YHN Acquisition I Ltd (0002020987) (Filer)

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

October 21, 2026

Date of Report (Date of earliest event reported)

YHN Acquisition I Limited

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: +852 5499 8101

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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 17, 2026, YHN Acquisition I Limited (the "Company") received two written notices from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the previous 30 consecutive trading days, (i) the market value of the Company's publicly held shares had been below the minimum of $15,000,000 required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the "MVPHS Rule"), and (ii) the market value of the Company's listed securities had been below the minimum of $50,000,000 required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Rule" and, together with the MVPHS Rule, the "Rules"). In accordance with Nasdaq Listing Rules 5810(c)(3)(D) and 5810(c)(3)(C), respectively, the Company was provided a compliance period of 180 calendar days, or until October 14, 2026, to regain compliance with each of the Rules.

On October 21, 2026, the Company received a written notice (the "Staff Determination") from the Staff notifying the Company that it had not regained compliance with either the MVPHS Rule or the MVLS Rule by October 14, 2026, and that, accordingly, the Staff had determined to delist the Company's units, ordinary shares and rights (collectively, the "Securities") from The Nasdaq Global Market. The Staff Determination states that, unless the Company requests an appeal of the Staff Determination to a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on October 28, 2026, trading in the Securities will be suspended at the opening of business on October 30, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Securities from listing and registration on The Nasdaq Stock Market.

The Staff Determination also advised the Company that, as an alternative to delisting, the Company could apply to transfer the listing of the Securities to The Nasdaq Capital Market by October 28, 2026, provided that the Company satisfies the continued listing requirements of that market.

After careful consideration, the Company's board of directors has determined not to appeal the Staff Determination and not to apply to transfer the listing of the Securities to The Nasdaq Capital Market. Accordingly, the Company expects that trading in the Securities on Nasdaq will be suspended at the opening of business on October 30, 2026, and that Nasdaq will thereafter file a Form 25-NSE with the SEC to effect the delisting of the Securities from Nasdaq and the deregistration of the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company intends to apply to have the Securities quoted on the OTC Markets following the suspension of trading on Nasdaq. Quotation on the OTC Markets requires, among other things, that a market maker file a Form 211 with the Financial Industry Regulatory Authority, Inc. ("FINRA") and that FINRA clear such filing. There can be no assurance that a market maker will file a Form 211 with respect to the Securities, that any such filing will be cleared by FINRA, that the Securities will become eligible for quotation on the OTC Markets, or, if they do, that an active trading market for the Securities will develop or be sustained. The transition of the Securities to the OTC Markets may result in a less liquid market for the Securities and may adversely affect the trading price and volatility of the Securities. The Company will announce the OTC Markets tier and trading symbols for the Securities once such information is available.

The delisting of the Securities from Nasdaq does not affect the Company's business operations and intention to continue to pursue a business combination. The Company intends to continue to file periodic and other reports with the SEC under applicable federal securities laws. The delisting also does not affect the rights of the holders of the Company's public ordinary shares to receive their pro rata portion of the funds held in the trust account established in connection with the Company's initial public offering in accordance with the Company's amended and restated memorandum and articles of association, including in connection with a shareholder vote to approve the Company's proposed business combination or upon the Company's failure to consummate an initial business combination within the time period required by its memorandum and articles of association.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the expected timing of the suspension of trading and delisting of the Securities from Nasdaq, the filing of a Form 25-NSE, the Company's intention to seek quotation of the Securities on the OTC Markets, the eligibility of the Securities for such quotation, the development of a trading market for the Securities, and the Company's ability to continue to satisfy its reporting obligations. These statements are based on the current expectations and beliefs of the Company's management and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results to differ materially from those described in the forward-looking statements, including, among others: the risk that a market maker does not file, or FINRA does not clear, a Form 211 with respect to the Securities; the risk that the Securities do not become eligible for quotation on the OTC Markets or that an active trading market does not develop; the effect of the delisting on the liquidity and trading price of the Securities; the effect of the delisting on the Company's ability to consummate its proposed business combination or any other initial business combination; and the other risks and uncertainties described under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in the Company's other filings with the SEC. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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.