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YHN Acquisition I Ltd 2025年度报告

2026-03-31 美股财报 Elise
报告封面

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 001-42251 YHN Acquisition I Limited(Exact Name of Registrant as Specified in Its Charter) British Virgin IslandsN/AState or Other Jurisdiction ofI.R.S. Employer Registrant’s telephone number, including area code:+852 5499 8101 Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐;No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐; Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐; Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s ordinary shares outstanding at June 30, 2025, other than ordinary shares held bypersons who may be deemed affiliates of the registrant, was $62,700,000. As of March 9, 2026, there were 4,285,821 ordinary shares of the Registrant, no par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. DEFINED TERMS Unless otherwise stated in this annual report on Form 10-K for the year ended December 31, 2025 (this “Form 10-K”), references to: ●“BVI” refers to the British Virgin Islands;●“Companies Act” and the “Insolvency Act” refer to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 ofthe British Virgin Islands, respectively and in each case as the same may be amended and supplemented from time to time;●“fourth amended and restated memorandum and articles of association” refers to our Fourth Amended and RestatedMemorandum and Articles of Association, adopted by the Company;●“initial shareholders” refers to all of our shareholders immediately prior to our IPO, including all of our officers anddirectors to the extent they hold such shares;●“insider shares” refers to the 1,500,000 ordinary shares held by our initial shareholders;●“IPO” refers to our initial public offering of 6,000,000 units that was consummated on September 19, 2024;●“letter agreements” refer to the agreements executed among us, the underwriters, our officers, directors and other initialshareholders on September 17, 2024;●“PRC” or “China” refers to the People’s Republic of China.●“private rights” refers to the rights included in the private units;●“private units” refers to the units issued in a private placement simultaneously with the closing of the IPO;●“public shareholders” means the holders of the public shares, whether they are purchased in the public offering or in theaftermarket, including any of our initial shareholders to the extent that they purchase