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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-20 · 111 added, 86 removed, 125 unchanged (61% of the section changed)

1 unchanged sentence

References in this

report (the “Annual Report”) to “we,” “us” or the “Company” refer to YHN Acquisition

report (the “Annual Report”) to “we,” “us” or the “Company” refer to YHN Acquisition I

References to our “management” or our “Management Team” refer to our officers and directors, and references

to the “Sponsor” refer to YHN Partners I Limited.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the audited financial statements and the notes thereto contained

elsewhere in this Annual Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the audited financial statements and the notes thereto contained elsewhere

in this Annual Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

We are a blank check

company incorporated on December 18, 2023 under the laws of the British Virgin Islands and formed for the purpose of entering into a

merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one

or more businesses or entities.

We intend to effectuate our initial business combination using cash from the proceeds of the initial

public offering and the sale of the private units, our capital stock, debt or a combination of cash, stock and debt.

company incorporated on December 18, 2023 under the laws of the British Virgin Islands and formed for the purpose of entering into a merger,

share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses

We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and

the sale of the private units, our capital stock, debt or a combination of cash, stock and debt.

On September 19, 2024,

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of $60,000,000.

Simultaneously with

the closing of the IPO on September 19, 2024, the Company consummated the private placement (“Private Placement”) with the

Sponsor of 250,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000.

These securities (other than our IPO securities) were issued pursuant to an exemption from registration under the Securities Act of 1933,

as amended pursuant to Section 4(2) of the securities Act.

Simultaneously with the

closing of the IPO on September 19, 2024, the Company consummated the private placement (“Private Placement”) with the Sponsor

of 250,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000.

securities (other than our IPO securities) were issued pursuant to an exemption from registration under the Securities Act of 1933, as

amended pursuant to Section 4(2) of the securities Act.

The Private Units are

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Results of Operations

Our entire activity

from inception up to September 19, 2024 was in preparation for the initial public offering.

Our entire activity from

inception up to September 19, 2024 was in preparation for the initial public offering.

Since the initial public offering, our activity

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31, 2025 we had a net income of $1,325,117 which was comprised of formation and operating costs expenses, dividend income and interest

For the period from

December 18, 2023 (inception) to December 31, 2023 we had a net loss of $3,680 which was comprised of formation and operating costs expenses.

For the year ended December

31, 2024 we had a net income of $502,638 which was comprised of formation and operating costs expenses, dividend income and interest income.

Liquidity and Capital

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we had cash of $140,550.

Until the consummation of the initial public offering, the only source of liquidity was an initial purchase

of ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from our Sponsor.

Until the consummation of the initial public offering, the only source of liquidity was an initial purchase of

ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from our Sponsor.

On September 19, 2024,

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Units at a price of $10.00 per unit in the Private Placement, generating gross proceeds of $2,500,000.

Transaction costs amounted to $2,840,203, consisting of $960,000 of

underwriting fees, $1,500,000 of deferred underwriting fees and $380,203 of other offering costs.

In addition, at September 19, 2024,

cash of $737,704 were held outside of the Trust Account and is available for working capital purposes and $60,300,000 were transferred

to the Trust Account.

Transaction costs amounted

to $2,840,203, consisting of $960,000 of underwriting fees, $1,500,000 of deferred underwriting fees and $380,203 of other offering costs.

In addition, at September 19, 2024, cash of $737,704 were held outside of the Trust Account and is available for working capital purposes

and $60,300,000 were transferred to the Trust Account.

We intend to use substantially

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to pay taxes.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in

the trust account.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the

trust account.

We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes.

To the extent

that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining

proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

To the extent that

our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds

held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies.

Prior to the completion

of our initial business combination, we will have available to us approximately $750,000 of proceeds held outside the trust account.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review

corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business

The Company’s

IPO prospectus dated September 17, 2024 provides that the Company has until 15 months from the closing of the IPO to complete its initial

business combination.

If the Company does

not complete a business combination by December 18, 2025, the Company will (i) as promptly as practicable, to cease all operations except

for the purpose of making redemption and the subsequent winding up of the Company’s affairs;

(ii) as promptly as reasonably possible

but not more than ten (10) business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion

of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and

not previously released to the Company or necessary to pay the Company’s taxes, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, seek to liquidate

and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of its public shareholders.

In the event of dissolution and liquidation, the public rights will expire and will be worthless.

will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

The Company’s IPO prospectus dated September 17, 2024 provides that

the Company initially had 15 months from the closing of the IPO to complete its initial business combination.

If the Company does not

complete a Business Combination within 15 months from the consummation of the Initial Public Offering, 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.

result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act

(As Revised) of the British Virgin Islands.

Accordingly, no vote would be required from the shareholders to commence such a voluntary

winding up, dissolution and liquidation.

If the Company is unable to consummate the Company’s Initial Business Combination within

such 15 months (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100%

of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion

of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims

of the Company’s public shareholders.

As approved by its shareholders at the Annual

Meeting of Shareholders on December 8, 2025 (the “2025 AGM”), YHN had on December 8, 2025 entered into an amendment (the “Trust

Amendment”) to the investment management trust agreement, dated as of September 17, 2024, by and between the Company and Continental

Stock Transfer & Trust Company, to provide YHN with the discretion to extend the date on which to commence liquidating the Trust Account

by three (3) times for an additional three (3) months each time from December 19, 2025 to September 19, 2026 by depositing into the trust

account an aggregate amount of $150,000 for each three-month extension.

YHN also filed the fourth amended and restated memorandum and

articles of association on December 8, 2025, giving YHN the right to extend the date by which YHN has to consummate a business combination

from December 19, 2025 (the date that is 15 months from the closing date of the IPO) to September 19, 2026 (the date that is 24 months

from the closing date of the IPO).

In connection with the shareholders vote at the 2025 AGM, 3,464,179 ordinary shares were tendered for

If the Company does not

complete a business combination by September 19, 2026 (assuming full extension), the Company will (i) as promptly as practicable, cease

all operations except for the purpose of making redemption and the subsequent winding up of the Company’s affairs;

(ii) as promptly

as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Company’s outstanding public shares

for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in

the trust account and not previously released to the Company or necessary to pay the Company’s taxes, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors,

seek to liquidate and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which

may take priority over the claims of its public shareholders.

In the event of dissolution and liquidation, the public rights will expire

and will be worthless.

Accordingly, the Company

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These conditions raise substantial doubt about the Company’s ability to continue

as a going concern if a business combination is not consummated by December 18, 2025.

These financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

unable to continue as a going concern.

as a going concern if a business combination is not consummated by September 19, 2026 (assuming full extension).

These financial statements

do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be

necessary should the Company be unable to continue as a going concern.

Off-balance Sheet

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Underwriting Agreement

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 up to 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.

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 up to 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.

Critical Accounting

shares subject to possible redemption

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares

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At all other times, ordinary shares are classified as shareholder’s 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

Accordingly, as of December 31, 2025 and 2024, 2,535,821

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 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

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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 December 31, 2024, the ordinary shares

subject to possible redemption reflected on the balance sheet are disclosed in the following table:

As of December 31, 2025, the ordinary shares subject

to possible redemption reflected on the balance sheet are disclosed in the following table:

Gross proceeds

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Ordinary shares subject to possible redemption as of December 31, 2024

Net 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

The net income (loss) per share presented in the statements of operations is based on the following:

Redemption of ordinary shares

(36,650,157 )

Subsequent remeasurement of ordinary shares subject to possible redemption - 2025

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.

associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair

The net income (loss) per share presented in the statements

of income is based on the following:

For the Year ended

December 31, 2025

For the Period from

December 18, 2023

(Inception) to

For the Year ended

December 31, 2024

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Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account

Other income earned in investments held in Trust Account

Total expenses

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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-K

Item 7. Management’s Discussion and Analysis