YHN Acquisition I Ltd Files S-1/A Amendment

TL;DR

YHN Acquisition I Ltd filed an S-1/A on 7/12. Blank check company, BVI incorporated.

AI Summary

YHN Acquisition I Ltd filed an S-1/A amendment on July 12, 2024, for its registration statement. The company, incorporated in the British Virgin Islands, is classified under 'BLANK CHECKS' with SIC code 6770. Its business and mailing address 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 registration process, potentially signaling future public trading or a business combination.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), its success is contingent on finding and merging with a target company, which carries inherent risks.

Key Numbers

• 333-279308 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 6770 — SIC Code (Classifies the company as a 'BLANK CHECKS' entity.)

Key Players & Entities

• YHN Acquisition I Ltd (company) — Registrant
• July 12, 2024 (date) — Filing date
• 0001213900-24-060917 (filing_id) — Accession Number
• 333-279308 (registration_number) — SEC File Number
• 6770 (sic_code) — Standard Industrial Classification
• +852 54998101 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $60,000,000 — N, DATED JULY 12 , 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

• ea0202371-04.htm (S-1/A) — 3189KB
• ea020237104ex1-1_yhnacq1.htm (EX-1.1) — 217KB
• ea020237104ex4-1_yhnacq1.htm (EX-4.1) — 20KB
• ea020237104ex4-2_yhnacq1.htm (EX-4.2) — 19KB
• ea020237104ex4-3_yhnacq1.htm (EX-4.3) — 19KB
• ea020237104ex4-4_yhnacq1.htm (EX-4.4) — 69KB
• ea020237104ex5-1_yhnacq1.htm (EX-5.1) — 54KB
• ea020237104ex5-2_yhnacq1.htm (EX-5.2) — 13KB
• ea020237104ex10-1_yhnacq1.htm (EX-10.1) — 57KB
• ea020237104ex10-3_yhnacq1.htm (EX-10.3) — 42KB
• ea020237104ex10-4_yhnacq1.htm (EX-10.4) — 95KB
• ea020237104ex10-5_yhnacq1.htm (EX-10.5) — 27KB
• ea020237104ex10-6_yhnacq1.htm (EX-10.6) — 78KB
• ea020237104ex10-8_yhnacq1.htm (EX-10.8) — 15KB
• ea020237104ex14_yhnacq1.htm (EX-14) — 47KB
• ea020237104ex23-1_yhnacq1.htm (EX-23.1) — 2KB
• ea020237104ex99-1_yhnacq1.htm (EX-99.1) — 37KB
• ea020237104ex99-2_yhnacq1.htm (EX-99.2) — 14KB
• ea020237104ex99-3_yhnacq1.htm (EX-99.3) — 18KB
• tad3pyus_logo.jpg (GRAPHIC) — 46KB
• tad3pyus_sig.jpg (GRAPHIC) — 48KB
• ex5-2_001.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 9KB
• ex23-1_002.jpg (GRAPHIC) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-060917.txt ( ) — 4199KB

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   34 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   120 PRINCIPAL SHAREHOLDERS   128 CERTAIN TRANSACTIONS   131

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES   134 SHARES ELIGIBLE FOR FUTURE SALE   144 TAXATION   146

UNDERWRITING

UNDERWRITING   156 LEGAL MATTERS   162 EXPERTS   162 WHERE YOU CAN FIND ADDITIONAL INFORMATION   162 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