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YHNA 10-K & 10-Q changes, risk factors and insider trading

YHN Acquisition I Ltd (also YHNAR, YHNAU) · Nasdaq · Blank Checks · CIK 2020987 · All filings on SEC.gov

Everything below is quoted or computed from YHN Acquisition I Ltd's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-31 (period ending 2025-12-31) with 10-K filed 2025-03-20 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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0removed paragraphs
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15 → 15words in section

The section in the latest 10-K reads in full:

As a smaller reporting company we are not required to make disclosures under this Item.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

3new paragraphs
2removed paragraphs
3reworded paragraphs
2,305 → 2,722words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“The Company’s IPO prospectus dated September 17, 2024 provides that the Company initially had 15 months from the closing of the IPO to complete its initial business combination. If the Company does not complete a Business Combination within 15 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. …”
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New text
“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 …”
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Removed text
“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.”
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“For the year ended December 31, 2025 we had a net income of $1,325,117 which was comprised of formation and operating costs expenses, dividend income and interest income.”
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Removed text
“For the period from December 18, 2023 (inception) to December 31, 2023 we had a net loss of $3,680 which was comprised of formation and operating costs expenses.”
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Reworded

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If the Company does not not complete a business combination by DecemberSeptember 18,19, 2025,2026 (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; (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.
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Added

For the year ended December 31, 2025 we had a net income of $1,325,117 which was comprised of formation and operating costs expenses, dividend income and interest income.

Removed

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

Added

The Company’s IPO prospectus dated September 17, 2024 provides that the Company initially had 15 months from the closing of the IPO to complete its initial business combination. If the Company does not complete a Business Combination within 15 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. 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 Islands. Accordingly, no vote would be required from the shareholders to commence such a voluntary winding up, dissolution and liquidation. If the Company is unable to consummate the Company’s Initial Business Combination within such 15 months (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders.

Added

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.

Removed

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.

Reworded

If the Company does not not complete a business combination by DecemberSeptember 18,19, 2025,2026 (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; (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.

Reworded

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 measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business combination is not consummated by DecemberSeptember 18,19, 2025.2026 (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.

Reworded

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

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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110 → 110words in section

The section in the latest 10-Q reads in full:

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on September 17, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus dated September 17, 2024.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

9new paragraphs
0removed paragraphs
9reworded paragraphs
4,219 → 4,615words in section

New heading “MVPHS Requirement”

New heading “MVLS Requirement”

New heading “Minimum Total Holders Requirement”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: fine
“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”). …”
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“Minimum Total Holders Requirement”
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“MVPHS Requirement”
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“MVLS Requirement”
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“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. …”
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New text
“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.”
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Reworded

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 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.

Reworded

As of the date of this report, the Company has extended twothree times by an additional three-month each time, and so it now has until JuneSeptember 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 agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to 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 and2025, 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 combination until JuneSeptember 19, 2026.

Added

MVPHS Requirement

Added

MVLS Requirement

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Minimum Total Holders Requirement

Added

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.

Added

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.

Added

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.

Added

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.

Reworded

For the threesix months ended MarchJune 31,30, 2026, we had a net income of $95,567$210,439 which was comprised of formation and operating costs expenses, dividend income and interest income.

Reworded

For the threesix months ended MarchJune 31,30, 2025, we had a net income of $547,299$552,549 which was comprised of formation and operating costs expenses, dividend dividend income and interest income.

Added

For 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.

Added

For 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.

Reworded

As of MarchJune 31,30, 2026, we had cash of $22,788.$26,560. 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.

Reworded

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of MarchJune 31,30, 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.

Reworded

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC 480, “Distinguishing Liabilities from Equity”. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Accordingly, as of MarchJune 31,30, 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 of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets, respectively. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Reworded

As of MarchJune 31,30, 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:

Reworded

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

YHNA insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding YHNA (13F)

None of the 59 investors we track reported a position in their latest 13F.

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