What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-14 · 176 added, 128 removed, 210 unchanged (59% 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 to our “management” or our “management team” refer to our officers and directors.

References to the

“Sponsor” refer to YHN Partners I Limited.

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

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

elsewhere in this Quarterly Report.

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

statements that involve risks and uncertainties.

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

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

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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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

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

The Private Units are identical

to the units sold in the IPO except with respect to certain registration rights and transfer restrictions.

Holders of the Private Units

will be entitled to registration rights pursuant to the Registration Rights Agreement, dated September 17, 2024, by and among us and the

initial shareholders, so long as the Private Units continue to be held by the Sponsor or their permitted transferees.

The holders of a

majority of these securities are entitled to make up to three demands that we register such securities.

Additionally, our Sponsor has

agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described

The Private Units are

identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions.

Holders of the Private

Units will be entitled to registration rights pursuant to the Registration Rights Agreement, dated September 17, 2024, by and among us

and the initial shareholders, so long as the Private Units continue to be held by the Sponsor or their permitted transferees.

of a majority of these securities are entitled to make up to three demands that we register such securities.

Additionally, our Sponsor

has agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described

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

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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;

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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

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

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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.

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

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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

the Company has extended three times by an additional three-month each time, and so it now has until September 19, 2026 to consummate

a business combination.

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 each of December 15, 2025, March 19, 2026 and June 17, 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 September 19, 2026.

Notice of Delisting or Failure to Satisfy a

Continued Listing Rule or Standard

MVPHS Requirement

On April 17, 2026, we received

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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.

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.

MVLS Requirement

Additionally, on April 17,

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.

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

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

In 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

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

Minimum Total Holders Requirement

On June 10, 2026, we received

a notification letter (the “Notification Letter on Minimum Total Holders”) from Nasdaq that the Company is not in compliance

with the minimum total holders requirement set forth in Nasdaq Listing Rule 5450(a)(2) for continued listing on Nasdaq, which requires

a minimum of 400 “Total Holders” (defined as both beneficial holders and holders of record) of our securities (the “Minimum

Total Holders Requirement”).

The Notification Letter on Minimum Total Holders has no immediate effect on the listing or trading

of the Company’s Units, Ordinary Shares and Rights on Nasdaq and, as of June 10, 2026, they will continue to trade on Nasdaq under

the symbols “YHNAU,” “YHNA” and “YHNAR” respectively.

The Notification Letter provides

that the Company has 45 calendar days to submit a plan to regain compliance.

If our plan is accepted, Nasdaq can grant an extension of

up to 180 calendar days from the date of the Notification Letter to evidence compliance.

In determining whether to accept our plan, Nasdaq

will consider such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the

Company’s past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur

within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures.

If Nasdaq does not accept

the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

Alternatively, the Company

may consider applying for a transfer of listing to The Nasdaq Capital Market (the “Capital Market”).

In order to transfer,

the Company must submit an online transfer application, pay the $5,000 application fee, and meet the Capital Market’s continued

listing requirements.

The Company intends to monitor

the number of its Total Holders and will consider implementing available options to regain compliance with the Minimum Total Holders Requirement.

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

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 six months ended June 30, 2026, we had a net income of $210,439 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.

the six months ended June 30, 2025, we had a net income of $552,549 which was comprised of formation and operating costs expenses, dividend

income and interest income.

the three months ended June 30, 2026, we had a net income of $114,872 which was comprised of formation and operating costs expenses, dividend

income and interest income.

the three months ended June 30, 2025, we had a net loss of $24,750 which was comprised of formation and operating costs expenses, dividend

income and interest income.

Liquidity and Capital Resources

As of March 31, 2026, we had

As of June 30, 2026, we had

cash of $26,560.

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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.

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

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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

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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.

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

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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

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We have no obligations, assets

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

or liabilities which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions

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

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

Accordingly, as of June 30, 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

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

As of March 31, 2026 and December

As of June 30, 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

Proceeds allocated to Public Rights

Offering costs of Public Shares

Accretion of carrying value to redemption value

Subsequent remeasurement of ordinary shares subject to possible redemption - 2024

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

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Subsequent remeasurement of ordinary shares subject to possible redemption - 2026

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

Ordinary shares subject to possible redemption as of June 30, 2026

Net income (loss) per share

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redemption value approximates fair value.

Net income (loss)

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

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

For the Three Months ended

March 31, 2026

June 30, 2026

For the Three Months ended

March 31, 2025

June 30, 2025

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

Dividend income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary share

Total allocation to redeemable and non-redeemable ordinary shares

Denominators:

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Basic and diluted net income (loss) per share

For the Six Months ended

June 30, 2026

For the Six Months ended

June 30, 2025

Ordinary Shares

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Dividend 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

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