YHN Acquisition I Ltd. Signs Material Definitive Agreement

TL;DR

SPAC YHN Acquisition I Ltd. signed a material definitive agreement on Jan 15, 2025.

AI Summary

YHN Acquisition I Ltd. entered into a material definitive agreement on January 15, 2025. The company, incorporated in the British Virgin Islands, is classified under "BLANK CHECKS" with SIC code 6770. The filing details its ordinary shares and rights, with its fiscal year ending on December 31.

Why It Matters

This filing indicates a significant step for YHN Acquisition I Ltd., likely related to its business combination or acquisition plans as a SPAC.

Risk Assessment

Risk Level: medium — As a SPAC (blank check company), the risks are tied to its ability to complete an acquisition within its timeframe and the nature of that acquisition.

Key Numbers

• 001-42251 — Commission File Number (Identifies the company's SEC filing history.)
• 20250115 — Date of Report (Indicates the earliest event date reported in the filing.)

Key Players & Entities

• YHN Acquisition I Ltd (company) — Registrant
• January 15, 2025 (date) — Date of earliest event reported
• 6770 (number) — Standard Industrial Classification (SIC) code for Blank Checks
• 2/F, Hang Seng Building (address) — Business and Mailing Address

FAQ

Key Financial Figures

• $396 million — Holdco based on an equity valuation of $396 million. Holdco and XJR agreed to complete an i

Filing Documents

• ea0227888-8k_yhnacq1.htm (8-K) — 41KB
• ea022788801ex10-1_yhnacq1.htm (EX-10.1) — 33KB
• 0001213900-25-004031.txt ( ) — 305KB
• yhna-20250115.xsd (EX-101.SCH) — 4KB
• yhna-20250115_def.xml (EX-101.DEF) — 26KB
• yhna-20250115_lab.xml (EX-101.LAB) — 37KB
• yhna-20250115_pre.xml (EX-101.PRE) — 25KB
• ea0227888-8k_yhnacq1_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 15, 2025, YHN Acquisition I Limited (the "Company") entered into a legally binding letter of intent (the "Letter of Intent") with Mingde Technology Limited ("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 million. Holdco and XJR agreed to complete an internal corporate structure reorganization (the "Reorganization") no later than January 27, 2025, pursuant to which Holdco shall control and receive the economic benefits of XJR via a customary variable interest entity structure. Consummation of the Business Combination shall be subject to the execution of a mutually satisfactory definitive agreement by the parties (the "Definitive Agreement"). The parties have agreed to use their best efforts to enter into the Definitive Agreement within 30 days after the completion of the Reorganization. Pursuant to the Letter of Intent, the parties have entered into a 90-day period of exclusivity in order to negotiate the Business Combination wherein, among other things, the parties agreed not to solicit or initiate or enter into or continue discussions, negotiations or transactions concerning any transaction that would prohibit or impair the transactions contemplated by the Letter of Intent. The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by the full text of the letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," or "should," or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company's current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company's and XJR's industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company's current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking 1 Additional Information and Where to Find It If the Definitive Agreement is entered into in connection with the proposed Business Combination, the Company will prepare a proxy statement (the "Proxy

01. Financial

Item 9.01. Financial Exhibit No. Description 10.1 Letter of Intent dated January 15, 2025 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: January 16, 2025 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