YHN Acquisition I Ltd Files S-1/A Amendment

TL;DR

SPAC YHN Acquisition I Ltd filed an S-1/A, looks like they're still trying to find a target.

AI Summary

YHN Acquisition I Ltd filed an S-1/A amendment on June 20, 2024, for its registration statement (No. 333-279308). The company, incorporated in the British Virgin Islands, is a blank check company with a primary SIC code of 6770. Its principal executive offices are located at 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong.

Why It Matters

This filing indicates YHN Acquisition I Ltd is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination.

Risk Assessment

Risk Level: medium — As a blank check company, YHN Acquisition I Ltd has no operating history or revenue, and its success depends entirely on identifying and completing a business combination.

Key Numbers

• 333-279308 — SEC File Number (Identifies the specific registration statement filed with the SEC.)
• 6770 — SIC Code (Indicates the company operates as a 'Blank Checks' entity, typical for SPACs.)

Key Players & Entities

• YHN Acquisition I Ltd (company) — Registrant
• 0001213900-24-054218 (filing_id) — Accession Number
• 333-279308 (registration_number) — SEC File Number
• 20240620 (date) — Filing Date
• 6770 (sic_code) — Blank Checks SIC Code
• +852 54998101 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $60,000,000 — , DATED JUNE  20 , 2024 $60,000,000 YHN ACQUISITION I LIMITED 6,
• $10.00 — 6,000,000 units at an offering price of $10.00. Each unit that we are offering consist
• $2,500,000 — vate unit for a total purchase price of $2,500,000 (or $2,644,000, if the underwriters&#x2
• $2,644,000 — total purchase price of $2,500,000 (or $2,644,000, if the underwriters’ over -allo
• $0.25 — x00a0;    Includes $0.25 per unit, or up to $1,500,000 (or up to
• $1,500,000 — 00a0; Includes $0.25 per unit, or up to $1,500,000 (or up to $1,725,000 if the underwriter
• $1,725,000 — per unit, or up to $1,500,000 (or up to $1,725,000 if the underwriters’ over -allot
• $500,000 — nation (subject to a minimum payment of $500,000), payable in cash to the underwriters a
• $0.16 — as described herein. The commissions of $0.16 per unit will be paid in cash to the un
• $69,000,000 — bed in this prospectus, $60,000,000, or $69,000,000 if the underwriters’ over -allot

Filing Documents

• ea0202371-02.htm (S-1/A) — 3199KB
• ea020237102ex3-2_yhnacq1.htm (EX-3.2) — 259KB
• ea020237102ex10-2_yhnacq1.htm (EX-10.2) — 106KB
• ea020237102ex10-9_yhnacq1.htm (EX-10.9) — 18KB
• ea020237102ex23-1_yhnacq1.htm (EX-23.1) — 2KB
• tad3pyus_logo.jpg (GRAPHIC) — 46KB
• tad3pyus_sig.jpg (GRAPHIC) — 48KB
• ex23-1_001.jpg (GRAPHIC) — 9KB
• ex23-1_002.jpg (GRAPHIC) — 10KB
• 0001213900-24-054218.txt ( ) — 3742KB

Underwriting

Underwriting Discounts and Commissions (1)   Proceeds, Before Expenses, to us Per Unit   $ 10.00   $ 0.41   $ 9.59 Total   $ 60,000,000   $ 2,460,000   $ 57,540,000 ____________ (1)        Includes $0.25 per unit, or up to $1,500,000 (or up to $1,725,000 if the underwriters’ over -allotment option is exercised in full) in the aggregate, which payment shall be reduced by $0.25 per share redeemed in connection with our initial business combination (subject to a minimum payment of $500,000), payable in cash to the underwriters and/or advisors (which are FINRA members) for deferred underwriting fees and commissions that will be placed in a trust account located in the United States as described herein. The commissions of $0.16 per unit will be paid in cash to the underwriters upon the closing of this offering. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $60,000,000, or $69,000,000 if the underwriters’ over -allotment option is exercised in full ($10.00 per unit or 100.0% of the gross proceeds of the offering in either case), will be deposited into a United States -based account at Morgan Stanley maintained by Continental Stock Transfer & Trust Company acting as trustee. Such amount includes up to $1,500,000 (or up to $1,725,000 if the underwriters’ over -allotment option is exercised in full), which payment shall be reduced by $0.25 per share redeemed in connection with our initial business combination (subject to a minimum payment of $500,000), as deferred underwriting fees and commissions only on the

RISK FACTORS

RISK FACTORS   33 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   84 ENFORCEABILITY OF CIVIL LIABILITIES   85

USE OF PROCEEDS

USE OF PROCEEDS   90 DIVIDEND POLICY   94

DILUTION

DILUTION   95 CAPITALIZATION   97 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   98 PROPOSED BUSINESS   103 MANAGEMENT   119 PRINCIPAL SHAREHOLDERS   127 CERTAIN TRANSACTIONS   130

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES   133 SHARES ELIGIBLE FOR FUTURE SALE   143 TAXATION   145

UNDERWRITING

UNDERWRITING   155 LEGAL MATTERS   161 EXPERTS   161 WHERE YOU CAN FIND ADDITIONAL INFORMATION   161 INDEX TO FINANCIAL STATEMENTS   F-1 i Table of Contents PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to: •          “we,” “us” or “our company” refers to YHN Acquisition I Limited; •          “second amended and restated memorandum and articles of association” are to our Second Amended and Restated Memorandum and Articles of Association, to be adopted by the Company with effect on or prior to the effectiveness of this registration statement; •          “BVI” are to the British Virgin Islands; •          “Companies Act” and the “Insolvency Act” are 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; •          “initial shareholders” refers to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; •          “insider shares” refers to the 1,725,000 ordinary shares held by our initial shareh

View Full Filing

View this S-1/A filing on SEC EDGAR