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Item 1. Financial Statements

2025-11-14 compared with 2025-07-31 · 450 added, 382 removed, 407 unchanged (67% of the section changed)

1 unchanged sentence

YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED BALANCE SHEETS

June 30, 2025

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025

December 31, 2024

23 unchanged sentences

YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

Three months ended

September 30,

Three months ended

September 30,

Nine months ended

September 30,

Nine months ended

September 30,

Formation and operating costs

1 unchanged sentence

$ ( 893,724 )

$ ( 107,317 )

Other income:

2 unchanged sentences

Total other income

NET (LOSS) INCOME

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Basic and diluted weighted average shares

outstanding, common stock not subject to possible redemption (1)

Basic and diluted net loss per share, common stock not subject to possible redemption

NET INCOME (LOSS)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption (1)

Basic and diluted net loss per share, ordinary shares not subject to possible redemption

(1) Excludes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’

1 unchanged sentence

In November 2024, the underwriter did not exercise their 45-day option to purchase

900,000 Units, therefore 225,000 founder shares were forfeited.

900,000 Units, therefore 225,000 founder shares are forfeited.

See accompanying notes to unaudited condensed consolidated

1 unchanged sentence

YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

Three and Six months ended June 30, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

Three and Nine months ended September 30, 2025

Ordinary shares

Accumulated deficit

Total shareholders’ deficit

shareholders’

Balance as of December 31, 2024

11 unchanged sentences

$ ( 1,666,039 )

Three and Six months ended June 30, 2024

Subsequent remeasurement of ordinary shares subject to possible redemption

Net loss for the period

Balance as of September 30, 2025

$ ( 1,799,020 )

Three and Nine months ended September 30, 2024

Ordinary shares

Stock subscription receivable

Accumulated deficit

Total shareholders’ deficit

Stock subscription

Total shareholders’

Balance as of December 31, 2023

4 unchanged sentences

Balance as of June 30, 2024 (1)

(1) Includes up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’

Sale of units in initial public offering, net of offering costs

Sale of units to the founder in private placement

Initial classification of ordinary shares subject to possible redemption

( 6,000,000 )

( 56,232,427 )

Allocation of offering costs to ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

( 6,114,228 )

( 6,729,431 )

Subsequent remeasurement of ordinary shares subject to possible redemption

Balance as of September 30, 2024 (1)

$ ( 726,007 )

(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 were forfeited.

900,000 Units, therefore 225,000 founder shares are forfeited.

See accompanying notes to unaudited condensed consolidated

1 unchanged sentence

YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH

Six months ended June 30, 2025

Six months ended June 30, 2024

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Nine months ended September 30, 2025

Nine months ended September 30, 2024

Cash flows from operating activities:

6 unchanged sentences

Net cash used in operating activities

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:

Payment of offering costs

Capital contribution paid

Amount due to Sponsor

Proceeds from public offering, net of offering costs

Proceeds from private placement

Capital contribution paid

Proceeds from promissory note – related party

Repayments to related party under promissory note

Net cash provided by financing activities

3 unchanged sentences

Non-cash investing and financing activities

Deferred offering costs paid by related party

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary shares subject to possible redemption

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to possible redemption

Accrued deferred offering costs

Accrued underwriting compensation

See accompanying notes to unaudited condensed consolidated

5 unchanged sentences

YHN Acquisition I Limited (the “Company”)

or “we”, “us” and “our”) is a 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.

is a 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

The Company is an early-stage company and emerging

4 unchanged sentences

PubCo is wholly owned by the Company.

YHNA MS II Limited (“Merger Sub”) is a

company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.

Sub is wholly owned by PubCo.

As of June 30, 2025, the Company had not yet commenced

any operations.

All activities through June 30, 2025 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

Each Public Unit consists of one ordinary share and one right (“Public Rights”).

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

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

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

YHNA MS II Limited (“Merger Sub”)

is a company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.

Merger Sub is wholly owned by PubCo.

As of September 30, 2025, the Company had not

yet commenced any operations.

All activities through September 30, 2025 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.

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

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

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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”).

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.

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 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.

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

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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;

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.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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

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.

On January 15, 2025, the Company entered into a legally

binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Mingde” or “Holdco”),

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;

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.

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.

On January 15, 2025, the Company entered into

a legally binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Mingde” or “Holdco”),

a Cayman Islands holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in

2 unchanged sentences

an equity valuation of $396,000,000.

On April 3, 2025, the Company entered into that certain

Business Combination Agreement with Mingde pursuant to which, (a) immediately prior to the Closing, Mingde will merge with and into Purchaser,

with Purchaser continuing as the surviving entity (the “ Reincorporation Merger ”), (b) at the Closing, the parties will

effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “ Merger Sub ”),

to be formed for the sole purpose of merging with and into the Mingde (the “ Acquisition Merger ”) in which Mingde will

be the surviving entity and a wholly owned subsidiary of Purchaser (the Acquisition Merger, together with the Reincorporation Merger and

the other transactions contemplated by the Business Combination Agreement and the Additional Agreements, the “ Transactions ”);

and (c) following the Closing, Purchaser will be a publicly traded company listed on NASDAQ.

On April 3, 2025, the Company entered into

that certain Business Combination Agreement with Mingde pursuant to which, (a) immediately prior to the Closing, Mingde will merge

with and into Purchaser, with Purchaser continuing as the surviving entity (the “ Reincorporation Merger ”), (b) at

the Closing, the parties will effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the

“ Merger Sub ”), to be formed for the sole purpose of merging with and into the Mingde (the “ Acquisition

Merger ”) in which Mingde will be the surviving entity and a wholly owned subsidiary of Purchaser (the Acquisition Merger,

together with the Reincorporation Merger and the other transactions contemplated by the Business Combination Agreement and the

Additional Agreements, the “ Transactions ”);

and (c) following the Closing, Purchaser will be a publicly traded

company listed on NASDAQ.

The Merger Consideration is $396,000,000.

The 39,600,000 Purchaser Ordinary Shares to be delivered by Purchaser to the Company Shareholders (the “ Merger Consideration

Shares ”) is based on an aggregate pre-money equity value for 100 % of the Mingde’s issued and outstanding ordinary shares,

with each Purchaser Ordinary Share valued at $ 10.00 .

On May 8, 2025, each of Purchaser, Merger Sub, Mingde

and the Company executed that certain Joinder Agreement to the Business Combination Agreement (the “ Joinder Agreement ”),

The 39,600,000

Purchaser Ordinary Shares to be delivered by Purchaser to the Company Shareholders (the “ Merger Consideration

Shares ”) is based on an aggregate pre-money equity value for 100 %

of the Mingde’s issued and outstanding ordinary shares, with each Purchaser Ordinary Share valued at $ 10.00 .

On May 8, 2025, each of Purchaser, Merger Sub,

Mingde and the Company executed that certain Joinder Agreement to the Business Combination Agreement (the “ Joinder Agreement ”),

whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination

1 unchanged sentence

conditions of the Business Combination Agreement as though an original party thereto.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

On June 3, 2025, each of Purchaser, Merger

Sub, Mingde and the Company executed that certain Amended and Restated Business Combination Agreement (the “ Amended and Restated

Business Combination Agreement ” or as restated and amended, the “ Business Combination Agreement ”)

to provide for an earnout mechanism whereby up to an additional $ 70,000,000 worth of Earnout Consideration Shares may be paid to the Mingde

Shareholders as contingent post-closing earnout consideration.

As a result, the aggregate consideration for the Acquisition Merger is

$ 326,000,000 plus up to $ 70,000,000 worth of Earnout Consideration Shares.

The Merger Consideration will be paid in the form of (1) 32,600,000

newly issued PubCo Ordinary Shares valued at $ 10.00 per share, which are comprised of (A) 30,970,000 PubCo Ordinary Shares

as the Closing Payment Shares and (B) 1,630,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing and held

back as security for the Mingde’s representations and warranties as further set forth in Article XI of the Business Combination

Agreement as the Holdback Shares;

and (2) an addition of up to 7,000,000 PubCo Ordinary Shares valued at $ 10.00 per share as contingent

post-closing earnout consideration subject to the earnout mechanism.

Sub, Mingde and the Company executed that certain Amended and Restated Business Combination Agreement (the “ Amended and

Restated Business Combination Agreement ” or as restated and amended, the “ Business Combination

Agreement ”) to provide for an earnout mechanism whereby up to an additional $70,000,000

worth of Earnout Consideration Shares may be paid to the Mingde Shareholders as contingent post-closing earnout consideration.

result, the aggregate consideration for the Acquisition Merger is $ 326,000,000

plus up to $ 70,000,000

worth of Earnout Consideration Shares.

The Merger Consideration will be paid in the form of (1) 32,600,000 newly

issued PubCo Ordinary Shares valued at $10.00

per share, which are comprised of (A) 30,970,000

PubCo Ordinary Shares as the Closing Payment Shares and (B) 1,630,000

PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing and held back as security for the Mingde’s

representations and warranties as further set forth in Article XI of the Business Combination Agreement as the Holdback Shares;

(2) an addition of up to 7,000,000

PubCo Ordinary Shares valued at $10.00 per

share as contingent post-closing earnout consideration subject to the earnout mechanism.

Going Concern Consideration

As of June 30, 2025, the Company had cash of

$ 47,849 and a working capital deficit of $ 166,039 .

Subsequent to the consummation of the Initial Public Offering (“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

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’

As of September 30, 2025, the Company had cash

of $ 95,142 and a working capital deficit of $ 299,020 .

Subsequent to the consummation of the Initial Public Offering (“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

26 unchanged sentences

Operating results for the

interim period ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

interim period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending

December 31, 2025.

Principles of consolidation

3 unchanged sentences

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

A subsidiary is the entity in which the Company, directly

or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies, to appoint

or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

The accompanying unaudited condensed

consolidated financial statements reflect the activities of the Company and each of the following entities:

A subsidiary is the entity in which the Company,

directly or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies,

to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

The accompanying unaudited condensed consolidated

financial statements reflect the activities of the Company and each of the following entities:

Schedule of consolidated

16 unchanged sentences

approval of any golden parachute payments not previously approved.

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

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.

9 unchanged sentences

of the potential differences in accounting standards used.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Use of estimates

4 unchanged sentences

and the reported expenses during the reporting period.

Making estimates requires management to exercise significant

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 unaudited condensed consolidated 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.

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 $ 47,849 and $ 669,250 in

cash as of June 30, 2025 and December 31, 2024, respectively.

The Company did no t have any cash equivalents as of

June 30, 2025 and December 31, 2024.

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 unaudited condensed consolidated 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

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 $ 95,142

and $ 669,250 in cash as of September 30, 2025 and

December 31, 2024, respectively.

The Company did no t

have any cash equivalents as of September 30, 2025 and December 31, 2024.

Cash and marketable securities held in trust account

At June 30, 2025 and December 31, 2024, substantially

At September 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

5 unchanged sentences

Ordinary share 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

At all other times, ordinary shares are classified as shareholders’ equity.

Accordingly, as of June 30, 2025 and December

31, 2024, 6,000,000 and 6,000,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets, respectively.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected

to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,

or in absence of retained earnings, additional paid-in capital).

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

As of June 30, 2025 and December 31, 2024, the ordinary

shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets are disclosed in the following

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in FASB ASC 480, “ Distinguishing Liabilities from

Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the

Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’ equity.

Accordingly, as of September 30, 2025 and December 31, 2024, 6,000,000

and 6,000,000

ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets, respectively.

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).

As of September 30, 2025 and December 31, 2024,

the ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets are disclosed in

the following table:

Schedule of ordinary shares subject to possible redemption

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Subsequent remeasurement of ordinary shares subject to possible redemption - 2025

Ordinary shares subject to possible redemption as of June 30, 2025

Ordinary shares subject to possible redemption as of September 30, 2025

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

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

10 unchanged sentences

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

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.

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Accordingly, the rights may expire worthless.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company accounts for rights as either equity-classified

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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 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.

or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities

2 unchanged sentences

rights are recognized as a non-cash gain or loss on the unaudited condensed consolidated statement of operations.

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.

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 .

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

The Company has not experienced losses on this account.

· Income taxes

Income taxes are determined in accordance with the

provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

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

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the enactment date.

ASC 740 prescribes a comprehensive model for how companies

should recognize, measure, present, and disclose in their unaudited condensed consolidated 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 unaudited condensed consolidated

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 June 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

ASC 740 prescribes a comprehensive model for

how companies should recognize, measure, present, and disclose in their unaudited condensed consolidated 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 unaudited condensed consolidated 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 September 30, 2025 and December 31, 2024.

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

4 unchanged sentences

does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company is considered to be an exempted British

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as the redemption value approximates fair value.

(loss) per share is presented in the unaudited condensed consolidated statements of operations

(loss) per share is presented in the unaudited condensed consolidated statements of operations as follows:

Schedule of net income (loss) per share

For the Three Months ended June 30, 2025

For the Three Months ended June 30, 2024

For the Three Months ended

September 30, 2025

For the Three Months ended

September 30, 2024

Ordinary Shares

Non-Redeemable

Ordinary Shares

Ordinary Share

Non-Redeemable

Ordinary Shares

Ordinary Share

Basic and diluted net income (loss) per share:

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Total allocation to redeemable and non-redeemable ordinary shares

$ ( 150,911 )

Denominators:

1 unchanged sentence

Basic and diluted net income (loss) per share

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

For the Six Months ended June 30, 2025

For the Six Months ended June 30, 2024

For the Nine Months ended

September 30, 2025

For the Nine Months ended

September 30, 2024

Ordinary Shares

Non-Redeemable

Ordinary Shares

Ordinary Share

Non-Redeemable

Ordinary Shares

Ordinary Share

Basic and diluted net income (loss) per share:

13 unchanged sentences

· 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 ” (“ASC 820”), approximates

the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term

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

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ” (“ASC 820”),

approximates the carrying amounts represented in the accompanying unaudited condensed consolidated 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

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

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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.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The following table presents information about the

Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024,

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2025 and December

31, 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Schedule of assets and liabilities that were measured at fair value on a recurring basis

September 30,

Treasury Securities held in Trust Account

1 unchanged sentence

Recent accounting pronouncements

Management does not believe that any recently issued,

but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed consolidated financial statements.

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

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.

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).

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

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).

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

Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”).

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.

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.

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, therefore

225,000 founder shares were forfeited.

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

In November 2024, the

underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares were

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

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.

1 unchanged sentence

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 six months

ended June 30, 2025 and 2024, the Company incurred $ 60,000 and $ 0 in fees for these services included in formation and operations

costs in the unaudited condensed consolidated statements of operations, respectively.

For the three months ended June 30, 2025 and 2024,

the Company incurred $ 30,000 and $ 0 in fees for these services included in formation and operations costs in the unaudited condensed

consolidated statements of operations, respectively.

As of June 30, 2025 and December 31, 2024, the unpaid balance was $ 60,000 and

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

For the nine months ended September 30, 2025 and 2024, the Company incurred $ 94,000

in fees for these services included in formation and operations costs in the unaudited condensed consolidated statements of

operations, respectively.

For the three months ended September 30, 2025 and 2024, the Company incurred $ 34,000 and

in fees for these services included in formation and operations costs in the unaudited condensed consolidated statements of

operations, respectively.

As of September 30, 2025 and December 31, 2024, the unpaid balance was $ 60,000

included in amount due to sponsor in the unaudited condensed consolidated balance sheets, respectively.

Amount due to sponsor

As of June 30, 2025 and December 31, 2024, we had

a temporary advance of $ 226,059 and $ 60,059 from our Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms

of repayment.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

As of September 30, 2025 and December 31,

2024, the Company had a temporary advance of $ 410,059

from the Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

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 June 30, 2025 and December 31, 2024, there were

1,750,000 ordinary shares issued and outstanding excluding 6,000,000 ordinary shares subject to possible redemption.

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 September 30, 2025 and December 31, 2024,

there were 1,750,000 ordinary shares issued and outstanding excluding 6,000,000 ordinary shares subject to possible

Each holder of a right will receive one-tenth (1/10)

14 unchanged sentences

Risk and uncertainties

On August 16, 2022, the Inflation Reduction Act of

2022 (the “IR Act”) was signed into federal law.

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise

tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic

excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic

subsidiaries of publicly traded foreign corporations.

10 unchanged sentences

that occur after December 31, 2022.

Therefore, any redemption or other repurchase that

occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or

otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with

the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination

but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming shareholders, the mechanics of any required

payments of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a

business combination and in the Company’s ability to complete a business combination.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Therefore, any redemption or other repurchase

that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote

or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection

with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any

“PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business

combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance

from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming shareholders, the mechanics

of any required payments of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand

to complete a business combination and in the Company’s ability to complete a business combination.

Registration Rights

12 unchanged sentences

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.

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

13 unchanged sentences

only has one operating segment.

When evaluating the Company’s performance and

making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs

and interest and dividend earned on investments held in Trust Account which are included in the accompanying unaudited condensed consolidated

1 unchanged sentence

The key measures of segment profit or loss reviewed

by our CODM are earned on investments held in Trust Account and formation and operating costs.

The CODM reviews earned on investments

held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

Formation and operating costs are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned

with all agreements and budget.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

by the Company’s CODM are earned on investments held in Trust Account and formation and operating costs.

The CODM reviews earned

on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operating costs are reviewed and monitored

by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business

combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to

ensure costs are aligned with all agreements and budget.

SUBSEQUENT EVENTS

3 unchanged sentences

that occurred after the balance sheet date, up through the date the Company issued the unaudited condensed consolidated financial statements.

On July 14, 2025, Mr.

Satoshi Tominaga resigned

from his positions as the Chief Executive Officer and a director of the Company, and the Board appointed Ms.

Poon Man Ka, Christy as

the Chief Executive Officer and a director of the Company, both effective on July 11, 2025.

In connection with the positional change,

Tominaga transferred 15,000 ordinary shares (the “Shares”) of the Company to the Company’s sponsor, YHN Partners

I Limited, who in turn transferred them to Ms.

On October 10, 2025, the Company and the Ms.

Poon entered into an Indemnification

Agreement, and in respect of the Shares, a Joinder Agreement to Stock Escrow Agreement and a Letter Agreement.

On November 7, 2025, the parties to the Amended

and Restated Business Combination Agreement enter into Amendment No.1 to Amended and Restated Business Combination Agreement (the “Amendment

1”), which serves to adjust the Merger Consideration and the contingency basis of the Earnout Consideration from future revenue

performance to post-closing share price performance of the Purchaser Ordinary Shares.

As a result, the aggregate consideration for the

Acquisition Merger is $280,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares.

The Merger Consideration will be paid

in the form of (1) 20,000,0000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which are comprised of (A) 19,000,000 PubCo

Ordinary Shares as the Closing Payment Shares and (B) 1,000,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the

Closing and held back as security for the Mingde’s representations and warranties as further set forth in Article XI of the Business

Combination Agreement as the Holdback Shares;

and (2) an addition of up to 8,000,000 PubCo Ordinary Shares valued at $10.00 per share

as contingent post-closing earnout consideration subject to the earnout mechanism.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements