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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-20 · 888 added, 767 removed, 777 unchanged (68% of the section changed)

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Controls and Procedures

Disclosure controls

are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s

rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding

required disclosure.

Our management evaluated, with the participation of our current chief executive officer and chief financial officer

(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant

to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024,

our disclosure controls and procedures were effective.

Disclosure controls are

procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange

Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our

management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required

Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying

Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under

the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls

and procedures were effective.

We do not expect that

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Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and

procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

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OTHER INFORMATION

the year ended December 31, 2025, no director or officer adopted

or terminated

any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Form 10-K, our directors and executive officers are as follows:

Satoshi Tominaga

Poon Man Ka, Christy

Chief Executive Officer and Director

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of each our executive officers and directors:

Satoshi Tominaga.

has been serving as our chief executive officer since March 2024.

He has over two decades of extensive experience in investment

and private equity specializing in the technology, media, and telecommunications (TMT) sector.

Tominaga has been a managing

partner at Norwich Capital Limited since October 2020.

Prior to this, he was a managing partner at DeTiger Equity Fund in Asia from

May 2016 to June 2020.

As a managing partner of DeTiger Equity Fund, he has investment experience in blockchain technology

projects, including DeFi, exchanges, payments, lending, crypto trading, healthcare, data science, supply chain, internet of things (IoT),

artificial intelligence (AI), machine learning, big data analysis, and other fintech related projects.

From November 2017 to December 2020,

Tominaga served as an independent director to Tottenham Acquisition I Limited (Nasdaq:

TOTA), a SPAC which successfully

completed a merger with Clene Nanomedicine Inc., and subsequently, operated under the name Clene Inc.

CLNN), a clinical-stage biopharmaceutical

company specializing in therapeutics for neurodegenerative diseases in December 2020.

As of June 17, 2024, the reported closing

sale price of Clene Inc.

on The Nasdaq Capital Market was $0.37 per share.

From November 2014 to February 2016, Mr.

served as managing director who was responsible as the investment head of Japan at Fosun International Limited, one of the largest privately

owned conglomerates holding companies in China.

From October 2010 to September 2014, Mr.

Tominaga served as executive

director in Hong Kong for SBI Holdings Inc., an internet-based financial conglomerate spun off from tech giant Softbank.

SBI Holdings Inc., Mr.

Tominaga was assistant vice president at Daiwa Capital Markets Hong Kong Limited, an investment banking

company under Daiwa Securities Group, from September 2008 to September 2010.

Tominaga joined Daiwa Securities Group

in Japan to serve as a sales trader from January 2008 to September 2008.

Prior to that, Mr.

Tominaga served as a private

equity analyst at Calyon Capital Market Asia in Japan, from January 2007 to December 2007.

Tominaga started his career

as an analyst, eventually becoming a project leader at NTT DoCoMo Inc., the largest telecommunications company in Japan, from October 2003

to December 2006.

Tominaga earned his Bachelor of Science degree in Electrical Engineering from the University of California

in 2003 and a joint master’s degree in Global Finance from New York University and Hong Kong University of Science and

Technology in 2013.

We believe that Mr.

Tominaga is qualified to serve on our board of directors based on his extensive experience

in investment and private equity specializing in the TMT sector as well as his experience in completion of a successful de-SPAC.

Poon Man Ka, Christy.

has been serving as our chief executive officer since July 2025.

Possessing a wealth of experience in mergers & acquisitions, intellectual

property, public relations, and media marketing, Ms.

Poon currently serves as a Partner at Norwich Capital Limited, a position she has

held since July 2024.

In this role, she leverages her expertise to oversee diverse projects throughout Asia, focusing on corporate reorganization,

fundraising, management of intellectual property assets and advisory on US public listings.

Previously, Ms.

Poon held the position of

Vice President, Corporate Affairs & Operations at XIC Innovation Limited in May 2022.

During her tenure, she headed up the Legal and

Intellectual Property Department, concentrating on ensuring US listing compliance, managing a portfolio of hundreds of patents, and executing

strategic investments through private equity.

Simultaneously, she served as the General Manager of JM Production Limited.

Prior to this,

she was General Manager of JM Network Limited from February 2019, where she dedicated over 15 years to establishing a robust reputation

and fostering business growth in overseeing Hong Kong's leading outdoor media network.

Poon commenced her career in Hong Kong as an

Associate at Ketchum, Inc.

in June 2005, a global public relations firm headquartered in the US.

Within this capacity, she contributed

to corporate communications and investor relations initiatives for Hong Kong-listed companies.

She received her Bachelor of Arts degree

in Translation and Interpretation from Lingnan University, Hong Kong in 2001 and a Master of Science degree in Business & Community

from University of Bath, UK in 2003.

Poon's academic background encompasses linguistics, communications, business management and social

policy science.

Additionally, she has been accredited as an HKMAAL General Mediator since November 2023, specializing in mediation, conflict

resolution, and negotiation.

Furthermore, she holds accreditation as a Certified ESG Planner since July 2024.

Yangyujia An.

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spanning over twenty years, as well as experience in various industries ranging from aviation to energy to technology.

Mr Feng currently

serves as chairman at investment firms Yonghe Capital Group and Yongmei Lianhe (Shanghai) Investment Management Co., Ltd., each of which

he joined in July 2021.

currently serves as chairman at investment firms Yonghe Capital Group and Yongmei Lianhe (Shanghai) Investment Management Co., Ltd.,

each of which he joined in July 2021.

Previously, from December 2009 to June 2021, Mr.

Feng was Managing Director of SB China Venture

Capital (SBCVC), a leading venture capital firm that manages both USD and RMB funds investing in high-tech, high growth companies in

TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing.

SBCVC has successfully invested in various notable companies

such as Alibaba, Taobao, Focus Media, Global Data Solutions (Nasdaq:GDS), BGI Genomics, Ankon Technologies, Dian Diagnostics, and Edan

Instruments, among others.

Feng was chief executive officer of China Environment Ltd., an environmental protection technology

company listed in Singapore, from November 2008 to November 2009.

He was also the executive director, executive deputy general

manager and general manager at Tsinghua Tongfang Environment Co., Ltd., a Chinese state-owned software company, from September 2004

to October 2008, as well as the General Manager of Tongfang (Shanghai) Co., Ltd.

Feng was Managing Director of

SB China Venture Capital (SBCVC), a leading venture capital firm that manages both USD and RMB funds investing in high-tech, high

growth companies in TMT, clean technology, healthcare, consumer/retail, and advanced manufacturing.

SBCVC has successfully invested

in various notable companies such as Alibaba, Taobao, Focus Media, Global Data Solutions (Nasdaq:GDS), BGI Genomics, Ankon

Technologies, Dian Diagnostics, and Edan Instruments, among others.

Feng was chief executive officer of China Environment

Ltd., an environmental protection technology company listed in Singapore, from November 2008 to November 2009.

the executive director, executive deputy general manager and general manager at Tsinghua Tongfang Environment Co., Ltd., a Chinese

state-owned software company, from September 2004 to October 2008, as well as the General Manager of Tongfang

(Shanghai) Co., Ltd.

From March 1999 to August 2004, Mr.

was the deputy general manager and chief economist of China Machinery Energy Group, where he helped orchestrate the cooperation between

the Chinese and German governments in the production of key equipment for gas engines.

Within the same period, from April 1999 to May

Feng also served as an energy adviser to China’s State Bureau of Metallurgical Industry, and from June 1999 to July

2004, served as vice chairman and chief economist of AECC Aero-Engine Control Co., Ltd..

Prior to this, from January 1969 to

February 1999, Mr.

Feng served various roles including party committee member, manager, and deputy factory director at Hangzhou

Boiler Group Co., Ltd, a company committed to the R&D, manufacturing, and sales of industrial boilers, pressure vessels and other

Feng received his bachelor’s degree in Sports Psychology from Hangzhou University (now Zhejiang University)

Feng was the deputy general manager and chief economist of

China Machinery Energy Group, where he helped orchestrate the cooperation between the Chinese and German governments in the

production of key equipment for gas engines.

Within the same period, from April 1999 to May 2004, Mr.

Feng also served as an

energy adviser to China’s State Bureau of Metallurgical Industry, and from June 1999 to July 2004, served as vice chairman and

chief economist of AECC Aero-Engine Control Co., Ltd..

Prior to this, from January 1969 to February 1999,

Feng served various roles including party committee member, manager, and deputy factory director at Hangzhou Boiler Group

Co., Ltd, a company committed to the R&D, manufacturing, and sales of industrial boilers, pressure vessels and other products.

Feng received his bachelor’s degree in Sports Psychology from Hangzhou University (now Zhejiang University) in

He went on to complete a certification course in Economic Management Studies from Shanghai University of Finance and

Economics in 1990, and also became a visiting scholar for Economic Management, International Finance and International Trade at the University

of Southern California from August 1992 to June 1993.

Economics in 1990, and also became a visiting scholar for Economic Management, International Finance and International Trade at the

University of Southern California from August 1992 to June 1993.

We believe that Mr.

Feng is qualified to serve on our board of directors

based on his multiple decades of experience and networks in major companies over a wide range of industries.

has been serving as our independent director since March 2024.

Feng is qualified to serve on

our board of directors based on his multiple decades of experience and networks in major companies over a wide range of

serving as our independent director since March 2024.

Since December 2014, Mr.

Xu has been the legal representative

and managing director for investment firm Yongmei Lianhe (Shanghai) Investment Management Co., Ltd.

He also serves as a director and

deputy general manager of Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd, which he joined in December 2022, and as a

director and shareholder of venture capital firm JingWei Capital Holding Group Co., Ltd.

Xu has been the legal representative and

managing director for investment firm Yongmei Lianhe (Shanghai) Investment Management Co., Ltd.

He also serves as a director and deputy

general manager of Zhejiang Yong Zheng Shen He Enterprise Management Co., Ltd, which he joined in December 2022, and as a director

and shareholder of venture capital firm JingWei Capital Holding Group Co., Ltd.

since June 2023.

From September 2013 to

November 2014, Mr.

From September 2013 to November 2014,

Xu was general manager at Beijing Mainstaysource Technology Development Co., Ltd.

He served Beijing Billion

Power Health Technology Co., Ltd.

He served Beijing Billion Power Health Technology

as deputy general manager from July 2010 to June 2013.

Xu began his career as a

project manager at Beijing Delta Consulting Co., Ltd.

Xu began his career as a project manager at Beijing

Delta Consulting Co., Ltd.

from October 2007 to May 2010.

Xu received his Bachelor of Science

in Business Administration and Economics from Stockholm University in August 2004.

He also went on to earn a Master of Accounting

and Finance from Umeå University and a Master of Business Administration from Lund University in February 2007.

Xu is qualified to serve on our board of directors based on his leadership experience across several prominent companies,

coupled with his strong foundation in both the operational and financial aspects of business management.

Zhang has been serving as our independent director since March 2024.

She has a comprehensive background in traditional IPOs, reverse

M&A and SPAC listings in the U.S., having been a key player in the operational and administrative processes of several SPAC listings

and reverse merger transactions.

She currently serves as a consultant at Norwich Capital Limited, a boutique firm focused on SPAC sponsoring,

SPAC listing support services, and M&A and IPO support services, which she joined in April 2020 as her first employment.

received a bachelor’s degree in accounting and a bachelor’s degree in banking and finance from Monash University in April 2020.

Xu received his Bachelor of Science in Business Administration

and Economics from Stockholm University in August 2004.

He also went on to earn a Master of Accounting and Finance from Umeå

University and a Master of Business Administration from Lund University in February 2007.

We believe that Mr.

Xu is qualified

to serve on our board of directors based on his leadership experience across several prominent companies, coupled with his strong foundation

in both the operational and financial aspects of business management.

Zhang has been serving

as our independent director since March 2024.

She has a comprehensive background in traditional IPOs, reverse M&A and SPAC listings

in the U.S., having been a key player in the operational and administrative processes of several SPAC listings and reverse merger transactions.

She currently serves as a consultant at Norwich Capital Limited, a boutique firm focused on SPAC sponsoring, SPAC listing support services,

and M&A and IPO support services, which she joined in April 2020 as her first employment.

Zhang received a bachelor’s degree

in accounting and a bachelor’s degree in banking and finance from Monash University in April 2020.

We believe that Ms.

Zhang is qualified to serve on our board of directors based on her operational and prior experience with SPACs.

is qualified to serve on our board of directors based on her operational and prior experience with SPACs.

Involvement in Certain

Legal Proceedings

During the past ten

years, none of the Company’s executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding

traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that

were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations

of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities

During the past ten years,

none of the Company’s executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic

violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed

without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or

prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

During the past ten years except as discussed below (i) no petition has been filed under federal bankruptcy laws or any state insolvency

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by a court for the business or property of any of our executive officers, directors or nominees, and (iii) none of our executive officers,

directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years

before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.

directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years before

the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity.

As of the date of this

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against us or any of our executive officers or directors in their corporate capacity.

Number and Terms

of Office of Officers and Directors

Number and Terms of

Office of Officers and Directors

We have five directors.

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by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

of directors is authorized to appoint officers as it deems appropriate pursuant to our Charter.

directors is authorized to appoint officers as it deems appropriate pursuant to our Charter.

Director Independence

The rules of Nasdaq

require that a majority of our board of directors be independent within one year of our IPO.

Our board of directors has determined that

Zhengming Feng, Mr.

The rules of Nasdaq require

that a majority of our board of directors be independent within one year of our IPO.

Our board of directors has determined that Mr.

Donghui Xu, and Ms.

Min Zhang are “independent directors” as defined in Nasdaq rules and applicable

Our independent directors will have meetings at which only independent directors are present.

Min Zhang are “independent directors” as defined in Nasdaq rules and applicable SEC rules.

independent directors will have meetings at which only independent directors are present.

Committees of the

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Donghui Xu, and Ms.

Min Zhang, each of whom

is an independent director under Nasdaq’s listing standards.

Min Zhang, each of whom is

an independent director under Nasdaq’s listing standards.

Min Zhang is the Chairperson of the audit committee.

committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

● reviewing and discussing with management and the independent

auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included

in our Form 10-K;

● discussing with management and the independent auditor significant

financial reporting issues and judgments made in connection with the preparation of our financial statements;

● discussing with management major risk assessment and risk management

The audit committee’s

duties, which are specified in our Audit Committee Charter, include, but are not limited to:

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

● verifying the rotation of the lead (or coordinating) audit partner

having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with

applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services

to be performed by our independent auditor, including the fees and terms of the services to be performed;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

● determining the compensation and oversight of the work of the

independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)

for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential,

anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Financial Experts on Audit Committee

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Nasdaq listing

standards define “financially literate” as being able to read and understand fundamental financial statements, including

a company’s balance sheet, income statement and cash flow statement.

standards define “financially literate” as being able to read and understand fundamental financial statements, including a

company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the

committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite

professional certification in accounting, or other comparable experience or background that results in the individual’s financial

sophistication.

committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional

certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The board of directors has determined that Ms.

Min Zhang is qualified as an “audit committee financial expert,”

as defined under rules and regulations of the SEC.

Min Zhang is qualified as an “audit committee financial expert,” as defined

under rules and regulations of the SEC.

Corporate Governance and Nominating Committee

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Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which

are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:

● should have demonstrated notable or significant achievements

in business, education or public service;

● should possess the requisite intelligence, education and experience

to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its

deliberations;

● should have the highest ethical standards, a strong sense of

professionalism and intense dedication to serving the interests of the shareholders.

The guidelines for selecting nominees, which are

specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The corporate governance and nominating committee

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in evaluating a person’s candidacy for membership on the board of directors.

The corporate governance and nominating committee

may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time

to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

The corporate governance and nominating committee may

require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to

time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking

proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our

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Compensation Committee

We have established a compensation committee

of the board of directors, which consists of Mr.

We have established a compensation committee of

the board of directors, which consists of Mr.

Zhengming Feng, Mr.

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committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and approving the compensation of all of our other

executive officers;

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving the compensation of all of our other executive officers;

reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration

● reviewing and approving the compensation disclosure and analysis

prepared by Company management to be included in our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

implementing and administering our incentive compensation equity-based remuneration plans;

reviewing and approving the compensation disclosure and analysis prepared by Company management to be included in our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above,

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Code of Conduct and Ethics

We have adopted a code of conduct and ethics

that applies to all of our executive officers, directors and employees.

The code of conduct and ethics codifies the business and ethical

principles that govern all aspects of our business.

We have adopted a code of conduct and ethics that

applies to all of our executive officers, directors and employees.

The code of conduct and ethics codifies the business and ethical principles

that govern all aspects of our business.

Conflicts of Interest

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potential conflicts of interest:

● None of our officers and directors is required to commit their

full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

● In the course of their other business activities, our officers

and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well

as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and contractual obligations

and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● Our officers and directors may in the future become affiliated

with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our

● The insider shares owned by our officers and directors will

be released from escrow only if a business combination is successfully completed and subject to certain other limitations.

Additionally,

our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do

not complete a business combination.

Furthermore, our initial shareholders have agreed that the private units will not be sold or transferred

by them until after we have completed our initial business combination.

In addition, our officers and directors may loan funds to us

and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if

we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive

officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely

manner and securing the release of their shares.

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination.

Furthermore, our initial shareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination.

In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

Under British Virgin Islands law, directors owe

the company the following fiduciary responsibilities:

● duty to act in good faith in and with a view to what the director

believes to be in the best interests of the company as a whole;

● duty to exercise powers for the purposes for which those powers

were conferred and not for a collateral purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies

Act or the memorandum and articles of association;

● duty to exercise the care, diligence and skill that a reasonable

director would exercise in the circumstances taking into account, without limitation:

(a) the nature of the company;

(b) the nature of the decision;

undertaken by him;

● directors should not improperly fetter the exercise of future

● duty not to put themselves in a position in which there is a

conflict between their duty to the company and their personal interests;

duty to act in good faith in and with a view to what the director believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association;

duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation:

the nature of the company;

the nature of the decision;

the position of the director and the nature of the responsibilities undertaken by him;

directors should not improperly fetter the exercise of future discretion;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

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by the company, disclose the interest to the board of the company.

However, the failure of a director to disclose that interest does

not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to

be disclosed because the transaction is between the company and the director himself and is in the ordinary course of business and on

usual terms and conditions.

Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction

entered into by the company if (1) the material facts of the interest of the director in the transaction are known by the shareholders

and the transaction is approved or ratified by a resolution of shareholders entitled to vote at a meeting of shareholders or (2) the

company received fair value for the transaction.

However, the failure of a director to disclose that interest does not

affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed

because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and

Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into

by the company if (1) the material facts of the interest of the director in the transaction are known by the shareholders and the transaction

is approved or ratified by a resolution of shareholders entitled to vote at a meeting of shareholders or (2) the company received fair

value for the transaction.

Pursuant to the Companies Act and the company’s

third amended and restated memorandum and articles of association, so long as a director has disclosed any interests in a transaction

fourth amended and restated memorandum and articles of association, so long as a director has disclosed any interests in a transaction

entered into or to be entered into by the company to the board, he/she may:

vote on a matter relating to the transaction;

(2) attend a meeting of directors at which a matter relating

to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum;

(3) sign a document on behalf of the company or do any other

thing in his capacity as a director, that relates to the transaction.

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum;

sign a document on behalf of the company or do any other thing in his capacity as a director, that relates to the transaction.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result

of their position.

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the third

This can be done by way of permission granted in the fourth

amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

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pre-existing fiduciary or contractual obligations of our officers and directors:

of Individual

of Affiliated Company

Satoshi Tominaga

Name of Individual

Name of Affiliated Company

Poon Man Ka, Christy

Norwich Capital Limited

Managing Partner

Norwich Capital Limited

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Independent Consultant

In connection with the vote required for any

business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective

insider shares and any shares purchased in the IPO or following the IPO in the open market (other than shares acquired outside the redemption

process in connection with our initial business combination, in compliance with Rule 14e-5 of the Exchange Act) in favor of any

proposed business combination.

In addition, they have agreed to waive their respective rights to participate in any liquidation distribution

with respect to those ordinary shares acquired by them prior to the IPO.

In connection with the vote required for any business

combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider

shares and any shares purchased in the IPO or following the IPO in the open market (other than shares acquired outside the redemption

process in connection with our initial business combination, in compliance with Rule 14e-5 of the Exchange Act) in favor of any proposed

business combination.

In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with

respect to those ordinary shares acquired by them prior to the IPO.

If they purchase ordinary shares in the IPO or in the open market,

however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert

such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an

amendment to our third amended and restated memorandum and articles of association relating to pre-business combination activity.

such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment

to our fourth amended and restated memorandum and articles of association relating to pre-business combination activity.

All ongoing and future transactions between us

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Such transactions will require prior approval by our audit committee and a majority of

our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in

either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction

unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction

our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either

case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless

our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction

are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we

have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors

or initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination

have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or

initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination

is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested

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Such indemnity only applies if the person acted honestly and in good faith with a view to what the person believes is in

the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their

conduct was unlawful.

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the

best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in

the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved.

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself,

create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that

the person had reasonable cause to believe that his conduct was unlawful.

the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct

was unlawful.

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests

of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of

fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved.

The termination

of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption

that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable

cause to believe that his conduct was unlawful.

We will enter into agreements with our officers

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We will purchase a policy of directors’ and officers’

liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some

circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders

from bringing a lawsuit against our directors for breach of their fiduciary responsibilities.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might

otherwise benefit us and our shareholders.

Furthermore, shareholders’ investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances

and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders from

bringing a lawsuit against our directors for breach of their fiduciary responsibilities.

These provisions also may have the effect of

reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise

benefit us and our shareholders.

Furthermore, shareholders’ investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance

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under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have

been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is

theretofore unenforceable.

been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore

unenforceable.

Insider Trading Policy

have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors,

officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider

trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information

(the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and

is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit

19.1 and is incorporated herein by reference.

We have adopted insider trading policies and procedures

governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate

family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq

listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”).

The foregoing

description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into

any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

We have not entered into any employment agreements

with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

We pay $10,000 per month

administrative fee to an affiliate of our Sponsor until completion of our initial business combination or our liquidation.

officer has received any cash compensation for services rendered to us.

No compensation of any kind, including finders, consulting or

other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates,

prior to, or for any services they render in order to effectuate, the consummation of a business combination.

However, such individuals

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

There is no limit on the amount of these out-of-pocket

expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,

which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

We pay $10,000 per month administrative fee to

an affiliate of our Sponsor until completion of our initial business combination or our liquidation.

No executive officer has received

any cash compensation for services rendered to us.

No compensation of any kind, including finders, consulting or other similar fees, will

be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services

they render in order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

There is no limit on the amount of these out-of-pocket expenses and there will be no review of the

reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement,

or a court of competent jurisdiction if such reimbursement is challenged.

Clawback Policy

July 2024, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery

of incentive compensation received by any the Company’s current and former executive officers (as determined by the board in accordance

with Section 10D of the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed

subject to the Clawback Policy by the board (collectively, the “Covered Executives”) during the three completed fiscal years

immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to

the Company’s material noncompliance with any financial reporting requirement under the securities laws.

The amount to be recovered

will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation

that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting

restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

The foregoing

description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the

Clawback Policy, a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference.

In July 2024, our board

of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation

received by any the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of

the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback

Policy by the board (collectively, the “Covered Executives”) during the three completed fiscal years immediately preceding

the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s

material noncompliance with any financial reporting requirement under the securities laws.

The amount to be recovered will be the excess

of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have

been paid to the Covered Executive had it been based on the restated results, as determined by the board.

If the board cannot determine

the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement,

then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

The foregoing description

of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy,

a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary

The following table sets

forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by:

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our officers and directors;

all of our officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our

ordinary shares beneficially owned by them.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially

owned by them.

Name and Address of Beneficial Owner (1)

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YHN Partners I Limited (2)

Satoshi Tominaga

Poon Man Ka, Christy

Zhengming Feng

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KARPUS MANAGEMENT, INC.

Ramya Rao (4)

Barclays PLC (4)

Mizuho Financial Group, Inc.

Berkley Corporation (6)

Westchester Capital Management, LLC (7)

Rivernorth Capital Management, LLC (8)

Feis Equities LLC / Lawrence M.

Less than 1%.

(1) Unless otherwise indicated, the business address of each of

the individuals is c/o YHN Acquisition I Limited, 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong.

Unless otherwise indicated, the business address of each of the individuals is c/o YHN Acquisition I Limited, 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong.

Represents shares held by YHN Partners I Limited, our sponsor.

Includes 250,000 Ordinary Shares

comprising the private units purchased by the sponsor.

Pui Chun Wong is the controlling shareholder of our sponsor by virtue of

having 100% voting power in the sponsor.

Includes 250,000 Ordinary Shares comprising the private units purchased by the sponsor.

Pui Chun Wong is the controlling shareholder of our sponsor by virtue of having 100% voting power in the sponsor.

The registered address for our sponsor is 1 st Floor, Columbus Centre, P.O.

Box 2283, Road Town, Tortola, British Virgin Islands.

(3) Information is based solely on a report on Schedule 13G filed

by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus” or the “Reporting Person”) on January 7,

Information is based solely on a report on Schedule 13G/A filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus” or the “Reporting Person”) on January 7, 2026.

Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

Karpus is controlled by City

of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange;

however, in accordance with SEC Release

34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and

investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial

ownership is not required between Karpus and CLIG.

Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange;

however, in accordance with SEC Release No.

34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG.

The shares are owned directly by the accounts managed by Karpus.

(4) Information is based solely on a report on Schedule 13G filed

by Ramya Rao on February 7, 2025.

(5) Information is based solely on a report on Schedule 13G filed

by Mizuho Financial Group, Inc.

on February 13, 2025.

Information is based solely on a report on Schedule 13G/A filed by Barclays PLC on March 21, 2025.

Business address is 1 Churchill Place, London - E14 5HP.

Information is based solely on a report on Schedule 13G/A filed by Mizuho Financial Group, Inc.

on August 13, 2025.

Mizuho Financial Group, Inc., Mizuho Bank, Ltd.

and Mizuho Americas LLC may be

deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

Information is based solely on a report on Schedule 13G/A filed by W.

Berkley Corporation on August 8, 2025.

The principal business address is 475 Steamboat Road, Greenwich, CT 06830.

Information is based solely on a report on Schedule 13G filed by Westchester Capital Management, LLC on May 14, 2025.

Westchester Capital Management, LLC ("Westchester") is a Delaware limited liability company.

Westchester, a registered investment adviser, serves as sub-advisor to each of The Merger Fund ("MF"), The Merger Fund VL ("MF VL"), Virtus Westchester Credit Event Fund ("CEF") and JNL Multi-Manager Alternative Fund ("JARB" together with MF, MF VL and CEF, the "Funds").

The Funds directly hold ordinary shares of the Company for the benefit of the investors in those Funds.

Roy Behren and Mr.

Shannon each serve as Co-Presidents of Westchester.

The principal business address is 100 Summit Lake Drive, Valhalla, NY 10595.

Information is based solely on a report on Schedule 13G filed by Rivernorth Capital Management, LLC on August 14, 2025.

The principal business address is 360 S.

Rosemary Avenue, Ste.

1420, West Palm Beach, Florida 33401.

Information is based solely on a report on Schedule 13G/A filed by Feis Equities LLC and Lawrence M.

Feis on February 2, 2026.

The principal business address is 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Insider Shares

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April 2024, the Company issued an aggregate of 1,725,000 insider shares to the initial shareholders in exchange for cash of $25,000.

In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares

are forfeited in February 2025.

Our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except

to certain permitted transferees) until 180 days after the completion of our initial business combination, Notwithstanding the foregoing,

the insider shares will be released from the 180-day lock-up on the earlier of (1) 150 days after the date of the consummation of our

initial business combination if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,

share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after

our initial business combination or (2) after the date of the consummation of our initial business combination, and subsequently, we

consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right

to exchange their ordinary shares for cash, securities or other property.

November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore 225,000 founder shares are forfeited

in February 2025.

Our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted

transferees) until 180 days after the completion of our initial business combination, Notwithstanding the foregoing, the insider shares

will be released from the 180-day lock-up on the earlier of (1) 150 days after the date of the consummation of our initial business combination

if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination or (2)

after the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange

or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities

or other property.

Private Placement

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Conflicts of Interest

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities

pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity

offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity

as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and

would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without

violating another legal obligation.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity

which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will

honor his or her obligations and duties to present such business combination opportunity to such entities first, and only present it

to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

We do not believe, however,

that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete

our initial business combination.

third amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered

to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another

legal obligation.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable

for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor his or her

obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities

reject the opportunity and he or she determines to present the opportunity to us.

We do not believe, however, that the fiduciary, contractual

or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination.

Services Arrangements

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consummation by the Company of a Business Combination or the Company’s liquidation.

For the year ended December 31, 2024 and period

from December 18, 2023 (inception) to December 31, 2023, the Company incurred $30,000 and $nil in such fees.

For the years ended December 31, 2025 and 2024,

the Company incurred $154,000 and $30,000 in such fees.

There will be no finder’s

2 unchanged sentences

the consummation of our Business Combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as payment of customary fees incurred during the election of directors and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were

made to our Sponsor, executive officers or directors, or our or their affiliates.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as payment of customary fees incurred during the election of directors and performing

due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our

Sponsor, executive officers or directors, or our or their affiliates.

After the completion

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materials or tender offer materials furnished to our stockholders in connection with a proposed Business Combination.

It is unlikely

the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination

It is unlikely the

amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination

business will be responsible for determining executive officer and director compensation.

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of an initial public offering of our securities or the date on we determine not to conduct an initial public offering of our securities.

As of December 31, 2024, the Company fully repaid

$281,663 to the Sponsor which are included in the amounts that will be due under the promissory note in the principal amount of

up to $500,000 issued to the Sponsor.

As of December 31, 2025 and 2024, we had a temporary

2 unchanged sentences

Registration Rights

September 17, 2024, we entered into a registration rights agreement pursuant to which the Company granted certain registration rights

to the holders of the insider shares, Private Placement Units (and their underlying securities) and any Units that may be issued upon

conversion of the working capital loans (and underlying securities).

The holders of these securities are entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to

require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

On September 17, 2024,

we entered into a registration rights agreement pursuant to which the Company granted certain registration rights to the holders of the

insider shares, Private Placement Units (and their underlying securities) and any Units that may be issued upon conversion of the working

capital loans (and underlying securities).

The holders of these securities are entitled to make up to three demands, excluding short form

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company

to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

ACCOUNTING FEES AND SERVICES

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Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by the chosen registered public accounting firm in connection with regulatory filings.

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by

the chosen registered public accounting firm in connection with regulatory filings.

The aggregate fees billed by Adeptus for professional

services rendered for the audit of our annual financial statements and other required filings with the SEC for year ended December 31,

2024 and period from December 18, 2023 (inception) to December 31, 2023 totaled approximately $71,000 and $23,000, respectively.

above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

services rendered for the audit of our annual financial statements and other required filings with the SEC for years ended December 31,

205 and 2024 totaled approximately $41,000 and $71,000, respectively.

The above amounts include interim procedures and audit fees, as

well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review

of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Adeptus for

consultations concerning financial accounting and reporting standards during the year ended December 31, 2024 and period from December

18, 2023 (inception) to December 31, 2023.

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Adeptus for consultations

concerning financial accounting and reporting standards during the years ended December 31, 2025 and 2024, respectively.

We did not pay Adeptus for tax

planning and tax advice for the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023.

planning and tax advice for the years ended December 31, 2025 and 2024, respectively.

All Other Fees .

We did not pay Adeptus

for other services for the year ended December 31, 2024 and period from December 18, 2023 (inception) to December 31, 2023.

for other services for the years ended December 31, 2025 and 2024, respectively.

Pre-Approval of Services

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior

to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a

going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed

for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in

the Exchange Act which are approved by the audit committee prior to the completion of the audit).

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023

Notes to Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

Financial Statement Schedules:

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September 19, 2024

Fourth Amended and Restated Memorandum and Articles of Association

December 10, 2025

Specimen Unit Certificate of the Company

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Promissory Note dated April 12, 2024 issued by the Company to the Sponsor

Amended and Restated Business Combination Agreement, dated as of June 3, 2025 by and between YHN Acquisition I Limited, Mingde Technology Limited, and YHNA MS I LIMITED and YHNA MS II LIMITED

Joinder Agreement dated May 8, 2025 by and between YHNA MS I LIMITED, YHNA MS II LIMITED, YHN Acquisition I Limited and Mingde Technology Limited

Amendment No.

1 to Amended and Restated Business Combination Agreement, dated November 7, 2025, by and among YHN Acquisition I Limited, YHNA MS I Limited, YHNA MS II Limited and Mingde Technology Limited

November 10, 2025

Amendment No.

2 to Amended and Restated Business Combination Agreement, dated November 7, 2025, by and among YHN Acquisition I Limited, YHNA MS I Limited, YHNA MS II Limited and Mingde Technology Limited

December 17, 2025

Amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company dated as of December 8, 2025

December 10, 2025

Code of Ethics of the Company

1 unchanged sentence

Insider Trading Policy

March 20, 2025

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

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Clawback Policy

March 20, 2025

Inline XBRL Instance Document.

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YHN ACQUISITION I LIMITED

Financial Statements

For the Year Ended December 31, 2024 and

the Period from December 18, 2023 (Inception)

to December 31, 2023

YHN ACQUISITION I LIMITED

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 3686)

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023

Statements of Cash Flows for the Year Ended December 31, 2024 and for the Period From December 18, 2023 (Inception) to December 31, 2023

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Shareholders of

YHN Acquisition I Limited

the Year Ended December 31, 2025

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of YHN Acquisition I Limited

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of YHN Acquisition I Limited as of December 31, 2024 and 2023, and the related statements of operations, shareholders’ (deficit),

and cash flows for the year ended December 31, 2024 and the period December 18, 2023 (inception) through December 31, 2023, and the related

notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows

for the year ended December 31, 2024 and the period December 18, 2023 (inception) through December 31, 2023, in conformity with accounting

principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of YHN Acquisition I Limited (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of

income, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

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As discussed in Note 1 to the financial statements, the

Company has an accumulated deficit and needs to raise additional funds to meet its obligations and sustain operations which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Company has limited cash, a working capital deficit of $692,191, and an accumulated deficit and needs to raise additional funds to meet

its obligations and sustain operations which raises substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

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with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

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Adeptus Partners, LLC

Ocean, New Jersey

March 26, 2026

YHN ACQUISITION I LIMITED

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

December 31, 2025

December 31, 2024

Current assets:

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Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 6,000,000 shares (at redemption price of $ 10.18 per share)

Ordinary shares subject to possible redemption, 2,535,821 and 6,000,000 shares, respectively (at redemption price of $ 10.67 and $ 10.18 per share, respectively)

Shareholders’ Deficit:

Ordinary shares, no par value;

Ordinary shares, no

shares authorized;

1,750,000 and 1,725,000 (1) shares issued and outstanding (excluding 6,000,000 and 0 shares, subject to possible redemption), respectively

Stock subscription receivable

and 1,750,000

shares issued and outstanding (excluding 2,535,821 and 6,000,000 shares, subject to possible redemption), respectively

Accumulated deficit

( 2,192,191 )

Total Shareholders’ Deficit

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

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

over-allotment option is not exercised in full or in part.

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

900,000 Units, therefore 225,000 founder shares are subject to forfeiture.

See accompanying notes to financial statements.

( 2,192,191 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

See accompanying notes to consolidated financial

YHN ACQUISITION I LIMITED

STATEMENTS OF OPERATIONS

(Inception) to

CONSOLIDATED STATEMENTS OF INCOME

For the Year ended December 31, 2025

For the Year ended December 31, 2024

Formation and operating costs

$ ( 1,136,899 )

$ ( 286,649 )

Other income:

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Total other income

NET INCOME (LOSS)

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

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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’

over-allotment option is not exercised in full or in part.

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

900,000 Units, therefore 225,000 founder shares are subject to forfeiture.

See accompanying notes to financial statements.

See accompanying notes to consolidated financial

YHN ACQUISITION I LIMITED

STATEMENTS OF CHANGES IN SHAREHOLDERS’

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

Year ended December 31, 2025

Ordinary shares

Accumulated deficit

Total shareholders’ deficit

Balance as of December 31, 2024

$ ( 905,321 )

Subsequent remeasurement of ordinary shares subject to possible redemption

( 2,611,987 )

Balance as of December 31, 2025

$ ( 2,192,191 )

Year ended December 31, 2024

Ordinary shares

shareholders’

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$ ( 905,321 )

For the period from December 18, 2023 (Inception)

to December 31, 2023

Ordinary shares

shareholders’

Issuance of ordinary shares at inception (1)

Issuance of ordinary shares to founder

Stock subscription receivable

Balance as of December 31, 2023 (2)

(1) On December 18, 2023 (date of inception), the Company issued 10,000 ordinary shares with no par value to the Sponsor.

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

over-allotment option is not exercised in full or in part.

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

900,000 Units, therefore 225,000 founder shares are subject to forfeiture.

See accompanying notes to financial statements.

See accompanying notes to consolidated financial

YHN ACQUISITION I LIMITED

STATEMENTS OF CASH FLOWS

(Inception) to

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 2025

Year ended December 31, 2024

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Dividend income earned in cash and investments held in trust account

( 2,461,987 )

Change in operating assets and liabilities:

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Net cash used in operating activities

( 1,108,679 )

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection to redemption

Proceeds deposited in Trust Account

( 60,300,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 60,300,000 )

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Repayment to related party under promissory note

Advance from related party

Net cash provided by financing activities

Redemption of ordinary shares

( 36,650,157 )

Advance from sponsor

Net cash (used in) provided by financing activities

( 35,920,178 )

NET CHANGE IN CASH

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Accrued underwriting compensation

See accompanying notes to financial statements.

See accompanying notes to consolidated financial

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

ORGANIZATION AND BUSINESS BACKGROUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

AND BUSINESS BACKGROUND

YHN Acquisition I Limited (the “Company”)

or “we”, “us” and “our”) is a newly organized blank check company incorporated on December 18, 2023,

under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation,

purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business

combination with one or more businesses or entities (“Business Combination”).

The Company is not limited to a particular industry

or geographic region for purposes of consummating a Business Combination.

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

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The Company has selected December 31 as its fiscal year end.

YHNA MS I Limited (“PubCo” or “Purchaser”)

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

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.

Merger Sub is wholly owned by PubCo.

As of December 31, 2025, the Company had not yet

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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

Offering of 6,000,000 units (the “Public Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 60,000,000 to the

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.

Each whole Public Right will entitle

the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit in a private placement to YHN Partners I Limited (the “Sponsor”), generating gross

proceeds of $ 2,500,000 to the Company.

Each Private Placement Unit consists of one ordinary share (the “Private Placement

Share”) and one right (“Private Placement Right”).

Public Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit in a private placement to YHN Partners I Limited (the “Sponsor ” ),

generating gross proceeds of $ 2,500,000 to the Company.

Each Private Placement Unit consists of one ordinary share (the “Private

Placement Share”) and one right (“Private Placement Right”).

Each Private Placement Right will entitle the holder to

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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

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.

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

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 or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem

their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.05 per share, plus any

pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions

the Company will pay to the underwriters (as discussed in Note 7).

The ordinary shares subject to redemption will be recorded at

a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting

Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or

conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their Public

Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.05 per share, plus any pro rata interest

earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount

to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriters (as discussed in Note 7).

The ordinary shares subject to redemption will be recorded at a redemption value and

classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination

if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company

seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If a shareholder

vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will,

pursuant to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and

Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included

in a proxy statement with the SEC prior to completing a Business Combination.

if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks

shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If a shareholder vote

is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant

to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in

a proxy statement with the SEC prior to completing a Business Combination.

The Company’s initial shareholders (the

“initial shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement

Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in

favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles

of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business

Combination or affect the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company

does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders

with the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote;

any founder shares and Private Placement Shares as well as any Public Shares purchased during or after the Initial Public Offering for

cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer

in connection with a Business Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to

shareholder’s rights of pre-Business Combination activity and (d) that the founder shares and Private Placement Shares

shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the initial

shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or

after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company will have until December 18,

2025 (the “Combination Period”) initially to consummate a Business Combination.

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 had entered into an amendment to the investment management trust agreement with

Continental Stock Transfer & Trust Company to extend the date on which to commence liquidating the trust account.

The Company will

have until June 19, 2026 (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),

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

20 unchanged sentences

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

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

China and in the business of operating online sports platforms and providing technological solutions for health product stores.

to the Letter of Intent, the Company will effect a business combination (the “Business Combination”) with Holdco based on

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.

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 ”),

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

Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and

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

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

On December 8, 2025, in connection with the

shareholders vote at the Annual Meeting, 3,464,179

shares were redeemed by certain shareholders at a price of approximately $ 10.58

per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $ 36,650,157 .

On December 8, 2025, the Company had 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 the Company with the discretion to extend the date

on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s

initial public offering (the “IPO”) 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.

filed the fourth amended and restated memorandum and articles of association on December 8, 2025, giving the Company the right to extend

the date by which the Company 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).

On December 15, 2025, the parties to the Business

Combination Agreement further entered into an Amendment No.

2 to the Business Combination Agreement (the “Amendment No.

The Amendment No.

2 serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business

Combination Agreement) to June 19, 2026.

As of the date of this report, the Company

has extended two times by an additional three-month each time, and so it now has until June 19, 2026 to consummate a business

Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust

agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the

Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, must deposit

into the Trust Account $150,000

on or prior to the date of the applicable deadline.

On each of December 15, 2025 and March 19, 2026, the Company has deposited in

an amount of $ 150,000 into

the Trust Account in order to extend the amount of available time to complete a business combination until June 19, 2026.

Going Concern Consideration

As of December 31, 2024, the Company had cash

of $ 669,250 and a working capital of $ 594,679 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been

satisfied through the net proceeds from the IPO and the Private Placement.

The Company has incurred and expects to continue to incur significant

professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of

a Business Combination.

The Company will have until 15 months from the

closing of the Initial Public Offering to consummate a Business Combination.

As of December 31, 2025, the Company had

cash of $ 140,550 and a working capital deficit of

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 initially had 15 months from the consummation

of the Initial Public Offering to consummate the initial 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.

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.

As a 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

Accordingly, no vote would be required from the shareholders to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate a Business Combination 2 times (for a total of up to 21 months from the

consummation of the Initial Public Offering to complete a Business Combination).

If the Company is unable to consummate the Company’s

Initial Business Combination by June 19, 2026 (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.

If the Company does

not complete a business combination by September 19, 2026 (assuming full extension), 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;

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.

In connection with the Company’s assessment

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provide assurance that new financing will be available to it on commercially acceptable terms if at all.

These conditions raises substantial

These conditions raise substantial

doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States

of America (“U.S.

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in

the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of consolidation

The consolidated financial statements include the

consolidated financial statements of the Company and its subsidiaries.

All significant intercompany 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 consolidated

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

Schedule of consolidated

financial statements reflect the activities

YHNA MS I Limited

A Cayman Islands company

Incorporated on April 29, 2025

100 % owned by the Company

YHNA MS II Limited (“Merger Sub”)

A Cayman Islands company

Incorporated on April 29, 2025

100 % owned by the PubCo

· Emerging growth company

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approval of any golden parachute payments not previously approved.

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act

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Use of estimates

In preparing these financial statements in conformity

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

In preparing these consolidated financial statements

in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported expenses during

the reporting period.

Making estimates requires management to exercise

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

that existed at the date of the 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.

● Cash and cash equivalent

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The company had $ 669,250 and $0 in

cash as of December 31, 2024 and 2023, respectively.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

Cash and cash equivalents

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 $ 140,550

and $ 669,250 in cash as of December 31, 2025 and

2024, respectively.

The Company did no t

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

Cash and marketable securities held in trust account

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Treasury securities.

securities are presented on the balance sheets at fair value at the end of each reporting period.

Earnings on these securities are included

in dividend income in the accompanying statements of operations and is automatically reinvested.

The fair value for these securities is

determined using quoted market prices in active markets.

securities are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Earnings on these securities

are included in dividend income in the accompanying consolidated statements of income and is automatically reinvested.

The fair value

for these securities is determined using quoted market prices in active markets.

Ordinary shares subject to possible redemption

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

Accordingly, as of December 31, 2024 and 2023, 6,000,000 and 0 ordinary

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

section of the Company’s balance sheets, respectively.

If it is probable that the equity instrument will become redeemable, the

Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that

it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize

changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value

at the end of each reporting period.

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 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 FINANCIAL STATEMENTS

As of December 31, 2024, the ordinary shares subject

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

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 December 31, 2025 and 2024, the ordinary

shares subject to possible redemption reflected on the consolidated balance sheets are disclosed in the following table:

Schedule of ordinary shares subject to possible redemption

Gross proceeds

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

Redemption of ordinary shares

( 36,650,157 )

Subsequent remeasurement of ordinary shares subject to possible redemption - 2025

Ordinary shares subject to possible redemption as of December 31, 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

share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection

with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect

to its pre-business combination activities.

In the event that the Company will not be the surviving company upon completion of a Business

Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one-tenth

(1/10) of a share underlying each right upon consummation of the Business Combination.

No additional consideration will be required to

be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive

agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive

in the transaction on an as-converted into ordinary share basis.

Rights — Except in cases where the

Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

(1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all

shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated

Memorandum and Articles of Association with respect to its pre-business combination activities.

In the event that the Company will

not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively

redeem his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the

Business Combination.

No additional consideration will be required to be paid by a holder of Public Rights in order to receive his,

her or its additional ordinary shares upon consummation of a Business Combination.

The shares issuable upon exchange of the rights

will be freely tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement

for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the

holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on

an as-converted into ordinary share basis.

The Company will not issue fractional shares in

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Changes in the estimated fair value of the

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

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

rights are recognized as a non-cash gain or loss on the consolidated statements of income.

As the rights issued upon the IPO and private

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The Company has not experienced losses on this account.

● Deferred offering costs

Deferred offering costs consist of underwriting,

legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that was

charged to shareholders’ deficit upon the completion of the Initial Public Offering.

● Income taxes

Income taxes are determined in accordance with

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Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts

of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

ASC 740 prescribes a comprehensive model for how

companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to

be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely

than not the position will be sustained upon examination by the tax authorities.

The Company’s management determined that the British

Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of December 31, 2024 and 2023.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

companies should recognize, measure, present, and disclose in their 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 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 December 31, 2025 and 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

9 unchanged sentences

· Net income (loss) per share

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

calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share”.

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.

5 unchanged sentences

as the redemption value approximates fair value.

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

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

(loss) per share is presented in the consolidated statements of income as follows:

Schedule of net income (loss) per share

For the Year ended

December 31, 2025

For the Period from

December 18, 2023 (Inception) to

For the Year ended

December 31, 2024

6 unchanged sentences

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

1 unchanged sentence

$ ( 263,496 )

$ ( 138,127 )

Denominators:

2 unchanged sentences

Related parties

Parties, which can be a corporation or individual,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are

subject to common control or common significant influence.

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,

to control the other party or exercise significant influence over the other party in making financial and operational decisions.

are also considered to be related if they are subject to common control or common significant influence.

Fair value of financial instruments

The fair value of the Company’s assets and

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

carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

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

approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

The Company applies ASC 820, which establishes

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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 FINANCIAL STATEMENTS

The following table presents information about

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

the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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

Treasury Securities held in Trust Account

Recent accounting pronouncements

In August 2020, the Financial Accounting

Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required

under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope

exception, and it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective January 1, 2024 and

should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company’s

management does not believe the adoption of ASU 2020-06 will have a material impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe

the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any other recently

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

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 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.

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.

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.

Each whole Public Right entitles the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business

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

10 unchanged sentences

paid-in capital).

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

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.

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

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RELATED PARTY TRANSACTIONS

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.

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.

The Company consummated the sale of 250,000 Private

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to the Company.

Promissory note - related party

On April 12, 2024, the Company issued an unsecured

promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 (the “Promissory

The Promissory Note is non-interest bearing and payable on the earlier of consummation of an initial public offering of

our securities or the date on we determine not to conduct an initial public offering of our securities.

As of December 31, 2024, the Company fully repaid

$ 281,663 to the Sponsor which are included in the amounts that will be due under the promissory note in the principal amount of up

to $ 500,000 issued to the Sponsor.

Administrative

Services Agreement

An affiliate of the Sponsor agreed that, commencing

from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of

a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office

space, administrative and support services, as the Company may require from time to time.

The Company has agreed to pay the affiliate

of the Sponsor $ 10,000 per month for these services commencing on the closing date of this offering for 15 months.

For the year ended

December 31, 2024, the Company incurred $ 30,000 in fees for these services included in formation and operations costs in the statements

of operations.

As of December 31, 2024, the unpaid balance was $ 30,000 included in amount due to sponsor in the balance sheets.

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 (or up to 21 months).

For years ended December 31, 2025 and 2024, the Company incurred $ 124,000

in fees for these services included in formation and operations costs in the consolidated statements of income, respectively.

December 31, 2025 and 2024, the unpaid balance was $ 154,000

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

Amount due to Sponsor

As of December 31, 2024, we had a temporary advance

of $ 60,059 from our Sponsor.

As of December 31, 2025 and 2024, the

Company had a temporary advance of $ 790,038

from the Sponsor, respectively.

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

YHN ACQUISITION I LIMITED

NOTES TO FINANCIAL STATEMENTS

SHAREHOLDERS’ DEFICIT

Ordinary shares

The Company is authorized to issue 500,000,000 ordinary

shares with no par value.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of December 31, 2024, there were 1,750,000

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

The Company is authorized to issue 500,000,000

ordinary shares with no

Holders of the Company’s ordinary shares are entitled to one

vote for each share.

As of December 31, 2025 and 2024, there were

and 1,750,000

ordinary shares issued and outstanding excluding 2,535,821

and 6,000,000

ordinary shares subject to possible redemption, respectively.

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

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its rights in order to receive 1/10 share underlying each right (without paying additional consideration).

The shares issuable upon

exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

The shares issuable upon exchange

of the rights will be freely tradable (except to the extent held by affiliates of the Company).

COMMITMENTS AND CONTINGENCIES

Risk and uncertainties

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

subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders

from whom shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the

time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market

value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain

exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide

regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies to repurchases 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

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

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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.

option to purchase up to 900,000 Units (over and above 6,000,000 Units referred to above) solely to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

In November 2024, the underwriters did not exercise their 45-day

option to purchase 900,000 Units.

The underwriters are entitled to a cash underwriting

discount of 2.5 % of the gross proceeds of the Initial Public Offering, or $ 1,500,000 , upon the closing of the Business Combination,

subject to a minimum of $ 500,000 .

discount of 2.5% of the gross proceeds of the Initial Public Offering, or $1,500,000, upon the closing of the Business Combination, subject

to a minimum of $500,000.

SEGMENT INFORMATION

ASC Topic 280, “ Segment Reporting ,”

establishes standards for companies to report in their consolidated financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how

to allocate resources and assess performance.

The Company’s chief operating decision

maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the operating results for the Company as

a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company 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

and interest and dividends earned on investments held in Trust Account which are included in the accompanying consolidated statements

The key measures of segment profit or loss reviewed

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

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

2 unchanged sentences

but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet

date, up through the date the Company issued the financial statements.

On January 15, 2025, the Company entered into

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

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

in the business of operating online sports platforms and providing technological solutions for health product stores.

Pursuant to the

Letter of Intent, the Company will effect a business combination (the “Business Combination”) with Holdco based on an equity

valuation of $ 396 million.

date, up through the date the Company issued the consolidated financial statements.

On March 19, 2026, the Company has

deposited in an amount of $150,000 into the Trust Account in order to extend the amount of available time to complete a

business combination until June 19, 2026.

Pursuant to the requirements

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YHN ACQUISITION I LIMITED

/s/ Satoshi Tominaga

Satoshi Tominaga

/s/ Poon Man Ka, Christy

Poon Man Ka, Christy

Chief Executive Officer

March 31, 2026

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints Satoshi Tominaga, his or her attorney-in-fact,

with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and

to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby

ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Satoshi Tominaga

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Poon Man Ka, Christy, his or her attorney-in-fact, with

the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file

the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying

and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Poon Man Ka, Christy

Chief Executive Officer

March 31, 2026

Satoshi Tominaga

(Principal executive officer), Director and

Chairperson of the Board of Directors

Poon Man Ka, Christy

(Principal executive officer), Director and Chairperson of the Board of Directors

/s/ Yangyujia An

13 unchanged sentences

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 9A. Controls and Procedures