YHN Acquisition I Ltd

DEF 14A 1 yhn_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

November 14, 2025

Dear Shareholders:

On behalf of the Board of Directors of YHN Acquisition I Limited (the “Company” or “we”), you are hereby invited to attend our Annual General Meeting of Shareholders (the “Annual Meeting”). We hope you can join us. The Annual Meeting will be held:

and virtually using the following dial-in information:

The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter, together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will be first mailed to our shareholders on or about November 17, 2025.

As discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to:

(i) A proposal to amend (the “Charter Amendment”) the Company’s current amended and restated memorandum and articles of association (the “Charter”) to provide the Company with the discretion to extend the date by which the Company has to consummate a business combination (the “Extension”) three (3) times for an additional three (3) months each time from December 19, 2025 (the “Current Termination Date”) to September 19, 2026 (the termination date as so fully extended, the “Extended Termination Date”) by adopting the fourth amended and restated memorandum and articles of association in their entirety in place of the Company’s existing memorandum and articles, a copy of which is attached in the proxy statement as Annex A;

(ii) A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of September 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”) to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) three (3) times for an additional three (3) months each time from December 19, 2025 to September 19, 2026 by depositing into the trust account an aggregate amount of $150,000 for each three-month extension (the “Extension Payment”);

(iii) To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “Adjournment Proposal”).

The Company’s IPO prospectus dated September 17, 2024 provides that the Company initially had until December 19, 2025 (15 months after the closing of the IPO) to complete its initial business combination. The purpose of the Charter Amendment and the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors has determined that it is in the best interests of our shareholders to allow the Company to extend the time to complete a business combination a total of three (3) times for an additional three (3) months each time beginning on December 19, 2025, and provide that the date for cessation of operations of the Company, if the Company has not completed a business combination, would similarly be extended to the Extended Termination Date.

The purpose of the Charter Amendment and the Trust Amendment is to allow for three (3) three-month extensions, each extension with a required Extension Payment of $150,000. Our insiders or their affiliates or designees will elect to exercise each extension on a quarterly and as-needed basis only.

We know that many of our shareholders will be unable to attend the Annual Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the shareholders at the Annual Meeting. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in YHN Acquisition I Limited. We look forward to seeing you at the Annual Meeting.

If you have any questions about the Proxy Statement, please contact us at YHN Acquisition I Limited, 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong.

Sincerely,

/s/ Poon Man Ka, Christy

Poon Man Ka, Christy

Chief Executive Officer