YHNA 8-K
YHN Acquisition I Ltd (YHNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material definitive Agreement.
This section describes the material provisions of the Business Combination Agreement, the Joinder Agreement (as defined below) and certain related documents but does not purport to describe all of the terms thereof. Shareholders, rights holders and other interested parties of YHN Acquisition I Limited, a British Virgin Islands company and Mingde Technology Limited, a Cayman Islands company are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the following agreements, copies of which (or forms of which) are attached as exhibits hereto. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.
The Business Combination Agreement
As previously disclosed, on April 3, 2025, YHN Acquisition I Limited, a British Virgin Islands company (“YHN” or “Parent”) entered into that certain Business Combination Agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde” or the “Company”), pursuant to which, (a) immediately prior to the Closing, Parent will merge with and into Purchaser, with Purchaser continuing as the surviving entity (the “Reincorporation Merger”), (b) at the Closing, the parties will effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “Merger Sub”), formed for the sole purpose of merging with and into the Company (the “Acquisition Merger”) in which the Company will be the surviving entity and a wholly owned subsidiary of Purchaser (the Acquisition Merger, together with the Reincorporation Merger and the other transactions contemplated by the Business Combination Agreement and the Additional Agreements, the “Transactions”); and (c) following the Closing, Purchaser will be a publicly traded company listed on Nasdaq.
Joinder Agreement
Also as previously disclosed, each of Purchaser and Merger Sub were to sign a joinder agreement, agreeing to be bound by the Business Combination Agreement as if such parties were parties thereto on the date of its signing. On April 29, 2025, each of Purchaser and Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. On May 8, 2025, each of Purchaser, Merger Sub, YHN and the Company executed that certain Joinder Agreement to the Business Combination Agreement (the “Joinder Agreement”), whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Business Combination Agreement as though an original party thereto.
The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
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IMPORTANT NOTICES
Additional Information and Where to Find It
In connection with the Business Combination described herein, YHN and/or its subsidiary will file relevant materials with the SEC, including the Registration Statement. The proxy statement and a proxy card will be mailed to shareholders as of a record date to be established for voting at the meeting of YHN shareholders relating to the proposed Business Combination. Shareholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from YHN. The Registration Statement and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to YHN at 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong. INVESTORS AND SECURITY HOLDERS OF YHN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT YHN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT YHN, MINGDE AND THE TRANSACTIONS DESCRIBED HEREIN.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the proposed Business Combination, including the anticipated initial enterprise value, the benefits of the proposed Business Combination, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the Business Combination. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Consequently, you should not rely on these forward-looking statements as predictions of future events.
Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including but are not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of YHN’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination Agreement by the shareholders of YHN; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and proposed Business Combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the proposed Business Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding Mingde’s industry and market size; (viii) financial condition and performance of Mingde, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of YHN’s public shareholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of Mingde; (ix) the impact from future regulatory, judicial, and legislative changes in Mingde’s industry; (x) competition from larger companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in YHN’s filings with the SEC and that will be contained in the definitive proxy statement/prospectus relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents to be filed by YHN from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Mingde and YHN may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither Mingde nor YHN gives any assurance that Mingde, or YHN, or the combined company, will achieve its expectations.
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Participants in Solicitation
YHN, Mingde and certain shareholders of YHN, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of YHN shares in respect of the proposed transaction. Information about YHN’s directors and executive officers and their ownership of YHN securities is set forth in YHN’s Annual Report on Form 10-K, filed with the SEC on March 20, 2025. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of YHN or Mingde, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
| EXHIBIT NO. | DESCRIPTION | |
| 10.1 | Joinder Agreement dated May 8, 2025 by and among YHN Acquisition I Limited, Mingde Technology Limited, YHNA MS I LIMITED and YHNA MS II LIMITED | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 9, 2025 | ||
| YHN ACQUISITION I LIMITED | ||
| By: | /s/ Satoshi Tominaga | |
| Name: | Satoshi Tominaga | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
JOINDER AGREEMENT
This JOINDER AGREEMENT, made and entered into as of May 8, 2025 (this “Joinder Agreement”), by and among YHN Acquisition I Limited, a British Virgin Islands business company (“Parent”), Mingde Technology Limited, a Cayman Islands exempted company (the “Company”), YHNA MS I LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and YHNA MS II LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of April 3, 2025, entered into by and between Parent and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
WHEREAS, Purchaser was formed on April 29, 2025 for the sole purpose of the merger of Parent with and into Purchaser, in which Purchaser will be the surviving entity;
WHEREAS, Merger Sub was formed on April 29, 2025 for the sole purpose of merging with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of Purchaser;
WHEREAS, pursuant to Section 7.10 of the Business Combination Agreement, Purchaser and Merger Sub are required to execute and deliver this Joinder Agreement;
WHEREAS, the parties hereto desire to execute this Joinder Agreement pursuant to which each of Purchaser and Merger Sub shall become party to the Business Combination Agreement; and
WHEREAS, the parties hereto desire to modify solely those provisions of the Business Combination Agreement as expressly set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder Agreement hereby agree as follows:
1. Agreement to be Bound. Each of Purchaser and Merger Sub hereby agrees that upon execution of this Joinder Agreement, it shall become a party to the Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Business Combination Agreement as though an original party thereto. Each of Parent and the Company consent to such joinder and the resulting amendment to the Business Combination Agreement.
2. Successors and Assigns. This Joinder Agreement shall be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns.
3. Entire Agreement. This Joinder Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and, except as expressly provided in this Joinder Agreement or the Business Combination Agreement, supersedes all prior negotiations, representations or agreements, either oral or written, with respect to such subject matter.
4. Counterparts. This Joinder Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. This Joinder Agreement may be executed and delivered by facsimile or electronic transmission.
5. Governing Law. This Joinder Agreement and any claim, controversy or dispute arising under or related to this Joinder Agreement shall be governed by and construed in accordance with the laws (both substantive and procedural) of the State of Delaware, without giving effect to the conflict of laws principles thereof. Any dispute relating to this Agreement shall be resolved in accordance with the Dispute Resolution provisions set forth in Article XII of the Business Combination Agreement.
6. Headings. The headings contained in this Joinder Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be effective as of the date first written above.
| PARENT: | ||
| YHN Acquisition I Limited, a British Virgin Islands business company | ||
| By: | /s/ Satoshi Tominaga | |
| Name: | Satoshi Tominaga | |
| Title: | Chief Executive Officer | |
| COMPANY: | ||
| Mingde Technology Limited, a Cayman Islands exempted company | ||
| By: | /s/ Liu Lirong | |
| Name: | Liu Lirong | |
| Title: | Director | |
| PURCHASER: | ||
| YHNA MS I LIMITED, a Cayman Islands exempted company | ||
| By: | /s/ Yangyujia An | |
| Name: | Yangyujia An | |
| Title: | Director | |
| MERGER SUB: | ||
| YHNA MS II LIMITED, a Cayman Islands exempted company | ||
| By: | /s/ Yangyujia An | |
| Name: | Yangyujia An | |
| Title: | Director | |
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