What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 164 added, 116 removed, 174 unchanged (62% of the section changed)

1 unchanged sentence

of Financial Condition and Results of Operations.

References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to YHN Acquisition I Limited.

References in this report (the

“Quarterly Report”) to “we,” “us” or the “Company” refer to YHN Acquisition I Limited.

References to our “management” or our “management team” refer to our officers and directors.

34 unchanged sentences

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

On September 19, 2024, we

consummated our initial public offering (“IPO”) of 6,000,000 units (the “Public Units”).

Each Unit consists

of one ordinary share (the “Ordinary Share”) and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation

of an initial business combination.

The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company

of $60,000,000.

On September 19, 2024, we consummated

our initial public offering (“IPO”) of 6,000,000 units (the “Public Units”).

Each Unit consists of one ordinary

share (the “Ordinary Share”) and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial

business combination.

The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $60,000,000.

Simultaneously with the closing

13 unchanged sentences

in the Registration Statement) until 180 days after the Company completes its initial business combination.

Our management has broad

discretion with respect to the specific application of the net proceeds of the initial business combination and the Private Placement,

although substantially all of the net proceeds are intended to be applied generally towards consummating a business combination.

Our management has broad discretion

with respect to the specific application of the net proceeds of the initial business combination and the Private Placement, although substantially

all of the net proceeds are intended to be applied generally towards consummating a business combination.

On April 3, 2025, we entered

11 unchanged sentences

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

On June 3, 2025, each of

Purchaser, Merger Sub, the Company and Mingde 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 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 Mingde’s

On June 3, 2025, each of Purchaser,

Merger Sub, the Company and Mingde 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 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 Mingde’s

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

1 unchanged sentence

to the earnout mechanism.

On November 7, 2025, the

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

Agreement (the “Amendment No.

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

Consideration from future revenue performance to post-closing share price performance of the Purchaser Ordinary Shares.

As a result, the

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

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

of (A) 19,000,000 PubCo Ordinary Shares as the Closing Payment Shares and (B) 1,000,000 PubCo Ordinary Shares to be issued to the Mingde

Shareholders at the Closing and held back as security for the Mingde’s representations and warranties as further set forth in Article

XI of the Business Combination Agreement as the Holdback Shares;

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

$10.00 per share as contingent post-closing earnout consideration subject to the earnout mechanism.

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.

Company 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

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.

Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard

On April 17, 2026, we received

a notification letter (the “Notification Letter on MVPHS”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the

Company is not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing

Rule 5450(b)(2)(C) for continued listing on Nasdaq, which requires a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”),

since the Company failed to meet the MVPHS Requirement for a period of 30 consecutive business days from March 5, 2026 to April 16, 2026.

The Notification Letter on MVPHS has no immediate effect on the listing or trading of the Company’s Ordinary Shares on Nasdaq and,

as of April 20, 2026, the Ordinary Shares will continue to trade on Nasdaq under the symbol “YHNA.”

The Notification Letter on MVPHS

provides that pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until October 14, 2026, to regain compliance

with Nasdaq Listing Rule 5450(b)(2)(C).

To regain compliance, the minimum MVPHS must be at least $15,000,000 or more for a minimum of

10 consecutive business days prior to October 14, 2026.

If the Company does not regain compliance by October 14, 2026, the Company will

receive written notification from Nasdaq that its securities are subject to delisting.

Alternatively, the Company may consider applying

for a transfer to The Nasdaq Capital Market (the “Capital Market”).

In order to transfer, the Company must submit an on-line

transfer application, and meet the Capital Market’s continued listing requirements.

Additionally, on April 17, 2026,

the Company received a separate notification letter (the “Notification Letter on MVLS”) from Nasdaq, indicating that the Company

was no longer in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued

listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”) since the

Company failed to meet the MVLS Requirement for a period of 30 consecutive business days from March 5, 2026 to April 16, 2026.

The Notification

Letter on MVLS has no immediate effect on the listing or trading of the Company’s Ordinary Shares on Nasdaq and, as of April 20,

2026, the Ordinary Shares will continue to trade on Nasdaq under the symbol “YHNA.”

In accordance with Nasdaq Listing

Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until October 14, 2026, to regain compliance with the MVLS Requirement.

To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to

October 14, 2026.

If the Company does not regain compliance by October 14, 2026, the Company will receive written notification from Nasdaq

that its securities are subject to delisting.

Alternatively, the Company may consider applying for a transfer to the Capital Market.

order to transfer, the Company must submit an on-line transfer application, and meet the Capital Market’s continued listing requirements.

The Company intends to monitor

the MVPHS Requirement and MVLS Requirement of its Ordinary Shares and will consider implementing available options to regain compliance

with the MVPHS Requirement and MVLS Requirement under the Nasdaq Listing Rules.

Results of Operations

Our entire activity from

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

Since the initial public offering, our activity

has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues until the

closing and completion of our initial business combination.

We expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We expect our expenses to

increase substantially after this period.

the nine months ended September 30, 2025, we had a net income of $1,041,201 which was comprised of formation and operating costs expenses,

dividend income and interest income.

the nine months ended September 30, 2024, we had a net loss of $17,788 which was comprised of formation and operating costs expenses,

dividend income and interest income.

the three months ended September 30, 2025, we had a net income of $518,652 which was comprised of formation and operating costs expenses,

dividend income and interest income.

the three months ended September 30, 2024 we had a net income of $23,722 which was comprised of formation and operating costs expenses,

Our entire activity from inception

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

Since the initial public offering, our activity has been

limited to the evaluation of business combination candidates, and we will not be generating any operating revenues until the closing and

completion of our initial business combination.

We expect to incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We expect our expenses to increase substantially

after this period.

the three months ended March 31, 2026, we had a net income of $95,567 which was comprised of formation and operating costs expenses, dividend

income and interest income.

the three months ended March 31, 2025, we had a net income of $547,299 which was comprised of formation and operating costs expenses,

dividend income and interest income.

Liquidity and Capital Resources

As of September 30,

2025, we had cash of $95,142.

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

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

On September 19, 2024, we

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.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 250,000 Private Units

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

Transaction costs amounted

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

As of March 31, 2026, we had

cash of $22,788.

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

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

On September 19, 2024, we 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.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 250,000 Private Units at a

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

Transaction costs amounted to

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

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

12 unchanged sentences

and pursue our growth strategies.

Prior to the completion of

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

Prior to the completion of our

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

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

2 unchanged sentences

The Company’s IPO prospectus

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

dated September 17, 2024 provided that the Company has until 15 months from the closing of the IPO to complete its initial business combination.

As approved by its shareholders

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

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

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

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

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

YHN also filed the fourth amended and restated

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

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

is 24 months from the closing date of the IPO).

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

tendered for redemption.

If the Company does not complete

a business combination by December 18, 2025, the Company will (i) as promptly as practicable, to cease all operations except for the purpose

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

(ii) as promptly as reasonably possible but not more

than ten (10) business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds

held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously

released to the Company or necessary to pay the Company’s taxes, and (iii) as promptly as reasonably possible following such redemption,

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

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.

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

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

(ii) as promptly as reasonably

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

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

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

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

and dissolve.

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

over the claims of its public shareholders.

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

Accordingly, the Company

may not be able to obtain additional financing.

Accordingly, the Company may

not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional

4 unchanged sentences

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

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

These unaudited condensed financial statements do

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

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

Off-balance Sheet Financing Arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2025.

do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to

as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

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

These financial statements

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

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

Off-balance Sheet Financing

We have no obligations, assets

or liabilities which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Contractual Obligations

34 unchanged sentences

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

Accordingly, as of September 30, 2025 and December 31,

Accordingly, as of March 31, 2026 and December 31, 2025,

2,535,821 and 2,535,821 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

8 unchanged sentences

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

As of September 30, 2025

and December 31, 2024, the ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets

are disclosed in the following table:

As of March 31, 2026 and December

31, 2025, the ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets are disclosed

in the following table:

Gross proceeds

4 unchanged sentences

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 September 30, 2025

Ordinary shares subject to possible redemption as of December 31, 2025

Subsequent remeasurement of ordinary shares subject to possible redemption - 2026

Ordinary shares subject to possible redemption as of March 31, 2026

Net income (loss) per share

11 unchanged sentences

redemption value approximates fair value.

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

Net income (loss)

per share is presented in the unaudited condensed consolidated statements of income as follows:

For the Three Months ended

September 30, 2025

March 31, 2026

For the Three Months ended

September 30, 2024

Ordinary Shares

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary shares

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

For the Nine Months ended

September 30, 2025

For the Nine Months ended

September 30, 2024

Ordinary Shares

March 31, 2025

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

1 unchanged sentence

Total expenses

Total allocation to redeemable and non-redeemable ordinary shares

Total allocation to redeemable and non-redeemable ordinary share

Denominators:

2 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-Q

Item 2. Management’s Discussion and Analysis