ADDED
As of March 9, 2026, there were 4,285,821 ordinary shares of the Registrant, no par value, issued and outstanding.
FORM 10-K SUMMARY 40 SIGNATURES 41 ii CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS The statements contained in this Form 10-K that are not purely historical are forward-looking statements.
Business Combination Agreement with Mingde Technology Limited On April 3, 2025, YHN has entered into a business combination agreement with Mingde Technology Limited, a Cayman Islands company ( Mingde ), (as amended and restated on June 3, 2025 and as further amended by Amendment No.
2 thereto and may be further amended from time to time, the Business Combination Agreement ), which provides for a business combination between YHN and Mingde (the Business Combination ).
The aggregate consideration for the Acquisition Merger (the Merger Consideration ) is $200,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares (as defined below).
1 Second Earnout Milestone 3,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $20.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date.
Third Earnout Milestone 2,000,000 Earnout Consideration Shares shall become payable upon the closing price of PubCo s ordinary shares, as reported on The Nasdaq Stock Market LLC (or any other national securities exchange on which such shares are then listed), reaching or exceeding $25.00 per share for 60 consecutive trading days occurring at any time during the three-year period commencing on the closing date.
For the avoidance of doubt, any of the above earnout milestones can be achieved over periods of 60 consecutive trading days that overlap in whole or in part.
On June 3, 2025, the parties to the Business Combination Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate mechanisms for the Earnout Consideration Shares.
On November 7, 2025, the parties to the amended and restated Business Combination Agreement entered into Amendment No.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The units of the registrant began trading on the Nasdaq Global Market on September 18, 2024 and the ordinary shares and rights comprising the units began to trade separately on November 8, 2024.
As of March 11, 2025, there were 7,750,000 ordinary shares of the Registrant, no par value, issued and outstanding.
FORM 10-K SUMMARY 35 SIGNATURES 36 ii CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS The statements contained in this Form 10-K that are not purely historical are forward-looking statements.
Currently, we do not have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.
We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.
Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.
We are confident that we will be able to find a target business that will meet expectations.
We intend to capitalize on the strengths and experiences of our management team to select, acquire and form a business combination that has a competitive advantage in their core business and is positioned to bring in high returns and long-term sustainable growth.
Satoshi Tominaga was a managing partner at DeTiger Equity Fund, an Asian equity fund, which has invested in blockchain technology projects, including DeFi, exchanges, payments, lending, crypto trading, healthcare, data science, supply chain, internet of things (IoT), artificial intelligence (AI), machine learning, big data analysis, and other fintech related projects.