YHNAHIGH SIGNALOPPORTUNITY10-K

YHNA has executed a definitive $200-280 million business combination agreement with Mingde Technology Limited, transforming from a blank-check company actively seeking targets into a company with a concrete merger path.

This represents the successful completion of YHNA's SPAC search process, with the merger providing $200 million base consideration plus up to $80 million in earnout payments tied to stock price performance above $20 per share. The earnout structure aligns management incentives with shareholder returns and suggests confidence in the combined entity's growth prospects.

Comparing 2026-03-31 vs 2025-03-20View on EDGAR →
FINANCIAL ANALYSIS

The balance sheet reflects the company's transition phase, with current assets declining substantially to $153K and total assets falling meaningfully to $27.2M, likely due to trust account distributions and transaction costs. Total liabilities increased modestly to $2.3M, consistent with deal-related expenses and obligations. The reduced asset base positions the company for the upcoming business combination closing.

FINANCIAL STATEMENT CHANGES
Current Assets
Balance Sheet
-78.7%
$720K→$153K

Current assets declined 78.7% — monitor working capital adequacy and short-term liquidity.

Total Assets
Balance Sheet
-56%
$61.8M→$27.2M

Total assets contracted 56% — asset sales, write-downs, or balance sheet optimization underway.

Total Liabilities
Balance Sheet
+44.3%
$1.6M→$2.3M

Liabilities grew 44.3% — significant increase in debt or obligations, assess impact on financial flexibility.

LANGUAGE CHANGES
NEW — 2026-03-31
PRIOR — 2025-03-20
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).
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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.
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