IPO and Financing - The company completed its initial public offering (IPO) on September 19, 2024, selling 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000[94]. - A private placement of 250,000 units was also completed simultaneously, raising an additional $2,500,000[95]. - The total transaction costs for the IPO amounted to $2,840,203, including $960,000 in underwriting fees[107]. - The underwriters were granted a 45-day option to purchase up to 900,000 additional units, which was not exercised[116]. Financial Performance - For the nine months ended September 30, 2025, the company reported a net income of $1,041,201, compared to a net loss of $17,788 for the same period in 2024[103]. - For the three months ended September 30, 2025, the basic and diluted net income per share for redeemable ordinary shares was $0.09, compared to a loss of $(0.02) for the same period in 2024[121]. - For the nine months ended September 30, 2025, the basic and diluted net income per share for redeemable ordinary shares was $0.21, compared to a loss of $(0.12) for the same period in 2024[121]. - The total expenses for the three months ended September 30, 2025, were $(102,956), compared to $(30,029) for the same period in 2024[121]. Cash and Assets - As of September 30, 2025, the company had cash of $95,142 available for operations[105]. - As of September 30, 2025, the ordinary shares subject to possible redemption amounted to $63,023,976, an increase from $61,089,076 as of December 31, 2024, reflecting a remeasurement of $1,934,900[119]. - The gross proceeds from ordinary shares subject to possible redemption were $60,000,000, with offering costs of $2,661,858 and proceeds allocated to public rights of $3,767,573[119]. - The accretion of carrying value to redemption value for 2024 was $6,729,431, contributing to the increase in ordinary shares subject to possible redemption[119]. - The weighted-average shares outstanding for redeemable ordinary shares for the three months ended September 30, 2025, was 6,000,000, consistent with the previous year[121]. Business Operations and Agreements - The company has entered into a Business Combination Agreement with Mingde Technology Limited, with an aggregate consideration of $280,000,000 plus up to $80,000,000 in earnout consideration[101]. - The company has until December 18, 2025, to complete its initial business combination, or it will cease operations and redeem outstanding public shares[111]. - The company expects to incur increased expenses as a result of being a public entity, particularly for legal and compliance costs[102]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[113]. Risk Management - The company has not been subject to any market or interest rate risk as of September 30, 2025, due to investments in U.S. government treasury bills and money market funds[122]. - The company has elected to recognize changes in the redemption value of ordinary shares immediately, treating the accretion as a deemed dividend[118].

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements for YHN Acquisition I Limited, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing the company's business background, accounting policies, and specific financial instrument treatments [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Unaudited) (USD) | December 31, 2024 (USD) | | :-------------------------------- | :------------------------ | :------------------ | | Cash | $47,849 | $669,250 | | Total Current Assets | $101,009 | $719,735 | | Cash and marketable securities held in trust | $62,372,343 | $61,089,076 | | TOTAL ASSETS | $62,473,352 | $61,808,811 | | Total Current Liabilities | $267,048 | $125,056 | | TOTAL LIABILITIES | $1,767,048 | $1,625,056 | | Ordinary shares subject to possible redemption | $62,372,343 | $61,089,076 | | Total Shareholders' Deficit | $(1,666,039) | $(905,321) | [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $(668,321) | $(16,165) | $(760,739) | $(41,512) | | Total other income | $643,571 | $1 | $1,283,288 | $2 | | NET (LOSS) INCOME | $(24,750) | $(16,164) | $522,549 | $(41,510) | | Basic and diluted net income per share (redeemable stock) | $0.02 | $– | $0.12 | $– | | Basic and diluted net loss per share (non-redeemable stock) | $(0.09) | $(0.01) | $(0.10) | $(0.03) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) | Metric | Balance as of Dec 31, 2024 (USD) | Subsequent remeasurement (Q1 2025) (USD) | Net income (Q1 2025) (USD) | Balance as of Mar 31, 2025 (USD) | Subsequent remeasurement (Q2 2025) (USD) | Net loss (Q2 2025) (USD) | Balance as of Jun 30, 2025 (USD) | | :------------------------------------------------ | :------------------------- | :--------------------------------- | :------------------- | :------------------------- | :--------------------------------- | :----------------- | :------------------------- | | Total Shareholders' Deficit | $(905,321) | $(639,703) | $547,299 | $(997,725) | $(643,564) | $(24,750) | $(1,666,039) | - The company's total shareholders' deficit increased from **$(905,321)** as of December 31, 2024, to **$(1,666,039)** as of June 30, 2025, primarily due to subsequent remeasurement of ordinary shares subject to possible redemption and net losses[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $522,549 | $(41,510) | | Net cash used in operating activities | $(787,401) | $(23,001) | | Net cash provided by financing activities | $166,000 | $44,562 | | NET CHANGE IN CASH | $(621,401) | $21,561 | | CASH, END OF PERIOD | $47,849 | $21,561 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's organizational structure as a blank check company, its business combination efforts, significant accounting policies, and specific financial instrument treatments, also covering related party transactions, commitments, contingencies, and segment information, highlighting the company's going concern considerations [NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND](index=9&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) - YHN Acquisition I Limited is a blank check company incorporated on December 18, 2023, for the purpose of effecting a Business Combination, and has not yet commenced operations, generating non-operating income from IPO proceeds[21](index=21&type=chunk)[24](index=24&type=chunk) - The company consummated its Initial Public Offering (IPO) on September 19, 2024, selling **6,000,000 units at $10.00 each**, generating **$60,000,000**, and simultaneously a private placement of **250,000 units** to the Sponsor for **$2,500,000**[25](index=25&type=chunk)[26](index=26&type=chunk) - On April 3, 2025, the company entered into a Business Combination Agreement with Mingde Technology Limited, valued at **$396,000,000**, which was later amended on June 3, 2025, to include an earnout mechanism of up to an additional **$70,000,000** in Earnout Consideration Shares, adjusting the aggregate consideration to **$326,000,000** plus earnout[35](index=35&type=chunk)[37](index=37&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern if it fails to consummate a Business Combination by December 18, 2025, as it would be required to cease operations, redeem public shares, and liquidate[39](index=39&type=chunk)[40](index=40&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with U.S. GAAP and SEC interim reporting rules, consolidating the company and its 100% owned subsidiaries, YHNA MS I Limited (PubCo) and YHNA MS II Limited (Merger Sub)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[43](index=43&type=chunk)[44](index=44&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, with changes recognized immediately as deemed dividends[48](index=48&type=chunk)[69](index=69&type=chunk)[115](index=115&type=chunk) | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :-------------------------------------- | :-------------- | :---------------- | | Ordinary shares subject to possible redemption | $62,372,343 | $61,089,076 | - Rights issued upon IPO and private placements are classified as equity under ASC 815, as they meet the criteria for equity classification[54](index=54&type=chunk) - The company operates as a single segment, with the Chief Financial Officer (CODM) reviewing formation and operating costs and interest/dividend income from the Trust Account to manage resources and assess performance[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) - On September 19, 2024, the Company sold **6,000,000 Public Units** at **$10.00 per unit**, each consisting of one ordinary share and one Public Right, with the ordinary shares containing a redemption feature[66](index=66&type=chunk)[67](index=67&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=20&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, **250,000 Private Placement Units** were sold to the Sponsor at **$10.00 per unit**, generating **$2,500,000**, with these units being identical to Public Units except for certain registration rights and transfer restrictions[70](index=70&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - The Company issued **1,715,000 founder shares** to the initial shareholder, with **225,000 shares forfeited** in November 2024 due to the underwriter not exercising their over-allotment option[72](index=72&type=chunk) - An affiliate of the Sponsor provides administrative services for **$10,000 per month**, incurring **$60,000 in fees** for the six months ended June 30, 2025, and an unpaid balance of **$60,000** as of June 30, 2025[74](index=74&type=chunk) - The Company had a temporary advance from its Sponsor of **$226,059** as of June 30, 2025, up from **$60,059** as of December 31, 2024, which is unsecured, interest-free, and has no fixed repayment terms[75](index=75&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=21&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) - The Company is authorized to issue **500,000,000 ordinary shares** with no par value, with **1,750,000 shares** issued and outstanding (excluding **6,000,000 shares** subject to possible redemption) as of June 30, 2025, and December 31, 2024[76](index=76&type=chunk) - Each right entitles the holder to receive **one-tenth (1/10)** of an ordinary share upon consummation of a Business Combination, with no additional consideration required[77](index=77&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - The company may be subject to a new U.S. federal **1% excise tax** on stock repurchases (including redemptions) under the Inflation Reduction Act of 2022 for transactions occurring after December 31, 2022, which could reduce cash available for a business combination[78](index=78&type=chunk)[79](index=79&type=chunk) - Holders of Founder Shares, Private Placement Units, and certain other securities are entitled to registration rights, requiring the Company to register such securities for resale, with the Company bearing the associated expenses[80](index=80&type=chunk)[112](index=112&type=chunk) - The underwriters did not exercise their 45-day option to purchase **900,000 Units** in November 2024[81](index=81&type=chunk)[113](index=113&type=chunk) - Underwriters are entitled to a deferred cash underwriting discount of **$1,500,000 (2.5% of gross IPO proceeds)** upon the closing of the Business Combination, subject to a minimum of **$500,000**[82](index=82&type=chunk)[114](index=114&type=chunk) [NOTE 8 – SEGMENT INFORMATION](index=22&type=section&id=NOTE%208%20%E2%80%93%20SEGMENT%20INFORMATION) - The Company operates as a single operating segment, with the Chief Financial Officer (CODM) reviewing formation and operating costs and interest/dividend income from the Trust Account to manage resources and assess performance[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) - The Company has evaluated all events or transactions that occurred after the balance sheet date up through the date the unaudited condensed consolidated financial statements were issued, in accordance with ASC Topic 855[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, detailing its status as a blank check company, the IPO and private placement, the proposed business combination with Mingde, and the associated financial performance and liquidity challenges, including a going concern warning [Overview](index=24&type=section&id=Overview) - YHN Acquisition I Limited is a blank check company formed to effect a business combination, which it consummated its IPO on September 19, 2024, raising **$60,000,000**, and a simultaneous private placement of **$2,500,000**[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - The company entered into a Business Combination Agreement with Mingde Technology Limited on April 3, 2025, later amended on June 3, 2025, to include an earnout mechanism, with an aggregate consideration of **$326,000,000** plus up to **$70,000,000** in Earnout Consideration Shares[96](index=96&type=chunk)[98](index=98&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - The company's activities since inception have been limited to IPO preparation and evaluating business combination candidates, with no operating revenues generated yet[99](index=99&type=chunk) | Period | Net Income (Loss) (USD) | Primary Components | | :----------------------------- | :---------------- | :---------------------------------------------------- | | Six months ended June 30, 2025 | $522,549 | Formation and operating costs, dividend income, interest income | | Six months ended June 30, 2024 | $(41,510) | Formation and operating costs, dividend income, interest income | | Three months ended June 30, 2025 | $(24,750) | Formation and operating costs, dividend income, interest income | | Three months ended June 30, 2024 | $(16,164) | Formation and operating costs, other income | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) | Metric | As of June 30, 2025 (USD) | | :----- | :------------------ | | Cash | $47,849 | - The company's liquidity is primarily from the **$60,000,000 IPO proceeds** and **$2,500,000 private placement proceeds**, with **$60,300,000** held in a trust account and **$737,704** available for working capital outside the trust account as of September 19, 2024[103](index=103&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern if it fails to complete a business combination by December 18, 2025, which would trigger liquidation and dissolution[108](index=108&type=chunk)[109](index=109&type=chunk) [Off-balance Sheet Financing Arrangements](index=27&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) - As of June 30, 2025, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements and has not entered into any such arrangements[110](index=110&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - The company has an agreement to pay its Sponsor **$10,000 monthly** for administrative services, commencing September 19, 2024, until the earlier of business combination completion or liquidation[111](index=111&type=chunk) - Holders of Founder Shares, Private Placement Units, and certain other securities are entitled to registration rights, requiring the Company to register such securities for resale, with the Company bearing the associated expenses[112](index=112&type=chunk) - Underwriters are entitled to a deferred cash underwriting discount of **$1,500,000 (2.5% of gross IPO proceeds)** upon the closing of the Business Combination, subject to a minimum of **$500,000**[114](index=114&type=chunk) [Critical Accounting Policies](index=27&type=section&id=Critical%20Accounting%20Policies) - Ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, with changes recognized immediately as deemed dividends[115](index=115&type=chunk) | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :-------------------------------------- | :-------------- | :---------------- | | Ordinary shares subject to possible redemption | $62,372,343 | $61,089,076 | - Net income (loss) per share is calculated in accordance with ASC Topic 260, allocating undistributed income (loss) ratably between redeemable and non-redeemable ordinary shares, with remeasurement of accretion treated as deemed dividends[116](index=116&type=chunk) | Metric | Redeemable Ordinary Shares (3M ended Jun 30, 2025) (USD) | Non-Redeemable Ordinary Shares (3M ended Jun 30, 2025) (USD) | Redeemable Ordinary Shares (6M ended Jun 30, 2025) (USD) | Non-Redeemable Ordinary Shares (6M ended Jun 30, 2025) (USD) | | :------------------------------------------------ | :------------------------------------------------- | :--------------------------------------------------- | :------------------------------------------------- | :--------------------------------------------------- | | Basic and diluted net income (loss) per share | $0.02 | $(0.09) | $0.12 | $(0.10) | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As of June 30, 2025, the company was not subject to material market or interest rate risk, as the net proceeds from its IPO held in the Trust Account are invested in short-term U.S. government securities or money market funds - As of June 30, 2025, the company was not subject to any material market or interest rate risk[119](index=119&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less, or in money market funds investing solely in U.S. treasuries, minimizing interest rate risk due to their short-term nature[119](index=119&type=chunk) [Item 4. Control and Procedures](index=29&type=section&id=Item%204.%20Control%20and%20Procedures) Management, with the participation of its Certifying Officers, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective at a reasonable assurance level, with no material changes in internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[120](index=120&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[122](index=122&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) As of the filing date of this Form 10-Q, the Company is not a party to any legal proceedings - The Company is not a party to any legal proceedings as of the filing date of this Form 10-Q[124](index=124&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors disclosed in its final prospectus dated September 17, 2024, for its Initial Public Offering, stating that there have been no material changes to these factors as of the date of this Quarterly Report - No material changes to the risk factors disclosed in the final prospectus dated September 17, 2024, have occurred as of the date of this Quarterly Report[125](index=125&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO of 6,000,000 Public Units and the simultaneous private placement of 250,000 Private Units to the Sponsor, both on September 19, 2024, generating gross proceeds of $60,000,000 and $2,500,000 respectively, with $60,300,000 placed in a trust account - On September 19, 2024, the company consummated its IPO of **6,000,000 Public Units** at **$10.00 per unit**, generating **$60,000,000**[126](index=126&type=chunk) - Simultaneously, a private placement of **250,000 Private Units** was made to the Sponsor at **$10.00 per unit**, generating **$2,500,000**, issued under a Section 4(2) exemption from registration[127](index=127&type=chunk) - As of September 19, 2024, **$60,300,000** was held in a trust account for public shareholders, comprising IPO proceeds and **$300,000** from the private placement[129](index=129&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[130](index=130&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[131](index=131&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" - No director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter ended June 30, 2025[132](index=132&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes various exhibits, such as certifications from principal executive and financial officers (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[133](index=133&type=chunk)[134](index=134&type=chunk) [SIGNATURES](index=32&type=section&id=SIGNATURES) - The report was signed on July 31, 2025, by Poon Man Ka, Christy, Chief Executive Officer (Principal Executive Officer) of YHN Acquisition I Limited[136](index=136&type=chunk)[138](index=138&type=chunk)

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements of YHN Acquisition I Limited for the three months ended March 31, 2025, and 2024, along with detailed notes explaining the company's organization, accounting policies, IPO, private placement, related party transactions, shareholder equity, commitments, segment information, and subsequent events [Condensed Balance Sheets](index=6&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Cash | $537,012 | $669,250 | | Prepayments | $94,322 | $50,485 | | Total current assets | $631,334 | $719,735 | | Cash and marketable securities held in trust | $61,728,779 | $61,089,076 | | **TOTAL ASSETS** | **$62,360,113** | **$61,808,811** | | Accrued expenses | $33,000 | $64,997 | | Amount due to sponsor | $96,059 | $60,059 | | Total Current Liabilities | $129,059 | $125,056 | | Deferred underwriting compensation | $1,500,000 | $1,500,000 | | **TOTAL LIABILITIES** | **$1,629,059** | **$1,625,056** | | Ordinary shares subject to possible redemption | $61,728,779 | $61,089,076 | | Accumulated deficit | $(997,725) | $(905,321) | | **Total Shareholders' Deficit** | **$(997,725)** | **$(905,321)** | [Unaudited Condensed Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Formation and operating costs | $(92,418) | $(25,347) | | Dividend income | $639,703 | $- | | Interest income | $14 | $- | | Other income | $- | $1 | | Total other income | $639,717 | $1 | | **NET INCOME (LOSS)** | **$547,299** | **$(25,346)** | | Basic and diluted net income per share, ordinary shares subject to possible redemption | $0.09 | $- | | Basic and diluted net loss per share, ordinary shares not subject to possible redemption | $(0.01) | $(0.02) | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) | Metric | December 31, 2024 | March 31, 2025 | | :---------------------------------------------------- | :---------------- | :------------- | | Balance as of | $(905,321) | $(997,725) | | Subsequent remeasurement of ordinary shares subject to possible redemption | $- | $(639,703) | | Net income for the period | $- | $547,299 | | **Balance as of March 31, 2025** | **N/A** | **$(997,725)** | [Unaudited Condensed Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) | $547,299 | $(25,346) | | Dividend income earned in cash and investments held in trust account | $(639,703) | $- | | Prepayments | $(43,837) | $- | | Accrued expenses | $(31,997) | $17,820 | | Net cash used in operating activities | $(168,238) | $(7,526) | | Net cash provided by financing activities | $36,000 | $69,600 | | **NET CHANGE IN CASH** | **$(132,238)** | **$62,074** | | CASH, BEGINNING OF PERIOD | $669,250 | $- | | **CASH, END OF PERIOD** | **$537,012** | **$62,074** | [Notes to Unaudited Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND](index=10&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) - YHN Acquisition I Limited is a blank check company (SPAC) incorporated on **December 18, 2023**, for the purpose of acquiring or combining with one or more businesses[25](index=25&type=chunk) - The company consummated its Initial Public Offering (IPO) on **September 19, 2024**, selling **6,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$60,000,000**[28](index=28&type=chunk) - Simultaneously with the IPO, the company sold **250,000 private placement units** to its Sponsor for **$2,500,000**[29](index=29&type=chunk) - Transaction costs for the IPO amounted to **$2,840,203**, including underwriting commissions and other offering costs[30](index=30&type=chunk) - The company has until **December 18, 2025**, to consummate a Business Combination[34](index=34&type=chunk) - On **January 15, 2025**, the Company entered into a legally binding letter of intent with Mingde Technology Limited for a business combination based on an equity valuation of **$396 million**[38](index=38&type=chunk) - Management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period, it raises substantial doubt about its ability to continue as a going concern[41](index=41&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with U.S. GAAP and SEC interim financial reporting rules; the company is an "emerging growth company"[42](index=42&type=chunk)[44](index=44&type=chunk) - The company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[45](index=45&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity, and changes in redemption value are recognized immediately as a deemed dividend[49](index=49&type=chunk) - Rights issued upon IPO and private placements meet the criteria for equity classification under ASC 815[57](index=57&type=chunk) - The company is an exempted British Virgin Islands company and is not subject to income taxes in the British Virgin Islands or the United States for the periods presented[61](index=61&type=chunk) Fair Value Measurements of Assets Held in Trust Account | Description | March 31, 2025 | December 31, 2024 | Level 1 (Active Markets) | | :-------------------------------- | :------------- | :---------------- | :----------------------- | | U.S. Treasury Securities held in Trust Account | $61,728,779 | $61,089,076 | $61,728,779 (2025), $61,089,076 (2024) | [NOTE 3 – INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) - On **September 19, 2024**, the Company sold **6,000,000 Public Units** at **$10.00 per unit**, each consisting of one ordinary share and one Public Right[68](index=68&type=chunk) - All **6,000,000 public shares** include a redemption feature, requiring classification outside of permanent equity as temporary equity[69](index=69&type=chunk)[72](index=72&type=chunk) - The Company recognizes changes in the redemption value of ordinary shares subject to possible redemption immediately as a deemed dividend[73](index=73&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=19&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, **250,000 Private Placement Units** were sold to the Sponsor at **$10.00 per unit**[74](index=74&type=chunk) - Private Placement Units are identical to Public Units, except for certain registration rights and transfer restrictions[75](index=75&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - The Company issued **1,725,000 founder shares** to initial shareholders, with **225,000 shares** subject to forfeiture (which occurred in November 2024)[76](index=76&type=chunk) - The Sponsor purchased **250,000 Private Placement Units** for **$2,500,000**[77](index=77&type=chunk) - An affiliate of the Sponsor provides administrative services for **$10,000 per month**; **$30,000** in fees were incurred for Q1 2025[78](index=78&type=chunk) - Amount due to Sponsor was **$96,059** as of March 31, 2025, an increase from **$60,059** at December 31, 2024[79](index=79&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=20&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) - The Company is authorized to issue **500,000,000 ordinary shares** with no par value[81](index=81&type=chunk) - As of March 31, 2025, there were **1,750,000 ordinary shares** issued and outstanding, excluding **6,000,000 shares** subject to possible redemption[81](index=81&type=chunk) - Each right entitles the holder to **one-tenth (1/10) of an ordinary share** upon consummation of a Business Combination[82](index=82&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - Redemptions or repurchases after **December 31, 2022**, may be subject to a new U.S. federal **1% excise tax** under the Inflation Reduction Act of 2022, potentially reducing cash available for a business combination[83](index=83&type=chunk)[84](index=84&type=chunk) - Holders of Founder Shares, Private Placement Units, and certain other securities are entitled to registration rights[85](index=85&type=chunk) - The underwriters did not exercise their **45-day option** to purchase **900,000 Units** in November 2024[86](index=86&type=chunk) - A deferred underwriting commission of **$1,500,000** (**2.5% of gross IPO proceeds**) is payable upon the closing of the Business Combination[87](index=87&type=chunk) [NOTE 8 – SEGMENT INFORMATION](index=22&type=section&id=NOTE%208%20%E2%80%93%20SEGMENT%20INFORMATION) - The Company has determined it has only one operating segment, with the Chief Financial Officer acting as the chief operating decision maker (CODM)[90](index=90&type=chunk) - The CODM reviews formation and operating costs and interest/dividend earned on investments in the Trust Account to allocate resources and assess financial performance[91](index=91&type=chunk)[92](index=92&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) - On **April 3, 2025**, the Company entered into a Business Combination Agreement with Mingde Technology Limited[94](index=94&type=chunk) - The transaction involves a reincorporation merger and an acquisition merger, making Mingde a wholly-owned subsidiary of the Purchaser (the Company)[94](index=94&type=chunk) - The merger consideration is **$396,000,000**, based on **39,600,000 Purchaser Ordinary Shares** valued at **$10.00 each**[94](index=94&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, the proceeds from its IPO and private placement, and the significant shift to net income in Q1 2025. It also addresses liquidity, capital resources, contractual obligations, and critical accounting policies, emphasizing the going concern risk if a business combination is not completed by December 18, 2025 [Special Note Regarding Forward-Looking Statements](index=23&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[97](index=97&type=chunk) - Readers are advised to refer to the Risk Factors section of the Company's Form S-1 for important factors that could cause actual results to differ[97](index=97&type=chunk) [Overview](index=23&type=section&id=Overview) - The Company is a blank check company incorporated on **December 18, 2023**, formed to effectuate a business combination[98](index=98&type=chunk) - The IPO on **September 19, 2024**, generated **$60,000,000** from **6,000,000 units**[99](index=99&type=chunk) - A private placement concurrent with the IPO generated **$2,500,000** from **250,000 units** sold to the Sponsor[100](index=100&type=chunk) - Net proceeds from the IPO and private placement are primarily intended for consummating a business combination[102](index=102&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) - The company's activities have been limited to IPO preparation and evaluating business combination candidates, with no operating revenues generated yet[103](index=103&type=chunk) - For the three months ended **March 31, 2025**, the company reported a net income of **$547,299**[104](index=104&type=chunk) - For the three months ended **March 31, 2024**, the company reported a net loss of **$25,347**[104](index=104&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) - As of **March 31, 2025**, the company had cash of **$537,012**[105](index=105&type=chunk) - **$60,300,000** was held in a trust account for public shareholders as of **September 19, 2024**[107](index=107&type=chunk)[132](index=132&type=chunk) - The company has until **December 18, 2025**, to complete its initial business combination[110](index=110&type=chunk) - Failure to complete a business combination by **December 18, 2025**, would lead to winding up, redemption of public shares, and liquidation, raising substantial doubt about the company's ability to continue as a going concern[111](index=111&type=chunk)[112](index=112&type=chunk) [Off-balance Sheet Financing Arrangements](index=25&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) - As of **March 31, 2025**, the company has no off-balance sheet financing arrangements, obligations, assets, or liabilities[113](index=113&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) - The company has an agreement to pay its Sponsor **$10,000 per month** for general and administrative services, commencing **September 19, 2024**[114](index=114&type=chunk) - A deferred underwriting commission of **$1,500,000** (**2.5% of gross IPO proceeds**) is payable upon the closing of the Business Combination[117](index=117&type=chunk) - Holders of Founder Shares, Private Placement Units, and certain other securities are entitled to registration rights[115](index=115&type=chunk) [Critical Accounting Policies](index=26&type=section&id=Critical%20Accounting%20Policies) - Ordinary shares subject to possible redemption are classified as temporary equity, and changes in redemption value are recognized immediately as a deemed dividend[118](index=118&type=chunk) Ordinary Shares Subject to Possible Redemption Calculation | Metric | Amount | | :---------------------------------------------------- | :------------- | | Gross proceeds | $60,000,000 | | Less: Proceeds allocated to Public Rights | $(3,767,573) | | Less: Offering costs of Public Shares | $(2,661,858) | | Plus: Accretion of carrying value to redemption value - 2024 | $6,729,431 | | Plus: Subsequent remeasurement of ordinary shares subject to possible redemption - 2024 | $789,076 | | Ordinary shares subject to possible redemption as of December 31, 2024 | $61,089,076 | | Plus: Subsequent remeasurement of ordinary shares subject to possible redemption - 2025 | $639,703 | | **Ordinary shares subject to possible redemption as of March 31, 2025** | **$61,728,779** | - Net income (loss) per share is calculated by allocating undistributed income (loss) ratably between redeemable and non-redeemable ordinary shares, with remeasurement of accretion treated as a deemed dividend[120](index=120&type=chunk) Net Income (Loss) Per Share Allocation | Metric | Redeemable Ordinary Share (2025) | Non-Redeemable Ordinary Share (2025) | Redeemable Ordinary Share (2024) | Non-Redeemable Ordinary Share (2024) | | :---------------------------------------------------- | :------------------------------- | :----------------------------------- | :------------------------------- | :----------------------------------- | | Interest income earned in Trust Account | $639,717 | $- | $- | $- | | Total expenses | $(71,549) | $(20,869) | $- | $(25,346) | | Total allocation | $568,168 | $(20,869) | $- | $(25,346) | | Weighted-average shares outstanding | 6,000,000 | 1,750,000 | $- | 10,000 | | Basic and diluted net income (loss) per share | $0.09 | $(0.01) | $- | $(0.02) | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As of March 31, 2025, the company was not subject to material market or interest rate risk. Its funds held in the Trust Account are invested in short-term U.S. government securities or money market funds, which minimizes exposure to interest rate fluctuations - As of **March 31, 2025**, the company was not subject to any material market or interest rate risk[122](index=122&type=chunk) - Funds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds, limiting exposure to interest rate risk[122](index=122&type=chunk) [Item 4. Control and Procedures](index=28&type=section&id=Item%204.%20Control%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, concluding their effectiveness at a reasonable assurance level as of March 31, 2025. It also confirms no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=28&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of **March 31, 2025**[123](index=123&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance and may not prevent all errors or instances of fraud due to inherent limitations and resource constraints[124](index=124&type=chunk) [Changes in Internal Control over Financial Reporting](index=28&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - No material changes in internal control over financial reporting occurred during the quarter ended **March 31, 2025**[125](index=125&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201%20Legal%20Proceedings) As of the filing date of this Form 10-Q, the Company is not a party to any legal proceedings - The Company is not involved in any legal proceedings as of the filing date[127](index=127&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering filed on September 17, 2024, and states that there have been no material changes to these risk factors as of the date of this Quarterly Report - Risk factors are detailed in the final prospectus for the Initial Public Offering filed on **September 17, 2024**[128](index=128&type=chunk) - No material changes to the previously disclosed risk factors have occurred as of the date of this report[128](index=128&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO on September 19, 2024, which generated $60,000,000 from 6,000,000 Public Units, and a concurrent private placement of 250,000 Private Units to the Sponsor for $2,500,000, issued under a Section 4(2) exemption. A total of $60,300,000 from these proceeds was placed in a trust account - The IPO on **September 19, 2024**, involved the sale of **6,000,000 Public Units** for **$60,000,000**[129](index=129&type=chunk) - A private placement of **250,000 Private Units** to the Sponsor generated **$2,500,000**, issued under a Section 4(2) exemption[130](index=130&type=chunk) - **$60,300,000** was held in a trust account for public shareholders as of **September 19, 2024**[132](index=132&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - No defaults upon senior securities[134](index=134&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[135](index=135&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - None[136](index=136&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including various certifications and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits **31.1**, **31.2**, **32.1**, **32.2**)[138](index=138&type=chunk) - Inline XBRL Instance Document and Taxonomy Extension Documents are filed as Exhibits **101.INS**, **101.SCH**, **101.CAL**, **101.DEF**, **101.LAB**, **101.PRE**, and **104**[138](index=138&type=chunk) SIGNATURES - The report was signed by Satoshi Tominaga, Chief Executive Officer, on **May 12, 2025**[142](index=142&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 001-42251 YHN Acquisition I Limited (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands N/A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 British Virgin Islands n/a ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (State or other jurisdiction of incorporation or organization) Commission File No. 001-42251 YHN Acquisition I Limited (Exact n ...