YHN Acquisition I Ltd 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Controls over Financial Reporting This Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during our fiscal year ended December 31, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 21 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE As of the date of this Form 10-K, our directors and executive officers are as follows: Name Age Position Satoshi Tominaga 46 Chief Executive Officer and Director Yangyujia An 29 Chief Financial Officer and Director Zhengming Feng 81 Independent Director and Chairperson of the Board of Directors Donghui Xu 44 Independent Director Min Zhang 28 Independent Director Below is a summary of the business experience of each our executive officers and directors: Satoshi Tominaga. Mr. Tominaga has been serving as our chief executive officer since March 2024. He has over two decades of extensive experience in investment and private equity specializing in the technology, media, and telecommunications (TMT) sector. Mr. Tominaga has been a managing partner at Norwich Capital Limited since October 2020. Prior to this, he was a managing partner at DeTiger Equity Fund in Asia from May 2016 to June 2020. As a managing partner of DeTiger Equity Fund, he has investment experience in blockchain technology projects, including DeFi, exchanges, payments, lending, crypto trading, healthcare, data science, supply chain, internet of things (IoT), artificial intelligence (AI), machine learning, big data analysis, and other fintech related projects. From November 2017 to December 2020, Mr. Tominaga served as an independent director to Tottenham Acquisition I Limited (Nasdaq: TOTA), a SPAC which successfully completed a merger with Clene Nanomedicine Inc., and subsequently, operated under the name Clene Inc. (Nasdaq: CLNN), a clinical-stage biopharmaceutical company specializing in therapeutics for neurodegenerative diseases in December 2020. As of June 17, 2024, the reported closing sale price of Clene Inc. on The Nasdaq Capital Market was $0.37 per share. From November 2014 to February 2016, Mr. Tominaga served as managing director who was responsible as the investment head of Japan at Fosun International Limited, one of the largest privately owned conglomerates holding companies in China. From October 2010 to September 2014, Mr. Tominaga served as executive director in Hong Kong for SBI Holdings Inc., an internet-based financial conglomerate spun off from tech giant Softbank. Before SBI Holdings Inc., Mr. Tominaga was assistant vice president at Daiwa Capital Markets Hong Kong Limited, an investment banking company under Daiwa Securities Group, from September 2008 to September 2010. Mr. Tominaga joined Daiwa Securities Group in Japan to serve as a sales trader from January 2008 to September 2008. Prior to that, Mr. Tominaga served as a private equity analyst at Calyon Capital Market Asia in Japan, from January 2007 to December 2007. Mr. Tominaga started his career as an analyst, eventually becoming a project leader at NTT DoCoMo Inc., the largest telecommunications company in Japan, from October 2003 to December 2006. Mr. Tominaga earned his Bachelor of Science degree in Electrical Engineering from the University of California in 2003 and a joint master’s degree in Global Finance from New York University and Hong Kong University of Science and Technology in 2013. We believe that Mr. Tominaga is qualified to serve on our board of directors based on his extensive experience in investment and private equity specializing in the TMT sector as well as his experience in completion of a successful de-SPAC. Yangyujia An. Ms. An has been serving as our chief financial officer since March 2024. She has a wealth of experience in SPAC transactions, from IPOs to closings of initial business combination. Since 2020, she has been the vice-chairperson of Norwich Capital Limited, a boutique firm that focuses on SPACs and provides services including sponsoring and listing support of SPACs. Prior to that, she also worked as an investment manager at Norwich Investment Limited from 2018 to 2020. Ms. An received her bachelor’s degree in Information Systems and Finance from the Hong Kong University of Science and Technology in 2017. We believe that Ms. An is qualified to serve on our board of directors based on her strong operational and prior SPAC experience. 22 Zhengming Feng. Mr. Feng has been serving as our chairman and independent director since March 2024. He has an extensive background in equity investment spanning over twenty years, as well as experience in various industries ranging from aviation to energy to technology. Mr Feng currently serves as chairman at investment firms Yonghe Capital Group and Yongmei Lianhe (Shanghai) Investment Management Co., Ltd., each of which he joined in July 2021. Previously, from December 2009 to June 2021, Mr. Feng was Managing Director of SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and RMB funds investing in high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing. SBCVC has successfully invested in various notable companies such as Alibaba, Taobao, Focus Media, Global Data Solutions (Nasdaq:GDS), BGI Genomics, Ankon Technologies, Dian Diagnostics, and Edan Instruments, among others. Mr. Feng was chief executive officer of China Environment Ltd., an environmental protection technology company listed in Singapore, from November 2008 to November 2009. He was also the executive director, executive deputy general manager and general manager at Tsinghua Tongfang Environment Co., Ltd., a Chinese state-owned software company, from September 2004 to October 2008, as well as the General Manager of Tongfang (Shanghai) Co., Ltd. From March 1999 to August 2004, Mr. Feng was the deputy general manager and chief economist of China Machinery Energy Group, where he helped orchestrate the cooperation between the Chinese and German governments in the production of key equipment for gas engines. Within the same period, from April 1999 to May 2004, Mr. Feng also served as an energy adviser to China’s State Bureau of Metallurgical Industry, and from June 1999 to July 2004, served as vice chairman and chief economist of AECC Aero-Engine Control Co., Ltd.. Prior to this, from January 1969 to February 1999, Mr. Feng served various roles including party committee member, manager, and deputy factory director at Hangzhou Boiler Group Co., Ltd, a company committed to the R&D, manufacturing, and sales of industrial boilers, pressure vessels and other products. Mr. Feng received his bachelor’s degree in Sports Psychology from Hangzhou University (now Zhejiang University) in May 1963. He went on to complete a certification course in Economic Management Studies from Shanghai University of Finance and Economics in 1990, and also became a visiting scholar for Economic Management, International Finance and International Trade at the University of Southern California from August 1992 to June 1993. We believe that Mr. Feng is qualified to serve on our board of directors based on his multiple decades of experience and networks in major companies over a wide range of industries. Donghui Xu. Mr. Xu has been serving as our independent director since March 2024. Since December 2014, Mr. Xu has been the legal representative and managing director for investment firm Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. He also serves as a director and deputy general manager of Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd, which he joined in December 2022, and as a director and shareholder of venture capital firm JingWei Capital Holding Group Co., Ltd. since June 2023. From September 2013 to November 2014, Mr. Xu was general manager at Beijing Mainstaysource Technology Development Co., Ltd. He served Beijing Billion Power Health Technology Co., Ltd. as deputy general manager from July 2010 to June 2013. Mr. Xu began his career as a project manager at Beijing Delta Consulting Co., Ltd. from October 2007 to May 2010. Mr. Xu received his Bachelor of Science in Business Administration and Economics from Stockholm University in August 2004. He also went on to earn a Master of Accounting and Finance from Umeå University and a Master of Business Administration from Lund University in February 2007. We believe that Mr. Xu is qualified to serve on our board of directors based on his leadership experience across several prominent companies, coupled with his strong foundation in both the operational and financial aspects of business management. Min Zhang. Ms. Zhang has been serving as our independent director since March 2024. She has a comprehensive background in traditional IPOs, reverse M&A and SPAC listings in the U.S., having been a key player in the operational and administrative processes of several SPAC listings and reverse merger transactions. She currently serves as a consultant at Norwich Capital Limited, a boutique firm focused on SPAC sponsoring, SPAC listing support services, and M&A and IPO support services, which she joined in April 2020 as her first employment. Ms. Zhang received a bachelor’s degree in accounting and a bachelor’s degree in banking and finance from Monash University in April 2020. We believe that Ms. Zhang is qualified to serve on our board of directors based on her operational and prior experience with SPACs. Involvement in Certain Legal Proceedings During the past ten years, none of the Company’s executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. During the past ten years except as discussed below (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, directors or nominees, (ii) no receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our executive officers, directors or nominees, and (iii) none of our executive officers, directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. As of the date of this Form 10-K, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or any of our executive officers or directors in their corporate capacity. 23 Number and Terms of Office of Officers and Directors We have five directors. Each member of our board of directors will be elected at our annual meetings. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our Charter. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our IPO. Our board of directors has determined that Mr. Zhengming Feng, Mr. Donghui Xu, and Ms. Min Zhang are “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our independent directors will have meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a corporate governance and nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. We have established an audit committee of the board of directors, which consists of Mr. Zhengming Feng, Mr. Donghui Xu, and Ms. Min Zhang, each of whom is an independent director under Nasdaq’s listing standards. Ms. Min Zhang is the Chairperson of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; 24 ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Financial Experts on Audit Committee The audit committee will at all times be composed exclusively of independent directors who are “financially literate” as defined under Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Ms. Min Zhang is qualified as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Corporate Governance and Nominating Committee We have established a corporate governance and nominating committee of the board of directors, which consists of Mr. Zhengming Feng, Mr. Donghui Xu, and Ms. Min Zhang, each of whom is an independent director under Nasdaq’s listing standards. Mr. Zhengming Feng is the Chairperson of the corporate governance and nominating committee. The corporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The corporate governance and nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated: ● should have demonstrated notable or significant achievements in business, education or public service; ● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The corporate governance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our memorandum and articles of association. The corporate governance and nominating committee does not distinguish among nominees recommended by shareholders and other persons. 25 Compensation Committee We have established a compensation committee of the board of directors, which consists of Mr. Zhengming Feng, Mr. Donghui Xu, and Ms. Min Zhang, each of whom is an independent director under Nasdaq’s listing standards. Mr. Donghui Xu is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● reviewing and approving the compensation disclosure and analysis prepared by Company management to be included in our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. Code of Conduct and Ethics We have adopted a code of conduct and ethics that applies to all of our executive officers, directors and employees. The code of conduct and ethics codifies the business and ethical principles that govern all aspects of our business. Conflicts of Interest Potential investors should be aware of the following potential conflicts of interest: ● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. ● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. ● The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. Furthermore, our initial shareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares. 26 Under British Virgin Islands law, directors owe the company the following fiduciary responsibilities: ● duty to act in good faith in and with a view to what the director believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association; ● duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation: (a) the nature of the company; (b) the nature of the decision; and (c) the position of the director and the nature of the responsibilities undertaken by him; ● directors should not improperly fetter the exercise of future discretion; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. The Companies Act provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (1) the material facts of the interest of the director in the transaction are known by the shareholders and the transaction is approved or ratified by a resolution of shareholders entitled to vote at a meeting of shareholders or (2) the company received fair value for the transaction. Pursuant to the Companies Act and the company’s third amended and restated memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to the board, he/she may: (1) vote on a matter relating to the transaction; (2) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and (3) sign a document on behalf of the company or do any other thing in his capacity as a director, that relates to the transaction. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the third amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities. 27 In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have. The following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors: Name of Individual Name of Affiliated Company Affiliation Satoshi Tominaga Norwich Capital Limited Managing Partner Yangyujia An Norwich Capital Limited Vice Chairperson Zhengming Feng Yongho Capital Group Chairman Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. Chairman Donghui Xu Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd Director and Deputy General Manager Yongmei Lianhe (Shanghai) Investment Management Co., Ltd. Legal Representative and Managing Director Min Zhang Norwich Capital Limited Independent Consultant In connection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider shares and any shares purchased in the IPO or following the IPO in the open market (other than shares acquired outside the redemption process in connection with our initial business combination, in compliance with Rule 14e-5 of the Exchange Act) in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired by them prior to the IPO. If they purchase ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our third amended and restated memorandum and articles of association relating to pre-business combination activity. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial shareholders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination. 28 Limitation on Liability and Indemnification of Officers and Directors Our memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to what the person believes is in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of association. Our memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the memorandum and articles of association. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary responsibilities. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, shareholders’ investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Employment Agreements We have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment. Executive Officers and Director Compensation We pay $10,000 per month administrative fee to an affiliate of our Sponsor until completion of our initial business combination or our liquidation. No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. 29 Clawback Policy In July 2024, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our officers and directors; and ● all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Ordinary Shares YHN Partners I Limited (2) 1,625,000 20.97 % Satoshi Tominaga 30,000 * % Yangyujia An 30,000 * % Zhengming Feng 25,000 * % Donghui Xu 20,000 * % Min Zhang 20,000 * % All directors and executive officers (five individuals) as a group 125,000 1.61 % Other 5% shareholders KARPUS MANAGEMENT, INC. (3) 865,697 11.17 % Ramya Rao (4) 446,749 5.76 % Mizuho Financial Group, Inc. (5) 642,396 8.29 % * Less than 1%. (1) Unless otherwise indicated, the business address of each of the individuals is c/o YHN Acquisition I Limited, 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong. 30 (2) Represents shares held by YHN Partners I Limited, our sponsor. Includes 250,000 Ordinary Shares comprising the private units purchased by the sponsor. Pui Chun Wong is the controlling shareholder of our sponsor by virtue of having 100% voting power in the sponsor. The registered address for our sponsor is 1 st Floor, Columbus Centre, P.O. Box 2283, Road Town, Tortola, British Virgin Islands. (3) Information is based solely on a report on Schedule 13G filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus” or the “Reporting Person”) on January 7, 2025. Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange; however, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares are owned directly by the accounts managed by Karpus. (4) Information is based solely on a report on Schedule 13G filed by Ramya Rao on February 7, 2025. (5) Information is based solely on a report on Schedule 13G filed by Mizuho Financial Group, Inc. on February 13, 2025. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Insider Shares In December 2023 and April 2024, the Company issued an aggregate of 1,725,000 insider shares to the initial shareholders in exchange for cash of $25,000. In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are forfeited in February 2025. Our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until 180 days after the completion of our initial business combination, Notwithstanding the foregoing, the insider shares will be released from the 180-day lock-up on the earlier of (1) 150 days after the date of the consummation of our initial business combination if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2) after the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Units Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor of 250,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, our sponsor has also agreed not to transfer, assign or sell any of Private Units (including the ordinary shares issuable upon exercise of the Private Units) until 180 days after the completion of our initial business combination (except with respect to permitted transferees). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any insider shares, and the private units, as applicable. However, if after our initial business combination, there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the insider shares, or the private units (or any shares of Ordinary Shares thereunder) shall be permitted to participate. The holders were granted certain demand and piggyback registration rights in connection with the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. 31 Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor his or her obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Services Arrangements On April 12, 2024, we entered into an administrative services agreement with our Sponsor, pursuant to which the Sponsor agreed to make available to the Company certain general and administrative services, including office space and secretarial and administrative services, as the Company may require from time to time. The Company has agreed to pay to the affiliate of the Sponsor $10,000 per month continuing until the earlier of the consummation by the Company of a Business Combination or the Company’s liquidation. For the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023, the Company incurred $30,000 and $nil in such fees. There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors, or any affiliate of our Sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as payment of customary fees incurred during the election of directors and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. After the completion of our Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed Business Combination. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Related Party Loans and Advances On April 12, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of consummation of an initial public offering of our securities or the date on we determine not to conduct an initial public offering of our securities. As of December 31, 2024, the Company fully repaid $281,663 to the Sponsor which are included in the amounts that will be due under the promissory note in the principal amount of up to $500,000 issued to the Sponsor. As of December 31, 2024 and 2023, we had a temporary advance of $60,059 and $0 from our Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment. 32 Registration Rights On September 17, 2024, we entered into a registration rights agreement pursuant to which the Company granted certain registration rights to the holders of the insider shares, Private Placement Units (and their underlying securities) and any Units that may be issued upon conversion of the working capital loans (and underlying securities). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following is a summary of fees paid or to be paid to Adeptus Partners, LLC (“Adeptus”), for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by the chosen registered public accounting firm in connection with regulatory filings. The aggregate fees billed by Adeptus for professional services rendered for the audit of our annual financial statements and other required filings with the SEC for year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023 totaled approximately $71,000 and $23,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Adeptus for consultations concerning financial accounting and reporting standards during the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023. Tax Fees . We did not pay Adeptus for tax planning and tax advice for the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023. All Other Fees . We did not pay Adeptus for other services for the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023. Pre-Approval of Services Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 33 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686) F-3 Balance Sheets as of December 31, 2024 and 2023 F-4 Statements of Operations for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023 F-5 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2024 F-6 Statements of Cash Flows for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023 F-7 Notes to Financial Statements F-8 – F-17 (1) Financial Statement Schedules: None. (2) Exhibits: The following exhibits are filed as part of or incorporated by reference into, this Annual Report on Form 10-K. EXHIBIT INDEX Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 1.1 Underwriting Agreement, dated September 17, 2024, by and between the Company and Lucid Capital Markets, LLC Form 8-K 001-42251 1.1 September 19, 2024 3.1 Third Amended and Restated Memorandum and Articles of Association Form 8-K 001-42251 3.1 September 19, 2024 4.1 Specimen Unit Certificate of the Company Form S-1 333-279308 4.1 August 2, 2024 4.2 Specimen Ordinary Share Certificate of the Company Form S-1 333-279308 4.2 August 2, 2024 4.3 Specimen Rights Certificate of the Company Form S-1 333-279308 4.3 August 2, 2024 4.4 Rights Agreement, dated September 17, 2024 by and between the Company and Continental Stock Transfer & Trust Company Form 8-K 001-42251 4.2 September 19, 2024 4.5* Description of Registrant’s Securities 10.1 Letter Agreement, dated September 17, 2024, by and between the Company and each of the officers and directors of the Company Form 8-K 001-42251 10.1 September 19, 2024 10.2 Letter Agreement, dated September 17, 2024, by and between the Company and YHN Partners I Limited Form 8-K 001-42251 10.2 September 19, 2024 10.3 Investment Management Trust Agreement, dated September 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company Form 8-K 001-42251 10.3 September 19, 2024 10.4 Stock Escrow Agreement, dated September 17, 2024, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company Form 8-K 001-42251 10.4 September 19, 2024 10.5 Registration Rights Agreement, dated September 17, 2024, by and among the Company and the initial shareholders of the Company Form 8-K 001-42251 10.5 September 19, 2024 34 10.6 Subscription Agreement, dated September 17, 2024, in relation to private units by and between the Company and the Sponsor Form 8-K 001-42251 10.6 September 19, 2024 10.7 Indemnification Agreements, dated September 17, 2024, by and among the Company and each of the officers and directors of the Company Form 8-K 001-42251 10.7 September 19, 2024 10.8 Administration Service Agreement between the Company and the Sponsor Form S-1 333-279308 10.7 May 10, 2024 10.9 Promissory Note dated April 12, 2024 issued by the Company to the Sponsor Form S-1 333-279308 10.9 May 10, 2024 14.1 Code of Ethics of the Company Form S-1 333-279308 14 July 12, 2024 19.1* Insider Trading Policy 24.1* Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K) 31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 32.2** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 97.1* Clawback Policy 101.INS Inline XBRL Instance Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY Not applicable. 35 YHN Acquisition I Limited Financial Statements For the Year Ended December 31, 2024 and the Period from December 18, 2023 (Inception) to December 31, 2023 F- 1 YHN ACQUISITION I LIMITED INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3686) F-3 Balance Sheets as of December 31, 2024 and 2023 F-4 Statements of Operations for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023 F-5 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023 F-6 Statements of Cash Flows for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023 F-7 Notes to Financial Statements F-8 – F-17 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of YHN Acquisition I Limited Opinion on the Financial Statements We have audited the accompanying balance sheets of YHN Acquisition I Limited as of December 31, 2024 and 2023, and the related statements of operations, shareholders’ (deficit), and cash flows for the year ended December 31, 2024 and the period December 18, 2023 (inception) through December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and the period December 18, 2023 (inception) through December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit and needs to raise additional funds to meet its obligations and sustain operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2024. Adeptus Partners, LLC PCAOB: 3686 Ocean, NJ March 20, 2025 F- 3 YHN ACQUISITION I LIMITED BALANCE SHEETS December 31, 2024 December 31, 2023 ASSETS Current assets: Cash $ 669,250 $ - Prepayments 50,485 - Total current assets 719,735 - Cash and marketable securities held in trust 61,089,076 - TOTAL ASSETS $ 61,808,811 $ - LIABILITIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accrued expenses $ 64,997 $ 3,680 Amount due to sponsor 60,059 - Total Current Liabilities 125,056 3,680 Deferred underwriting compensation 1,500,000 - TOTAL LIABILITIES 1,625,056 3,680 Commitments and contingencies (Note 7) Ordinary shares subject to possible redemption, 6,000,000 shares (at redemption price of $ 10.18 per share) 61,089,076 - Shareholders’ Deficit: Ordinary shares, no par value; 500,000,000 shares authorized; 1,750,000 and 1,725,000 (1) shares issued and outstanding (excluding 6,000,000 and 0 shares, subject to possible redemption), respectively - 25,000 Stock subscription receivable - ( 25,000 ) Accumulated deficit ( 905,321 ) ( 3,680 ) Total Shareholders’ Deficit ( 905,321 ) ( 3,680 ) TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT $ 61,808,811 $ - (1) Includes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are subject to forfeiture. See accompanying notes to financial statements. F- 4 YHN ACQUISITION I LIMITED STATEMENTS OF OPERATIONS For the year ended December 31, 2024 For the period from December 18, 2023 (Inception) to December 31, 2023 Formation and operating costs $ ( 286,649 ) $ ( 3,680 ) Other income: Dividend income 789,076 - Interest income 211 - Total other income 789,287 - NET INCOME (LOSS) $ 502,638 $ ( 3,680 ) Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 1,688,525 - Basic and diluted net income per share, ordinary shares subject to possible redemption $ 0.38 $ - Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption (1) 1,570,355 10,000 Basic and diluted net loss per share, ordinary shares not subject to possible redemption $ ( 0.09 ) $ ( 0.37 ) (1) Excludes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are subject to forfeiture. See accompanying notes to financial statements. F- 5 YHN ACQUISITION I LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT Year ended December 31, 2024 Ordinary shares Stock Total No. of subscription Accumulated shareholders’ shares Amount receivable deficit deficit Balance as of December 31, 2023 (2) 1,725,000 $ 25,000 $ ( 25,000 ) $ ( 3,680 ) $ ( 3,680 ) Capital contribution paid — — 25,000 — 25,000 Sale of units in initial public offering, net of offering costs 6,000,000 57,159,797 — — 57,159,797 Sale of units to the founder in private placement 250,000 2,500,000 — — 2,500,000 Initial classification of ordinary shares subject to possible redemption ( 6,000,000 ) ( 56,232,427 ) — — ( 56,232,427 ) Allocation of offering costs to ordinary shares subject to possible redemption — 2,661,858 — — 2,661,858 Share forfeiture ( 225,000 ) — — — — Accretion of carrying value to redemption value — ( 6,114,228 ) — ( 615,203 ) ( 6,729,431 ) Subsequent remeasurement of ordinary shares subject to possible redemption — — — ( 789,076 ) ( 789,076 ) Net income — — — 502,638 502,638 Balance as of December 31, 2024 1,750,000 $ — $ — $ ( 905,321 ) $ ( 905,321 ) For the period from December 18, 2023 (Inception) to December 31, 2023 Ordinary shares Stock Total No. of subscription Accumulated shareholders’ shares Amount receivable deficit deficit Issuance of ordinary shares at inception (1) 10,000 $ 1,000 $ — $ — $ 10,000 Issuance of ordinary shares to founder 1,715,000 24,000 — — 24,000 Stock subscription receivable — — ( 25,000 ) — ( 25,000 ) Net loss — — — ( 3,680 ) ( 3,680 ) Balance as of December 31, 2023 (2) 1,725,000 $ 25,000 $ ( 25,000 ) $ ( 3,680 ) $ ( 3,680 ) (1) On December 18, 2023 (date of inception), the Company issued 10,000 ordinary shares with no par value to the Sponsor. (2) Includes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are subject to forfeiture. See accompanying notes to financial statements. F- 6 YHN ACQUISITION I LIMITED STATEMENTS OF CASH FLOWS Year ended December 31, 2024 For the period from December 18, 2023 (Inception) to December 31, 2023 Cash flows from operating activities: Net income (loss) $ 502,638 $ ( 3,680 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Dividend income earned in cash and investments held in trust account ( 789,076 ) — Change in operating assets and liabilities: Prepayments ( 50,485 ) Accrued expenses 61,317 3,680 Net cash used in operating activities ( 275,606 ) — Cash flows from investing activities: Proceeds deposited in Trust Account ( 60,300,000 ) — Net cash used in investing activities ( 60,300,000 ) — Cash flows from financing activities: Proceeds from public offering, net of offering costs 58,659,797 — Proceeds from private placement 2,500,000 — Capital contribution paid 25,000 — Proceeds from promissory note - related party 173,000 — Repayment to related party under promissory note ( 173,000 ) — Advance from related party 60,059 Net cash provided by financing activities 61,244,856 — NET CHANGE IN CASH 669,250 — CASH, BEGINNING OF PERIOD — — CASH, END OF PERIOD 669,250 $ — Non-cash investing and financing activities Deferred offering costs paid by related party $ 108,663 $ — Initial classification of ordinary shares subject to possible redemption $ 56,232,427 $ — Allocation of offering costs to ordinary shares subject to possible redemption $ 2,661,858 $ — Accretion of carrying value to redemption value $ 6,729,431 $ — Subsequent remeasurement of ordinary shares subject to possible redemption $ 789,076 $ — Accrued underwriting compensation $ 1,500,000 $ — See accompanying notes to financial statements. F- 7 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND YHN Acquisition I Limited (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on December 18, 2023, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early-stage company and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage companies and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of December 31, 2024, the Company had not yet commenced any operations. All activities through December 31, 2024 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 17, 2024. On September 19, 2024, the Company consummated the Initial Public Offering of 6,000,000 units (the “Public Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 60,000,000 to the Company. Each Public Unit consists of one ordinary share and one right (“Public Rights”). Each whole Public Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to YHN Partners I Limited (the “Sponsor”), generating gross proceeds of $ 2,500,000 to the Company. Each Private Placement Unit consists of one ordinary share (the “Private Placement Share”) and one right (“Private Placement Right”). Each Private Placement Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of the initial business combination. Transaction costs amounted to $ 2,840,203 , consisting of $ 960,000 of underwriting commissions, $ 1,500,000 of deferred underwriting commissions and $ 380,203 of other offering costs. The Company listed the Units on the Nasdaq Global Market (“NASDAQ”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and interest released to pay taxes payable) at the time of the signing a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that at least $ 10.05 per Unit, including the proceeds of the sale of the Private Units will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholder, as described below. F- 8 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS The Company will provide its shareholders with the opportunity to redeem all or a portion of their ordinary shares issued at its Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s initial shareholders (the “initial shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders with the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote; (c) not to redeem any founder shares and Private Placement Shares as well as any Public Shares purchased during or after the Initial Public Offering for cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholder’s rights of pre-Business Combination activity and (d) that the founder shares and Private Placement Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until December 18, 2025 (the “Combination Period”) initially to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.05 . The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.05 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. F- 9 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS Going Concern Consideration As of December 31, 2024, the Company had cash of $ 669,250 and a working capital of $ 594,679 . Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company will have until 15 months from the closing of the Initial Public Offering to consummate a Business Combination. If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. There is a possibility that business combination might not happen within the 12-month period from the date of the auditors’ report. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve. Further, 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 assurance that new financing will be available to it on commercially acceptable terms if at all. These conditions raises substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 10 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ● Use of estimates In preparing these financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. ● Cash and cash equivalent The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The company had $ 669,250 and $0 in cash as of December 31, 2024 and 2023, respectively. The Company did not have any cash equivalents as of December 31, 2024 and 2023. ● Cash and marketable securities held in trust account At December 31, 2024 and 2023, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend income in the accompanying statements of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. ● Ordinary shares subject to possible redemption 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 December 31, 2024 and 2023, 6,000,000 and 0 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s 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). F- 11 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS As of December 31, 2024, the ordinary shares subject to possible redemption reflected on the balance sheet are disclosed in the following table: Amount Gross proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights ( 3,767,573 ) Offering costs of Public Shares ( 2,661,858 ) Plus: Accretion of carrying value to redemption value - 2024 6,729,431 Subsequent remeasurement of ordinary shares subject to possible redemption - 2024 789,076 Ordinary shares subject to possible redemption as of December 31, 2024 $ 61,089,076 ● Rights accounting Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands law. As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statement of operations. F- 12 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS As the rights issued upon the IPO and private placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account. ● Deferred offering costs Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that was charged to shareholders’ deficit upon the completion of the Initial Public Offering. ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. ● Net income (loss) per share The Company calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair value. F- 13 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS The net income (loss) per share presented in the statements of operations is based on the following: For the Year ended December 31, 2024 For the Period from December 18, 2023 (Inception) to December 31, 2023 Redeemable Ordinary Share Non-Redeemable Ordinary Share Redeemable Ordinary Share Non-Redeemable Ordinary Share Basic and diluted net income (loss) per share: Numerators: Interest income earned in investments held in Trust Account $ 789,287 $ $ - $ - Total expenses ( 148,522 ) ( 138,127 ) - ( 3,680 ) Total allocation to redeemable and non-redeemable ordinary share $ 640,765 $ ( 138,127 ) $ - $ ( 3,680 ) Denominators: Weighted-average shares outstanding 1,688,525 1,570,355 - 10,000 Basic and diluted net income (loss) per share $ 0.38 $ ( 0.09 ) $ - $ ( 0.37 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1: Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2: Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. F- 14 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 61,089,076 $ 61,089,076 $ - $ - ● Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company’s management does not believe the adoption of ASU 2020-06 will have a material impact on its financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 – INITIAL PUBLIC OFFERING On September 19, 2024, the Company sold 6,000,000 Public Units, at a purchase price of $ 10.00 per Public Unit. Each Unit consists of one ordinary share and one Public Right. Each whole Public Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination. All of the 6,000,000 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. 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). F- 15 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 250,000 Private Placement Units, at a price of $ 10.00 per Private Placement Unit. Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”). Each Private Placement Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation of the initial business combination. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions. NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2023, the Company issued 10,000 founder shares with no par value in consideration of $ 1,000 . On December 31, 2023, the Company authorized to issue an aggregate of 1,715,000 founder shares with no par value to the initial shareholder, including an aggregate of 225,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholder will collectively own 20 % of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) (see Note 6) for an aggregate purchase price of $ 24,000 . In November 2024, the underwriter did not exercise their 45 -day option to purchase 900,000 Units. Private Placement The Company consummated the sale of 250,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $ 2,500,000 to the Company. Promissory note - related party On April 12, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of consummation of an initial public offering of our securities or the date on we determine not to conduct an initial public offering of our securities. As of December 31, 2024, the Company fully repaid $ 281,663 to the Sponsor which are included in the amounts that will be due under the promissory note in the principal amount of up to $ 500,000 issued to the Sponsor. Administrative Services Agreement An affiliate of the Sponsor agreed that, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative and support services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 per month for these services commencing on the closing date of this offering for 15 months. For the year ended December 31, 2024, the Company incurred $ 30,000 in fees for these services included in formation and operations costs in the statements of operations. As of December 31, 2024, the unpaid balance was $ 30,000 included in amount due to sponsor in the balance sheets. Amount due to Sponsor As of December 31, 2024, we had a temporary advance of $ 60,059 from our Sponsor. The balance is unsecured, interest-free and has no fixed terms of repayment. F- 16 YHN ACQUISITION I LIMITED NOTES TO FINANCIAL STATEMENTS NOTE 6 – SHAREHOLDERS’ DEFICIT Ordinary shares The Company is authorized to issue 500,000,000 ordinary shares with no par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. As of December 31, 2024, there were 1,750,000 ordinary shares issued and outstanding excluding 6,000,000 ordinary shares subject to possible redemption. Rights Each holder of a right will receive one-tenth (1/10) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). NOTE 7 – COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 19, 2024, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company’s register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In November 2024, the underwriters did not exercise their 45 -day option to purchase 900,000 Units. The underwriters are entitled to a cash underwriting discount of 2.5 % of the gross proceeds of the Initial Public Offering, or $ 1,500,000 , upon the closing of the Business Combination, subject to a minimum of $ 500,000 . NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date the Company issued the financial statements. On January 15, 2025, the Company entered into a legally binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Holdco”), a Cayman Islands holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in China and in the business of operating online sports platforms and providing technological solutions for health product stores. Pursuant to the Letter of Intent, the Company will effect a business combination (the “Business Combination”) with Holdco based on an equity valuation of $ 396 million. F- 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. YHN ACQUISITION I LIMITED By: /s/ Satoshi Tominaga Name: Satoshi Tominaga Title: Chief Executive Officer Dated: March 20, 2025 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Satoshi Tominaga, his or her attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Satoshi Tominaga Chief Executive Officer March 20, 2025 Satoshi Tominaga (Principal executive officer), Director and Chairperson of the Board of Directors /s/ Yangyujia An Chief Financial Officer and Director March 20, 2025 Yangyujia An (Principal financial and accounting officer) /s/ Zhengming Feng Independent Director March 20, 2025 Zhengming Feng /s/ Donghui Xu Independent Director March 20, 2025 Donghui Xu /s/ Min Zhang Independent Director March 20, 2025 Min Zhang 36