YHN Acquisition I LTD Sample Contracts
6,000,000 Units YHN Acquisition I Limited UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks • New York
Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the September 17, 2024, by and among YHN Acquisition I Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks • New York
This Indemnification Agreement, is made and entered into effective as of September 17, 2024 (“Agreement”), by and between YHN Acquisition I Limited, a British Virgin Islands company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks
Pursuant to Sections 1(k) and 3(i) of the Investment Management Trust Agreement between YHN Acquisition I Limited (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of September 17, 2024 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.05 to ________________ (the “Shareholder”) for the _____________________ shares of the Company’s ordinary shares delivered to you prior to or concurrently herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to making disbursements to the Depository Trust Company, the Company, or any person. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.
YHN Acquisition I Limited 2/F, Hang Seng Building Hong Kong Lucid Capital Markets, LLC New York, NY 10022Underwriting Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between YHN Acquisition I Limited, a British Virgin Islands company (the “Company”), and Lucid Capital Markets, LLC., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”) and one right, with each right entitling its holder to automatically receive 1/10 (one-tenth) of one Ordinary Share (the “Rights”) upon the consummation of the Company’s initial business combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 12th, 2024 • YHN Acquisition I LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2024 (“Agreement”), by and among YHN ACQUISITION I LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated June 3, 2025 by and among YHN Acquisition I Limited, a British Virgin Islands business company (the “Parent”), YHNA MS I Limited (the “Purchaser”), YHNA MS II Limited (the “Merger Sub”) and...Business Combination Agreement • June 5th, 2025 • YHN Acquisition I LTD • Blank checks • Delaware
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2025 • YHN Acquisition I LTD • Blank checks • New York
This Employment Agreement (the “Agreement”) is made by and between [PUBCO NAME], a Cayman Islands company (the “Company”), and [ ] (the “Executive”) as of [CLOSING DATE], 2025 (the “Effective Date”).
RIGHTS AGREEMENTRights Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 17, 2024 between YHN Acquisition I Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • July 30th, 2024 • YHN Acquisition I LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2024 between YHN Acquisition I Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
SHAREHOLDERS SUPPORT AGREEMENTShareholders Support Agreement • April 4th, 2025 • YHN Acquisition I LTD • Blank checks
This SHAREHOLDERS SUPPORT AGREEMENT, dated as of April 3, 2025 (this “Agreement”), is entered into by and among (i) YHN Acquisition I Limited, a British Virgin Islands business company (together with its successors, including Purchaser (as defined in the Business Combination Agreement) after the Reincorporation Merger (as defined below), “Parent”), (ii) Mingde Technology Limited, a Cayman Islands company (the “Company”), and (iii) the undersigned shareholders of the Company (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
YHN Acquisition I Limited 2/F, Hang Seng Building Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 15th, 2025 • YHN Acquisition I LTD • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between YHN Acquisition I Limited, a British Virgin Islands company (the “Company”), and Lucid Capital Markets, LLC., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”) and one right, with each right entitling its holder to automatically receive 1/10 (one-tenth) of one Ordinary Share (the “Rights”) upon the consummation of the Company’s initial business combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 19th, 2024 • YHN Acquisition I LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 17, 2024 (“Agreement”), by and among YHN ACQUISITION I LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
AMENDMENT No. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 17th, 2025 • YHN Acquisition I LTD • Blank checks
This Amendment No. 2 to Business Combination Agreement, dated as of December 15, 2025 (the “Amendment”), is to amend the Amended and Restated Business Combination Agreement, which was made and entered into as of June 3, 2025 (as amended by the Amendment No. 1 dated as of November 7, 2025, the “Existing BCA”, and as amended by this Amendment and as it may further be amended in accordance with its terms after the date hereof, the “BCA”), by and among YHN Acquisition I Limited, a British Virgin Islands business company (the “Parent”), YHNA MS I Limited (the “Purchaser”), YHNA MS II Limited (the “Merger Sub”) and Mingde Technology Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 4th, 2025 • YHN Acquisition I LTD • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2025, by and among [PUCO NAME] (f/k/a [*]), a Cayman Islands exempted company (the “Purchaser” or “PubCo”) and the undersigned shareholders of the PubCo (the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
JOINDER AGREEMENT TO STOCK ESCROW AGREEMENTJoinder Agreement to Stock Escrow Agreement • October 15th, 2025 • YHN Acquisition I LTD • Blank checks
This Joinder Agreement (this “Joinder”) is entered into as of October 10, 2025, by Poon Man Ka, Christy (the “Transferee”), with respect to the Stock Escrow Agreement dated September 17, 2024 (the “Escrow Agreement”), by and among YHN Acquisition I Limited (the “Company”), the Initial Shareholders listed in Exhibit A thereto, and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 4th, 2025 • YHN Acquisition I LTD • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of April 3, 2025 (this “Agreement”), is entered into by and among (i) YHN Acquisition I Limited, a British Virgin Islands business company (together with its successors, including Purchaser (as defined in the Business Combination Agreement) after the Reincorporation Merger (as defined below), “Parent”), (ii) Mingde Technology Limited, a Cayman Islands company (the “Company”), and (iii) the shareholder(s) of Parent listed on Exhibit A hereto (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDMENT No. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 10th, 2025 • YHN Acquisition I LTD • Blank checks
This Amendment No. 1 to Amended and Restated Business Combination Agreement, dated as of November 7, 2025 (the “Amendment”), is to amend the Amended and Restated Business Combination Agreement, which was made and entered into as of June 3, 2025 (the “Existing BCA”, and as amended by this Amendment and as it may further be amended in accordance with its terms after the date hereof, the “BCA”), by and among YHN Acquisition I Limited, a British Virgin Islands business company (the “Parent”), YHNA MS I Limited (the “Purchaser”), YHNA MS II Limited (the “Merger Sub”) and Mingde Technology Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
RIGHTS AGREEMENTRights Agreement • September 10th, 2024 • YHN Acquisition I LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2024 between YHN Acquisition I Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2025 • YHN Acquisition I LTD • Blank checks • New York
This Indemnification Agreement, is made and entered into effective as of October 10, 2025 (“Agreement”), by and between YHN Acquisition I Limited, a British Virgin Islands company (“Company”), and the undersigned indemnitee (“Indemnitee”).
ADMINISTRATIVE SERVICES AGREEMENT YHN ACQUISITION I LIMITED 2/F, Hang Seng BuildingAdministrative Services Agreement • May 10th, 2024 • YHN Acquisition I LTD
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of YHN Acquisition I Limited (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), YHN Partners I Limited (“YHN Partners”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 2/F, Hang Seng Building, 200 Hennessy Road, Wanchai, Hong Kong (or any successor location). In exchange thereof, the Company shall pay YHN Partners the sum of $10,000
JOINDER AGREEMENTJoinder Agreement • May 9th, 2025 • YHN Acquisition I LTD • Blank checks • Delaware
This JOINDER AGREEMENT, made and entered into as of May 8, 2025 (this “Joinder Agreement”), by and among YHN Acquisition I Limited, a British Virgin Islands business company (“Parent”), Mingde Technology Limited, a Cayman Islands exempted company (the “Company”), YHNA MS I LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and YHNA MS II LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of April 3, 2025, entered into by and between Parent and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
STRICTLY PRIVATE AND CONFIDENTIALLetter of Intent • January 16th, 2025 • YHN Acquisition I LTD • Blank checks
This letter of intent (“LOI”) sets forth the general terms and conditions under which YHN Acquisition I Limited (NASDAQ: YHNA) (“YHN” or the “SPAC”) proposes to effect a business combination between the SPAC and Mingde Technology Limited (the “Company”), a Cayman Islands company which, pursuant to this terms of this LOI, will be the ultimate holding company of Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), based on material financial and business terms and conditions of the proposed transaction described below.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2025 • YHN Acquisition I LTD • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 8, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between YHN Acquisition I Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.