17 PART II 18 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 18 ITEM 6. [RESERVED ] 19 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 19 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 23 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 23 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 23 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 23 ITEM 9B. OTHER INFORMATION 24 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 24 PART III 25 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 33 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 34 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 35 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 37 PART IV 38 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 38 ITEM 16. FORM 10-K SUMMARY 40

SIGNATURES

SIGNATURES 41 ii CAUTIONARY NOTE REGARDING

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS The but are not limited to, statements regarding our or our Management's 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: our ability to complete our Business Combination; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Business Combination; 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; our potential ability to obtain additional financing to complete a Business Combination; our pool of prospective target businesses; the ability of our officers and directors to generate a number of potential investment opportunities; potential changes in control of us if we acquire one or more target businesses for stock; our public securities' potential liquidity and trading; our expectations regarding the time during which we will be an "emerging growth company" under the JOBS Act; our use of proceeds not held in the trust account; or our financial performance, including followin

BUSINESS

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-PRC or non-Hong Kong 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

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