Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 6, 2024

Date of Report (Date of earliest event reported)

 

YHN Acquisition I Limited

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands		001-42251		n/a
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2/F, Hang Seng Building 200 Hennessy Road, Wanchai Hong Kong		n/a
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

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
Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share		YHNAU		The Nasdaq Stock Market LLC
Ordinary Share		YHNA		The Nasdaq Stock Market LLC
Rights		YHNAR		The Nasdaq Stock Market LLC

 

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 8.01. Other Events.

 

Separation of Units

 

On November 6, 2024, YHN Acquisition I Limited issued a press release to announce that holders of the Company’s public units may elect to separately trade the ordinary shares and rights underlying such public units commencing on November 8, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: November 6, 2024
YHN ACQUISITION I LIMITED
By:	/s/ Satoshi Tominaga
Name:	Satoshi Tominaga
Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

YHN Acquisition I Limited Announces the Separate Trading of its Ordinary Shares and Rights,
Commencing November 8, 2024

 

New York, Nov. 06, 2024 (GLOBE NEWSWIRE) -- YHN Acquisition I Limited (NASDAQ: YHNA, the “Company”) announced today that, commencing November 8, 2024, holders of the units sold in the Company’s initial public offering completed on September 19, 2024 may elect to separately trade the ordinary shares and the rights comprising such units on The Nasdaq Global Market (“Nasdaq”).

 

The ordinary shares and rights that are separated will trade on Nasdaq under the symbols “YHNA” and “YHNAR” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “YHNAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

 

The units were initially offered by the Company in an underwritten offering. Lucid Capital Markets, LLC acted as the sole book-running manager for the offering. A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2024. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, New York 10022.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Contact:

 

YHN Acquisition I Limited

2/F, Hang Seng Building

200 Hennessy Road, Wanchai

Hong Kong

Attn: Satoshi Tominaga, Chief Executive Officer

Email: [e-mail]

 

Cover	Nov. 06, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2024
Entity File Number	001-42251
Entity Registrant Name	YHN Acquisition I Limited
Entity Central Index Key	0002020987
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	2/F, Hang Seng Building
Entity Address, Address Line Two	200 Hennessy Road
Entity Address, City or Town	Wanchai
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	+852
Local Phone Number	5499 8101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share
Title of 12(b) Security	Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share
Trading Symbol	YHNAU
Security Exchange Name	NASDAQ
Ordinary Share
Title of 12(b) Security	Ordinary Share
Trading Symbol	YHNA
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	YHNAR
Security Exchange Name	NASDAQ

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