YHN Acquisition I Ltd
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
YHNA$11.12+0.1%Stored close · as of Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001683168-25-005534
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001683168-25-008359
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 41 previous paragraphs and 42 current paragraphs.
31 unchanged; 8 reworded; 2 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
For the nine months ended September 30, 2025, we had a net income of $1,041,201 which was comprised of formation and operating costs expenses, dividend income and interest income.
Current report
For the nine months ended September 30, 2024, we had a net loss of $17,788 which was comprised of formation and operating costs expenses, dividend income and interest income.
Removed paragraphs (2)
Previous report
For the six months ended June 30, 2025, we had a net income of $522,549 which was comprised of formation and operating costs expenses, dividend income and interest income.
Previous report
For the six months ended June 30, 2024, we had a net loss of $41,510 which was comprised of formation and operating costs expenses, dividend income and interest income.
Reworded paragraphs (8)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to YHN Acquisition I Limited. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to YHN Partners I Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to YHN Acquisition I Limited. References to our “management” or our “management team” refer to our officers and directors. References to the “Sponsor” refer to YHN Partners I Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
On April 3, 2025, we entered into that certain Business Combination Agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde”), pursuant to which, (a) immediately prior to the Closing, we will merge with and into YHNA MS I Limited (“Purchaser” or “PubCo”), our wholly-owned subsidiary, with Purchaser continuing as the surviving entity (the “Reincorporation Merger”), (b) at the Closing, the parties will effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “Merger Sub”), formed for the sole purpose of merging with and into Mingde (the “Acquisition Merger”) in which Mingde will be the surviving entity and a wholly owned subsidiary of Purchaser; and (c) following the Closing, Purchaser will be a publicly traded company listed on Nasdaq.
Current wording
On April 3, 2025, we entered into that certain Business Combination Agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde”), pursuant to which, (a) immediately prior to the Closing, we will merge with and into YHNA MS I Limited (“Purchaser”), our wholly-owned subsidiary, with Purchaser continuing as the surviving entity (the “Reincorporation Merger”), (b) at the Closing, the parties will effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “Merger Sub”), formed for the sole purpose of merging with and into Mingde (the “Acquisition Merger”) in which Mingde will be the surviving entity and a wholly owned subsidiary of Purchaser; and (c) following the Closing, Purchaser will be a publicly traded company listed on Nasdaq.
Previous wording
For the three months ended June 30, 2025, we had a net loss of $24,750 which was comprised of formation and operating costs expenses, dividend income and interest income.
Current wording
For the three months ended September 30, 2025, we had a net income of $518,652 which was comprised of formation and operating costs expenses, dividend income and interest income.
Previous wording
For the three months ended June 30, 2024 we had a net loss of $16,164 which was comprised of formation and operating costs expenses and other income.
Current wording
For the three months ended September 30, 2024 we had a net income of $23,722 which was comprised of formation and operating costs expenses, dividend income and interest income.
Previous wording
As of June 30, 2025, we had cash of $47,849. Until the consummation of the initial public offering, the only source of liquidity was an initial purchase of ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from our Sponsor.
Current wording
As of September 30, 2025, we had cash of $95,142. Until the consummation of the initial public offering, the only source of liquidity was an initial purchase of ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from our Sponsor.
Previous wording
Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business combination is not consummated by December 18, 2025. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Current wording
Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business combination is not consummated by December 18, 2025. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Previous wording
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC 480, “Distinguishing Liabilities from Equity”. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Accordingly, as of June 30, 2025 and December 31, 2024, 6,000,000 and 6,000,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets, respectively. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
Current wording
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC 480,“Distinguishing Liabilities from Equity”. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Accordingly, as of September 30, 2025 and December 31, 2024, 6,000,000 and 6,000,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets, respectively. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
Previous wording
The net income (loss) per share presented in the unaudited condensed consolidated statements of operations is based on the following:
Current wording
Net income (loss) per share is presented in the unaudited condensed consolidated statements of operations as follows:
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On November 7, 2025, the parties to the Amended and Restated Business Combination Agreement enter into Amendment No.1 to Amended and Restated Business Combination Agreement (the “Amendment No. 1”), which serves to adjust the Merger Consideration and the contingency basis of the Earnout Consideration from future revenue performance to post-closing share price performance of the Purchaser Ordinary Shares. As a result, the aggregate consideration for the Acquisition Merger is $280,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares. The Merger Consideration will be paid in the form of (1) 20,000,0000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which are comprised of (A) 19,000,000 PubCo Ordinary Shares as the Closing Payment Shares and (B) 1,000,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing and held back as security for the Mingde’s representations and warranties as further set forth in Article XI of the Business Combination Agreement as the Holdback Shares; and (2) an addition of up to 8,000,000 PubCo Ordinary Shares valued at $10.00 per share as contingent post-closing earnout consideration subject to the earnout mechanism.