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 allocation to redeemable ordinary shares for the three months ended September 30, 2025, was $548,681, while for the same period in 2024, it was $70,432[121]. Cash and Investments - As of September 30, 2025, the company had cash of $95,142, with approximately $750,000 available outside the trust account for operational purposes[105][109]. - The company has invested the net proceeds from its Initial Public Offering in U.S. government treasury bills and money market funds, mitigating exposure to market and interest rate risk[122]. - As of September 30, 2025, the company was not subject to any market or interest rate risk due to the short-term nature of its investments[122]. Business Combination and Obligations - 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[100][101]. - The company has until December 18, 2025, to complete its initial business combination, or it will cease operations and redeem public shares[110][111]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[113][114]. Redemption and Share Value - 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 the ordinary shares subject to possible redemption were $60,000,000, with offering costs of $2,661,858 deducted[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]. - The company recognizes changes in the redemption value of ordinary shares immediately, treating the accretion as a deemed dividend[120]. Future Expenses - The company expects to incur increased expenses as a result of being a public entity, particularly in legal and compliance areas[102].
YHN Acquisition I Limited(YHNAU) - 2025 Q3 - Quarterly Report