YHN Acquisition I Ltd
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the fiscal year ended December 31, 2025
or
☐** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the transition period from ______________ to ______________
Commission file number 001-42251
**YHN Acquisition I Limited **
(Exact Name of Registrant as Specified in Its Charter)
| British Virgin Islands | N/A 00-0000000 |
|---|---|
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. |
| 2/F, Hang Seng Building 200 Hennessy Road, Wanchai Hong Kong | N/A 00000 |
|---|---|
| Address of Principal Executive Offices | Zip Code |
Registrant’s telephone number, including area code:+852 5499 8101
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share | YHNAU | The Nasdaq Stock Market LLC |
| Ordinary Share | YHNA | The Nasdaq Stock Market LLC |
| Rights | YHNAR | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12g of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐; No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐; No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐;
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐;
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒ No☐
The aggregate market value of the registrant’s ordinary shares outstanding at June 30, 2025, other than ordinary shares held by persons who may be deemed affiliates of the registrant, was $62,700,000.
As of March 9, 2026, there were 4,285,821 ordinary shares of the Registrant, no par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
DEFINED TERMS
Unless otherwise stated in this annual report on Form 10-K for the year ended December 31, 2025 (this “Form 10-K”), references to:
| ● | “BVI” refers to the British Virgin Islands; |
| ● | “Companies Act” and the “Insolvency Act” refer 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; |
| ● | “fourth amended and restated memorandum and articles of association” refers to our Fourth Amended and Restated Memorandum and Articles of Association, adopted by the Company; |
| ● | “initial shareholders” refers to all of our shareholders immediately prior to our IPO, including all of our officers and directors to the extent they hold such shares; |
| ● | “insider shares” refers to the 1,500,000 ordinary shares held by our initial shareholders; |
| ● | “IPO” refers to our initial public offering of 6,000,000 units that was consummated on September 19, 2024; |
| ● | “letter agreements” refer to the agreements executed among us, the underwriters, our officers, directors and other initial shareholders on September 17, 2024; |
| ● | “PRC” or “China” refers to the People’s Republic of China. |
| ● | “private rights” refers to the rights included in the private units; |
| ● | “private units” refers to the units issued in a private placement simultaneously with the closing of the IPO; |
| ● | “public shareholders” means the holders of the public shares, whether they are purchased in the public offering or in the aftermarket, including any of our initial shareholders to the extent that they purchase such public shares (except that our initial shareholders will not have conversion or tender rights with respect to any public shares they own); |
| ● | “public shares” refers to ordinary shares which are being sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market); |
| ● | “rights” or “public rights” refer to the rights which are being sold as part of the units in the IPO; |
| ● | “sponsor” refers to YHN Partners I Limited; |
| ● | “US Dollars” and “$” refer to the legal currency of the United States; and |
| ● | “YHN,” “we,” “us” or “our company” refers to YHN Acquisition I Limited. |
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