Yhn Acquisition I Ltd

This management proposal asks shareholders to approve an amendment to the Company’s memorandum and articles of association to give the Board discretion to extend the SPAC’s life up to three additional three‑month periods, moving the termination date from September 19, 2026 to June 19, 2027, by adopting a new fifth amended and restated charter. Management seeks shareholder approval because amendments to the charter that alter public shareholders’ redemption rights and the Company’s termination date require shareholder consent under the governing documents and applicable listing/SEC norms. The practical effect, if approved, is to permit the Board to keep pursuing the announced Business Combination with Mingde (and other opportunities) without being forced to liquidate the trust account on the current termination date, preserving potential upside for continuing public shareholders. The Board frames the amendment as in shareholders’ best interest because it avoids an immediate liquidation that would lock in the then‑current per‑share redemption value and would terminate any chance of participating in a post‑combination investment. The proposal includes safeguards: the Company will not effect the Charter Amendment if redemptions in connection therewith would leave net tangible assets below $5,000,001, and insiders’ extension payments are structured as non‑interest bearing loans repayable only upon consummation of a business combination and forgivable if no combination occurs (other than funds held outside the trust). Notwithstanding these protections, the amendment increases potential conflicts and dilutive/agency risk — insiders or the Sponsor control the extension decision and will supply the modest $100,000 deposits, while the Sponsor holds a controlling block (~32.08%), which may influence outcomes. Additional transactional and regulatory risks are material: the filing notes potential CFIUS or foreign‑ownership limitations when pursuing U.S. targets and uncertainty regarding characterization under the Investment Company Act if trust‑account investments remain concentrated, any of which could delay or prevent a deal despite the extended timeline. Board support for the amendment is grounded in its view that the extension will permit completing a value‑creating business combination and that the Sponsor’s loan mechanism reduces the dilution to the trust account; shareholders should weigh these potential benefits against governance and regulatory risks and the relatively small incremental payments (which are limited and do not guarantee a transaction).

This management proposal seeks shareholder approval to amend the Trust Agreement so the Company may, if authorized by the amended charter, extend the date to commence liquidating the trust account up to three times (three months each) by depositing $100,000 into the Trust Account for each extension. Management is pursuing this change to align the trust agreement with the proposed Charter Amendment and to provide the Company operational ability to fund and effect extensions without immediate liquidation if more time is needed to close a business combination. The Trust Amendment formalizes the mechanics: small extension payments by insiders or the Sponsor are wired into the trust account before each Applicable Deadline, and the trustee will execute liquidation only after receipt of the termination letter and in accordance with the trust agreement terms. The Board emphasizes that the loans/contributions from the Sponsor will be non‑interest bearing, repayable upon consummation of a business combination and forgivable if no combination occurs (except for funds outside the trust), limiting financial upside for the Sponsor in a liquidation scenario but aligning incentives to complete a deal. The Company also conditions implementing the Trust Amendment on not reducing net tangible assets below $5,000,001 after redemptions, a protection intended to avoid economically infeasible post‑extension operations. However, the amendment introduces governance risks because the Sponsor and insiders control the timing and decision to contribute extension payments and thereby influence whether the SPAC continues to operate. Further, regulatory and transactional headwinds (CFIUS, foreign‑ownership limits, and potential Investment Company Act issues) remain and could prevent consummation even with the extended timeline. The Board’s recommendation to vote FOR is based on preserving the possibility of completing a business combination and the Sponsor’s commitment to fund extensions, but shareholders should evaluate the limited size of the extension payments relative to the trust and the attendant governance and regulatory risks.

The Adjournment Proposal requests shareholder authorization to allow the chairman to adjourn the Annual Meeting to a later date (or dates) to permit further solicitation of proxies if there are insufficient votes at the scheduled meeting to approve the Charter and Trust Amendments. Management advances this proposal as a contingency mechanism to secure enough votes without using discretionary broker votes (the amendments are non‑routine and broker non‑votes are expected). The adjournment does not change the substance of the Charter or Trust proposals but would extend the meeting timeline to give management and shareholders additional time to solicit and collect votes — including from institutional holders or street‑name holders who must provide instructions to their brokers. The Board recommends voting FOR the adjournment because it enables shareholders to ensure all votes are collected and prevents the meeting from being concluded prematurely where a small additional solicitation could change the outcome. However, an adjournment imposes time and potential cost to shareholders and could delay finality for public shareholders determining whether to redeem. Shareholders should consider that approval of the adjournment merely extends the solicitation period and does not itself change economic rights or the trust balance; meaningful economic effects arise only if the Charter and Trust Amendments are subsequently approved and extension payments are made. Finally, approval of the adjournment preserves Board flexibility to pursue additional votes while maintaining existing redemption mechanics and thresholds.