YHN Acquisition I Ltd. Files 8-K: Material Agreement & Equity Sales

TL;DR

YHN Acquisition I Ltd. filed an 8-K detailing a material agreement and equity sales.

AI Summary

YHN Acquisition I Ltd. entered into a material definitive agreement on September 17, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by YHN Acquisition I Ltd., including a material definitive agreement and equity transactions, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• YHN Acquisition I Ltd (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $60,000,000 — per Unit, generating gross proceeds of $60,000,000. The underwriters were granted a 45-day
• $60,300,000 — As of September 19, 2024, a total of $60,300,000 of the net proceeds from the IPO and th
• $2,500,000 — vate Unit, generating total proceeds of $2,500,000. The Private Units are identical to th

Filing Documents

• ea0215071-8k_yhnacq1.htm (8-K) — 63KB
• ea021507101ex1-1_yhnacq1.htm (EX-1.1) — 233KB
• ea021507101ex3-1_yhnacq1.htm (EX-3.1) — 267KB
• ea021507101ex4-2_yhnacq1.htm (EX-4.2) — 91KB
• ea021507101ex10-1_yhnacq1.htm (EX-10.1) — 47KB
• ea021507101ex10-2_yhnacq1.htm (EX-10.2) — 47KB
• ea021507101ex10-3_yhnacq1.htm (EX-10.3) — 103KB
• ea021507101ex10-4_yhnacq1.htm (EX-10.4) — 45KB
• ea021507101ex10-5_yhnacq1.htm (EX-10.5) — 98KB
• ea021507101ex10-6_yhnacq1.htm (EX-10.6) — 26KB
• ea021507101ex10-7_yhnacq1.htm (EX-10.7) — 390KB
• ea021507101ex99-1_yhnacq1.htm (EX-99.1) — 6KB
• ea021507101ex99-2_yhnacq1.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-080297.txt ( ) — 1960KB
• yhnau-20240917.xsd (EX-101.SCH) — 4KB
• yhnau-20240917_def.xml (EX-101.DEF) — 27KB
• yhnau-20240917_lab.xml (EX-101.LAB) — 37KB
• yhnau-20240917_pre.xml (EX-101.PRE) — 25KB
• ea0215071-8k_yhnacq1_htm.xml (XML) — 7KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On Se ptember 17, 2024, the Post-Effective Amendment No. 2 to Registration Statement (File No. 333-279308) (the "Registration Statement") relating to the initial public offering ("IPO") of YHN Acquisition I Limited (the "Company") was declared effective by the Securities and Exchange Commission. In connection therewith, on September 17, 2024, the Company entered into the following agreements previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated September 17, 2024, by and between the Company and Lucid Capital Markets, LLC, as representative of the underwriters; A Rights Agreement, dated September 17, 2024 by and between the Company and Continental Stock Transfer & Trust Company; A Letter Agreement, dated September 17, 2024, by and between the Company and each of the officers and directors of the Company; A Letter Agreement, dated September 17, 2024, by and between the Company and YHN Partners I Limited (the "Sponsor"); An Investment Management Trust Agreement, dated September 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company; A 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; A Registration Rights Agreement, dated September 17, 2024, by and among the Company and the initial shareholders of the Company; A Subscription Agreement, dated September 17, 2024, in relation to private units by and between the Company and the Sponsor; and Indemnification Agreements, dated September 17, 2024, by and among the Company and each of the officers and directors of the Company. 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 ini

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. 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 (as defined above) sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration in limited circumstances, as described in the Registration Statement) until 180 days after the completion of the Company's initial business combination. 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.

03. Amendments

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On September 16, 2024, in connection with the IPO, the Company filed its Third Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands. The terms of the Third Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company's Third Amended and Restated Memorandum and Articles of Association are attached as Exhibits 3.1 hereto and are incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On September 17, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On September 19, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial

Item 9.01. Financial Exhibit No. Description 1.1 Underwriting Agreement, dated September 17, 2024, by and between the Registrant and Lucid Capital Markets, LLC 3.1 Third Amended and Restated Memorandum and Articles of Association 4.2 Rights Agreement, dated September 17, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant 10.1 Letter Agreement, dated September 17, 2024, among the Registrant and the Registrant's Officers and Directors 10.2 Letter Agreement, dated September 17, 2024, by and between the Registrant and the Sponsor 10.3 Investment Management Trust Agreement, dated September 17, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant 10.4 Stock Escrow Agreement, dated September 17, 2024, among the Registrant, Continental Stock Transfer & Trust Company and the Initial Shareholders 10.5 Registration Rights Agreement, dated September 17, 2024, by and among the Registrant and the Initial Shareholders 10.6 Subscription Agreement, dated September 17, 2024, in relation to private units by and between the Registrant and the Sponsor 10.7 Indemnification Agreements, dated September 17, 2024, by and among the Registrant and each of the Registrant's officers and directors 99.1 Press Release Dated September 17, 2024 99.2 Press Release Dated September 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 19, 2024 YHN ACQUISITION I LIMITED By: /s/ Satoshi Tominaga Name: Satoshi Tominaga Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR