M&A - YHN Acquisition I Ltd

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025028790

Filing Summary: On April 3, 2025, YHN Acquisition I Limited entered into a Business Combination Agreement with Mingde Technology Limited. The agreement outlines a merger where YHN will merge into a newly formed entity called Purchaser, which will subsequently merge with Mingde, resulting in Mingde becoming a wholly owned subsidiary of Purchaser. The total merger consideration is set at $396 million, with 39,600,000 ordinary shares to be issued to Mingde's shareholders, valued at $10.00 each. Shareholders of both YHN and Mingde must approve the transaction for it to proceed, and it is anticipated that the merged entity will be publicly traded on Nasdaq following the closing.

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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025028788

Filing Summary: On April 3, 2025, YHN Acquisition I Limited entered into a Business Combination Agreement with Mingde Technology Limited. This agreement outlines a merger where YHN will merge with Purchaser, which will continue as the surviving entity. Subsequently, a merger will occur with Merger Sub, a wholly owned subsidiary of Purchaser, merging into Mingde, with Mingde remaining as the surviving entity and wholly owned subsidiary of Purchaser. The total merger consideration is $396 million, representing the value of 39.6 million Purchaser Ordinary Shares. This transaction aims to position Purchaser as a publicly traded entity listed on Nasdaq. Various conditions for closing the transaction include shareholder approvals, effective regulatory filings, and the absence of legal prohibitions. There are defined representations and warranties made by both parties, with certain covenants and pre-closing agreements outlined to ensure smooth operations leading up to the closing. The agreement includes provisions for termination under specified conditions. Additional agreements related to shareholder support, lock-up agreements, and employment contracts with key executives are also included, signifying a structured approach to the merger process.

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Form Type: 10-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025559

Filing Summary: YHN Acquisition I Limited, a blank check company formed in the British Virgin Islands, is pursuing a merger with Mingde Technology Limited and Zhejiang Xiaojianren Internet Technology Co., Ltd. The Letter of Intent, entered into on January 15, 2025, outlines an equity valuation of $396 million for the business combination. Holdco is to undergo a corporate reorganization to control XJR via a variable interest entity structure. A 90-day exclusivity period has been established to negotiate the final agreement, which is expected to be signed within 30 days of completing the reorganization. The company has yet to enter into a definitive agreement. Currently, no other target business has been identified.

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Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025004031

Filing Summary: On January 15, 2025, YHN Acquisition I Limited entered into a legally binding letter of intent (the 'Letter of Intent') with Mingde Technology Limited ('Holdco') and Zhejiang Xiaojianren Internet Technology Co., Ltd ('XJR'). The Letter of Intent outlines a business combination with an equity valuation of $396 million. Holdco and XJR will complete an internal corporate structure reorganization no later than January 27, 2025, allowing Holdco to control XJR via a variable interest entity structure. The Business Combination is contingent upon a definitive agreement, which the parties aim to finalize within 30 days post-reorganization. A 90-day exclusivity period has been established for negotiations, during which the parties will not engage in conflicting transactions or discussions.

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