Table of Contents

As filed with the United States Securities and Exchange Commission on June 6, 2025.

Registration No. 333-[________]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

YHNA MS I LIMITED

(Exact name of Registrant as specified in its charter)

Room 2701, Building 6, Oumei Financial City

Cangqian Street, Yuhang District

Hangzhou City, Zhejiang Province

The People’s Republic of China

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

For co-registrant, see “Table of Co-Registrant” on the following page.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4 (i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant and co-registrant are emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

†-The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Room 2701, Building 6, Oumei Financial City

Cangqian Street, Yuhang District

Hangzhou City, Zhejiang Province

The People’s Republic of China

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (800) 221-0102

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JUNE 6, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

YHN ACQUISITION I LIMITED

AND PROSPECTUS FOR ORDINARY SHARES AND RIGHTS

OF YHNA MS I LIMITED

Proxy Statement/Prospectus dated [    ], 2025

and first mailed to the shareholders of YHN Acquisition I Limited on or about [    ], 2025

To the Shareholders of YHN Acquisition I Limited:

You are cordially invited to attend the extraordinary general meeting of the Shareholders of YHN Acquisition I Limited (“YHN,” “YHNA,” “we”, “our”, or “us”), which will be held at [    ], on [    ], 2025 (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

To help ensure that all shareholders may conveniently participate in the Extraordinary General Meeting, and in the interests of continuing to protect the health and well-being of our shareholders, the board of directors of YHN (the “YHN Board” or “YHNA Board”) has determined to utilize virtual shareholder meeting technology. We encourage shareholders to attend the Extraordinary General Meeting.

YHN is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

On April 3, 2025, YHN has entered into a business combination agreement with Mingde Technology Limited, a Cayman Islands company (“Mingde”), (as amended and restated on June 3, 2025 and may be further amended from time to time, the “Business Combination Agreement”), which provides for a Business Combination between YHN and Mingde. Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) subject to the approval of the Reincorporation Merger and the relevant plan and articles of merger by the shareholders of YHN, YHN will merge with and into YHNA MS I LIMITED, a Cayman Islands exempted company incorporated as a wholly owned subsidiary of YHN (such company before the Business Combination is referred to as “NewCo” or “Purchaser” and upon and following the Acquisition Merger is hereinafter sometimes referred to as “PubCo”), with NewCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) as soon as practicable promptly after the Reincorporation Merger, YHNA MS II Limited (“Merger Sub”), a Cayman Islands exempted company incorporated as a wholly owned subsidiary of NewCo, will be merged with and into Mingde, with Mingde remaining as the surviving entity, resulting in Mingde being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $326,000,000 plus up to $70,000,000 worth of Earnout Consideration Shares (as defined below). The Merger Consideration will be paid in the form of (1) 32,600,000 newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share, which is comprised of (A) 30,970,000 PubCo Ordinary Shares (the “Closing Payment Shares”) which shall be issued at the Closing and (B) 1,630,000 PubCo Ordinary Shares (the “Holdback Shares”) which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Business Combination Agreement; and (2) an addition of up to 7,000,000 PubCo Ordinary Shares, for a total of $70,000,000 as additional contingent consideration (“Earnout Consideration Shares”, together with the Closing Payment Shares and the Holdback Shares, the “Merger Consideration Shares”).

On June 3, 2025, the parties to the Business Combination Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate mechanisms for the Earnout Consideration Shares.

On April 29, 2025, each of NewCo and Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. On May 8, 2025, each of NewCo, Merger Sub, YHN and Mingde executed that certain Joinder Agreement to the Business Combination Agreement (the “Joinder Agreement”), whereby each of NewCo and Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Business Combination Agreement as though an original party thereto.

In addition, a number of PubCo Ordinary Shares equal to 20% of the outstanding PubCo Ordinary Shares as of the Closing (and after giving effect to all redemptions) will be reserved and authorized for issuance under the [PubCo New Name] 2025 Equity Incentive Plan upon Closing (the “Incentive Plan”).

At the Extraordinary General Meeting, YHN shareholders will be asked to consider and vote upon the following proposals:

collectively, the “Proposals.”

If YHN shareholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal, then, immediately prior to the consummation of the Business Combination, all outstanding units of YHN (each of which consists of one YHNA Ordinary Share and one YHNA Right) (the “YHNA Units”) will separate into their individual components of YHNA Ordinary Shares and YHNA Rights and then YHNA Units will cease separate existence and trading. Upon the consummation of the Reincorporation Merger, the current equity holdings of the YHN shareholders shall be exchanged as follows:

It is anticipated that, upon consummation of the Business Combination, YHN’s existing shareholders, including the Sponsor (as defined below), will own approximately 17.18% of the issued PubCo Ordinary Shares, and the Mingde Shareholders will own approximately 81.20% of the issued PubCo Ordinary Shares; and that YHN’s existing shareholders, including the Sponsor, will have approximately 17.18% of the aggregate voting power of all issued PubCo Ordinary Shares, and the Mingde Shareholders will have approximately 81.20% of the aggregate voting power of all issued PubCo Ordinary Shares.

These relative percentages assume that none of YHN’s existing public shareholders exercise their redemption rights or dissenting rights, as discussed herein. If any of YHN’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of YHN’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Business Combination Agreement” and “Unaudited Pro Forma Condensed Consolidated Financial Information” for further information.

The YHNA Units, YHNA Ordinary Shares and YHNA Rights are currently listed on the NASDAQ Global Market under the symbols “YHNAU,” “YHNA,” and “YHNAR,” respectively. Each YHNA Unit consists of one YHN Ordinary Share and one YHNA Right. PubCo intends to apply to list the PubCo Ordinary Shares on the Nasdaq Stock Market under the symbol “[_____]” in connection with the closing of the Business Combination.

YHN cannot assure you that the PubCo Ordinary Shares will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 41 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of [*], 2025, there was approximately $[*] in YHN’s trust account (the “Trust Account”). On [    ], 2025, the last sale price of YHNA Ordinary Shares was $[    ].

The Mingde shareholders will beneficially own 81.20% of the issued PubCo Ordinary Shares and will be able to exercise 81.20% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that (i) none of YHN’s existing public shareholders exercise their redemption rights or dissenting rights, as discussed herein; and (ii) no Earnout Consideration Shares have been issued.

Pursuant to YHN’s current amended and restated memorandum and articles of association, YHN is providing its public shareholders with the opportunity to redeem all or a portion of their YHNA Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in YHN’s Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding YHNA Ordinary Shares that were sold as part of the YHNA Units in YHN’s initial public offering (“IPO”), subject to the limitations described herein. YHN estimates that the per-share price at which YHNA Ordinary Shares held by the public (the “Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $[    ] at the time of the Extraordinary General Meeting. YHN’s public shareholders may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. YHN has no specified maximum redemption threshold under the YHN’s current amended and restated memorandum and articles of association.

Risks Related to Doing Business in China

Mingde’s operations are headquartered in China. It operates substantially all of its business through its subsidiaries, variable interest entity (“VIE”), and subsidiaries and affiliates of VIE. Mingde, through its Fit-One platform, operates a member-exclusive e-commerce service in Hangzhou, China, enabling consumers in tier 3 and tier 4 cities to earn and redeem reward points for fitness activities and general purchases since 2019. Some major potential risks specific to doing business in China include, among others, the following:

See “Risk Factors — Risks Related to Doing Business in China” for more details.

Both YHN’s and Mingde’s auditors, Adeptus Partners, LLC and Assentsure PAC, respectively, are headquartered in the U.S. and Singapore, and have been inspected by the Public Company Accounting Oversight Board (the “PCAOB”) on a regular basis, and are subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. We do not expect that the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will be applicable to PubCo. You should read “Risks Related to PubCo — The securities of PubCo may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act and the Accelerated Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect the company’s auditor” for further information.

YHN is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. The Sponsor, which owns approximately 20.97% of the issued and outstanding YHNA Ordinary Shares as of the record date, has agreed to vote its YHNA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote in favor of the Nasdaq Proposal, Governance Proposal, Incentive Plan Proposal, the Director Appointment Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual presence), please submit your proxy card without delay. YHN’s shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person (including by virtual presence) if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting and broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (including by virtual presence), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting of shareholders. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person (including by virtual presence).

This proxy statement/prospectus provides you with detailed information about the Business Combination Agreement and other matters to be considered at the Extraordinary General Meeting. We encourage you to read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

YHN’s board of directors has unanimously approved the Business Combination Agreement and the Plan and Articles of Merger, and unanimously recommends that YHN’s shareholders vote “FOR” approval of each of the Proposals. When you consider the YHN board of directors’ recommendation of these Proposals, you should keep in mind that YHN’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

On behalf of YHN’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

PubCo is a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, PubCo shareholders may receive less or different information about PubCo than they would receive about a U.S. domestic public company. See “Risk Factors—Risks Related to Ownership of PubCo’s Securities—As a “foreign private issuer” under the rules and regulations of the SEC, PubCo will be, permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and may follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.”

Following the completion of the Business Combination, [*] will control [*]% of the voting power of the outstanding PubCo Ordinary Shares. See “Risk Factors—PubCo will be a “controlled company” within the meaning of the NASDAQ corporate governance standards and, as a result, will be entitled to rely on exemptions from certain corporate governance requirements that provide protections to shareholders” and “Description of PubCo Securities—Controlled Company Exemption.”

PubCo will be a “controlled company” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely affect PubCo’s public shareholders. Following the completion of the Business Combination, [*] will hold [*] PubCo Ordinary Shares, giving them a majority of the aggregate voting power of PubCo upon the completion of the Business Combination. Therefore, PubCo will qualify as a “controlled company” under the Corporate Governance Rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of the Nasdaq and the requirement that the compensation committee and nominating and corporate governance committee of PubCo consist entirely of independent directors. PubCo currently does not intend to rely on these exemptions. However, if PubCo decides to rely on exemptions applicable to controlled company under the Corporate Governance Rules of Nasdaq in the future, its public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by YHN with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

[Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com]

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about YHN, PubCo and Mingde. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of YHN, PubCo and Mingde has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

Unless otherwise noted, all translations from Renminbi (RMB) to U.S. dollars and from U.S. dollars to RMB, as the case may be, in this proxy statement/prospectus are made at [    ] RMB to US$1.00, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on [    ]. We make no representation that any of the aforementioned currencies could have been, or could be, converted into any of the other aforementioned currencies, at any particular rate, the rates stated above, or at all. On [    ], the noon buying rate for RMB was [    ] to US$1.00.

YHN Acquisition I Limited

2/F, Hang Seng Building

200 Hennessy Road, Wanchai

Hong Kong

+852 5499 8101

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [    ], 2025

TO THE SHAREHOLDERS OF YHN ACQUISITION I LIMITED:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of YHN Acquisition I Limited, a British Virgin Islands company (“YHN”), will be held at [    ] on [    ], 2025 at [    ] AM/PM Eastern Time (“Extraordinary General Meeting”) virtually using the following dial-in information:

To help ensure that all shareholders may conveniently participate in the Extraordinary General Meeting, and in the interest of continuing to protect the health and well-being of our shareholders, the YHN Board has determined to utilize virtual shareholder meeting technology to promote social distancing due to COVID-19 pandemic. We encourage shareholders to attend the Extraordinary General Meeting. This proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if through fit passing and approving, the following resolutions that:

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then YHN will not consummate the Business Combination. YHN’s current amended and restated memorandum and articles of association provides that if YHN does not consummate the Business Combination and fails to complete an initial business combination by December 18, 2025 (15 months after the consummation of the IPO), YHN will be required to liquidate and dissolve.

As of [    ], the record date, there were [    ] YHNA Ordinary Shares issued and outstanding and entitled to vote. Only YHN’s shareholders who hold shares of record as of the close of business on [    ] are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/prospectus is first being mailed to YHN’s shareholders on or about [    ]. Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 will require the affirmative vote of the holders of a majority of the issued and outstanding YHNA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on any of the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Whether or not you plan to attend the Extraordinary General Meeting (by virtual presence), please submit your proxy card without delay to the proxy solicitor not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares yourself if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and casting your vote by ballot or by submitting a written revocation to the proxy solicitor, that is received by the proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The YHN Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-[______]) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to YHN’s shareholders, (ii) the PubCo Ordinary Shares to the shareholders of Mingde under the Business Combination Agreement, and (iii) the PubCo Ordinary Shares underlying the PubCo Rights, in each instance if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which YHN’s shareholders will be asked to consider and vote upon the Proposals to approve the Reincorporation Merger, the Acquisition Merger, the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal and the Director Appointment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. YHN files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read YHN’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.report.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact the proxy solicitor, [Advantage Proxy, Inc., individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565].

All information contained in this proxy statement/prospectus relating to YHN, PubCo and Merger Sub has been supplied by YHN, and all such information relating to Mingde has been supplied by Mingde. Information provided by either of YHN or Mingde does not constitute any representation, estimate or projection of the other party.

Neither YHN, PubCo, Merger Sub nor Mingde has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, YHN and/or Mingde and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Mingde,” and “Business of Mingde.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “predict,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of YHN and Mingde, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by YHN and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of YHN, Mingde and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Mingde, YHN, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Mingde and YHN undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 will require the affirmative vote of the holders of a majority of the issued and outstanding YHNA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 will require the affirmative vote of the holders of a majority of the issued and outstanding YHNA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. As of the record date, [    ] shares held by the Initial Shareholders, including the Sponsor and all of YHN’s officers and directors to the extent they hold YHNA Ordinary Shares (the “Initial Shareholders”), or approximately [__]% of the outstanding YHNA Ordinary Shares, would be voted in favor of each of the Proposals.

None of YHN’s officers and directors has or will have any interest in, or affiliation with, PubCo. For a discussion of the fiduciary or contractual obligations that such persons may have to other entities, please see “Directors, Executive Officers, Executive Compensation and Corporate Governance of YHN — Conflicts of Interest.”

This proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Any corrected or changed written demand of redemption rights must be received by YHN’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against, or abstain from voting on, the Business Combination and whether or not they are holders of YHNA Ordinary Shares as of the record date. Any public shareholder who holds YHNA Ordinary Shares on or before [    ], 2025 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, NY 10004-1561

Attn: Leicia Savinetti

E-mail: lsavinetti@continentalstock.com

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

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P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

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The Sponsor and other Initial Shareholders have waived the right to any liquidation distribution with respect to any YHNA Ordinary Shares held by them.

Moreover, Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from YHN pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Reincorporation Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Reincorporation Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its YHNA Ordinary Shares or YHNA Rights for the consideration under the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares received and (ii) the U.S. Holder’s adjusted tax basis in the YHNA Ordinary Shares and Rights exchanged. For a more detailed discussion of U.S. federal income tax consequences of the Reincorporation Merger, see “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders of YHN Securities” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger.

[Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

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Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com]

You may also obtain additional information about YHN from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

DELIVERY OF DOCUMENTS TO YHN’S SHAREHOLDERS

Pursuant to the rules of the SEC, YHN and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless YHN has received contrary instructions from one or more of such shareholders. Upon written or oral request, YHN will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that YHN deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify YHN of their requests by contacting the proxy solicitor as follows:

[Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com]

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Business Combination Agreement attached as Annex A1, the Plan and Articles of Merger attached as Annex A2, and PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex B, the Incentive Plan attached as Annex C. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by YHN’s shareholders.

The Parties to the Business Combination

YHN Acquisition I Limited

YHN is a newly incorporated blank check company formed in the British Virgin Islands as a business company with limited liability. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” YHN is based in Hong Kong. Its principal office is located in Hong Kong and its sponsor and a majority of its executive officers and directors are based in or have significant ties to the mainland China and/or Hong Kong. In addition, YHN may pursue or consummate an initial business combination with a company located or doing business in the PRC (including Hong Kong and Macau). Given the risks relating to doing business in Hong Kong and/or the PRC, YHN may be a less attractive partner to non-PRC or non-Hong Kong based target companies as compared to other SPACs that do not have ties to Hong Kong or the PRC, which may therefore limit the pool of acquisition candidates. YHN’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

On September 19, 2024, YHN consummated the IPO of 6,000,000 YHNA Units. Each YHNA Unit consists of one YHNA Ordinary Share and one YHNA Right to receive one-tenth (1/10) of one YHNA Ordinary Share upon the consummation of an initial business combination. The YHNA Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $60,000,000. As of September 19, 2024, a total of $60,300,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of YHN’s public shareholders.

Simultaneously with the closing of the IPO, YHN consummated the private placement (“Private Placement”) with its sponsor of 250,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,500,000. The Private Units are identical to the YHNA Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the Sponsor has also agreed not to transfer, assign or sell any of Private Units (including the ordinary shares issuable upon exercise of the Private Units) until 180 days after the completion of YHN’s initial business combination (except with respect to permitted transferees). Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any insider shares, and the private units, as applicable. However, if after YHN’s initial business combination, there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the insider shares, or the private units (or any YHNA Ordinary Shares thereunder) shall be permitted to participate. The holders were granted certain demand and piggyback registration rights in connection with the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

As of [*], 2025, YHN had approximately $[*] of unused net proceeds that were not deposited into the Trust Account to pay future general and administrative expenses. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of [*], 2025, there was $[*] held in the Trust Account.

YHN’s initial shareholders have agreed (a) to vote their founder shares, the ordinary shares included in the Private Units and any YHNA Ordinary Shares purchased during or after the IPO in favor of a business combination, (b) not to propose, or vote in favor of, an amendment to YHN’s Memorandum and Articles of Association that would stop the public shareholders from converting or selling their shares to YHN in connection with a business combination or affect the substance or timing of YHN’s obligation to redeem 100% of the public shares if YHN does not complete a business combination by December 18, 2025 unless YHN provides public shareholders with the opportunity to redeem their public shares for cash from the Trust Account in connection with any such vote; (c) not to redeem any founder shares and Private Shares as well as any public shares purchased during or after the IPO for cash from the Trust Account in connection with a shareholder vote to approve a business combination (or sell any shares in a tender offer in connection with a business combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholder’s rights of pre-business combination activity and (d) that the founder shares and Private Shares shall not participate in any liquidating distributions upon winding up if a business combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any public shares purchased during or after the IPO if YHN fails to complete its business combination.

If public units or shares are purchased by any of YHN’s directors, officers or Initial Shareholders, they will be entitled to funds from the Trust Account to the same extent as any public shareholder upon its liquidation but will not have redemption rights related thereto.

In accordance with the Current Charter, the amounts held in the Trust Account may only be used by YHN upon the consummation of a business combination, except that there can be released to YHN, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and YHN’s liquidation. YHN must liquidate unless a business combination is consummated by December 18, 2025.

YHN’s units, shares and rights are each quoted on Nasdaq, under the symbols “YHNAU,” “YHNA,” and “YHNAR,” respectively. Each YHNA Unit consists of one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of the Business Combination. YHN’s units commenced trading on Nasdaq on September 18, 2024. YHN’s ordinary shares and public rights underlying the units sold in the IPO commenced trading separately on November 8, 2024 on a voluntary basis on Nasdaq.

Mingde Technology Limited

Mingde Technology Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands on September 4, 2024 for the purposes of acting as a holding company for its operating affiliates prior to the consummation of the Business Combination.

NewCo/PubCo

NewCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 29, 2025 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Mingde following the Business Combination.

Merger Sub

Merger Sub is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 29, 2025, as a wholly owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Mingde pursuant to the Acquisition Merger.

The Business Combination and the Business Combination Agreement

The Business Combination Agreement was entered into by and among YHN and Mingde on April 3, 2025. On June 3, 2025, the parties to the Business Combination Agreement entered into an amended and restated Business Combination Agreement to refine the Merger Consideration components and to incorporate mechanisms for the Earnout Consideration Shares.

NewCo and Merger Sub executed a joinder agreement with YHN and Mingde dated May 8, 2025 (the “Joinder Agreement”), pursuant to which NewCo and Merger Sub agreed to be bound by the terms of the Business Combination Agreement. A copy of the Joinder Agreement is filed as Exhibit 2.2 to the registration statement on Form F-4 of which this proxy statement/prospectus forms a part and incorporated herein by reference.

The Reincorporation Merger

Immediately prior to the Acquisition Merger, YHN will reincorporate to the Cayman Islands by merging with and into NewCo, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of YHN, by way of the Reincorporation Merger. The separate corporate existence of YHN will cease and NewCo will continue as the surviving corporation. In connection with the Reincorporation Merger, all outstanding YHNA Units will separate into their individual components of YHNA Ordinary Shares and YHNA Rights, and the YHNA Units will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the YHN shareholders shall be exchanged as follows:

The Acquisition Merger

As soon as practicable promptly after the Reincorporation Merger, Merger Sub will be merged with and into Mingde, resulting in Mingde being a wholly owned subsidiary of PubCo.

The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $326,000,000 plus up to $70,000,000 worth of Earnout Consideration Shares (as defined below). The Merger Consideration will be paid in the form of (1) 32,600,000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which is comprised of (A) 30,970,000 PubCo Ordinary Shares (the “Closing Payment Shares”) which shall be issued at the Closing and (B) 1,630,000 PubCo Ordinary Shares (the “Holdback Shares”) which shall be issued at the Closing and subject to surrender and forfeiture for indemnification obligations under the Business Combination Agreement; and (2) an addition of up to 7,000,000 PubCo Ordinary Shares, for a total of $70,000,000 as additional contingent consideration (“Earnout Consideration Shares”, together with the Closing Payment Shares and the Holdback Shares, the “Merger Consideration Shares”).

The Earnout Consideration Shares are divided in two equal tranches of 3,500,000 PubCo Ordinary Shares each, and will be released to the Mingde shareholders as follows:

Mingde Shareholders will have all voting rights in respect to the Earnout Consideration Shares, and to receive dividends thereon, while the Earnout Consideration Shares are held in escrow.

For further details, see “Proposal No. 2: The Acquisition Merger Proposal — General Description of the Acquisition Merger — Acquisition Merger with Mingde; Acquisition Merger Consideration.”

In addition, a number of PubCo Ordinary Shares equal to 20% of the outstanding PubCo Ordinary Shares as of the Closing (and after giving effect to all redemptions) will be reserved and authorized for issuance under the Incentive Plan.

Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the corporate structure of PubCo and its subsidiaries post-Business Combination (assuming no exercise of the redemption rights by YHN’s shareholders).

Note 1: The partners of Hangzhou Juqing Management Consulting Partnership Enterprise (Limited Partnership) include: Liu Lirong (67.1051%), Zhu Lianying (7.8948%), Liu Minghui (6.5789%), Tan Hong (6.5789%), Wu Gang (6.5789%), and Chen Conggang (5.2632%), with Liu Lirong serving as the general partner.

Note 2: The partners of Hangzhou Youwei Management Consulting Partnership Enterprise (Limited Partnership) include: Liu Lirong (77.78%) and Li Xiuli (22.22%), with Liu Lirong serving as the general partner.

Note 3: The partners of Hangzhou Lingchen Enterprise Management Consulting Partnership Enterprise (Limited Partnership) include: Qi Yuping (20.00%), Bing Qijie (20.00%), Zheng Yu (20.00%), Liu Bo (20.00%), and Zhao Peng (20.00%), with Qi Yuping serving as the general partner.

Note 4: The partners of Hangzhou Changxin Brand Operation Management Partnership Enterprise (Limited Partnership) include: Liu Minghui (6.00%), Zuo Xizhen (40.00%), Zhou Jiaxin (40.00%), Yang Weijuan (6.00%), and Liao Luchen(8.00%), with Liu Minghui serving as the general partner.

The ownership percentages do not take into account of the shareholder structure of PubCo, as the ownership percentage retained by YHN’s public shareholders following the business combination will be different depending on the redemption rights exercised by the public shareholders. For more information, please see “Unaudited Pro Forma Condensed Consolidated Financial Information - Basis of Pro Forma Presentation.”

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of five members, three of whom shall be independent directors under Nasdaq rules. All of PubCo’s directors will be designated by Mingde. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Additional Agreements Executed at the Signing of the Business Combination Agreement

Shareholders Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, certain shareholders of Mingde have entered into a support agreement (the “Shareholders Support Agreement”), pursuant to which such shareholders agreed to, among other things, approve the Business Combination Agreement and the Business Combination.

The foregoing description of the Shareholders Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 10.1 to YHN’s Current Report on Form 8-K, filed with the SEC on April 4, 2025 and is incorporated herein by reference.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, certain holders of YHNA Ordinary Shares entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Business Combination Agreement and the proposed Business Combination.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.2 to YHN’s Current Report on Form 8-K, filed with the SEC on April 4, 2025 and is incorporated herein by reference.

Additional Agreements to be Executed at Closing

Lock-Up Agreements

Upon the Closing, shareholders who will own at least 3% of PubCo’s outstanding shares immediately after the Closing (the “Significant Shareholders”) will execute lock-up agreements (the “Lock-Up Agreements”) with regard to the PubCo Ordinary Shares to be issued by PubCo to such Significant Shareholders under the Business Combination Agreement. Pursuant to the Lock-Up Agreements, Significant Shareholders will, subject to certain customary exceptions, agree not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Purchaser Ordinary Shares held by them (the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 365 days after the date of the Closing.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which is filed as Exhibit 10.3 to YHN’s Current Report on Form 8-K, filed with the SEC on April 4, 2025 and is incorporated herein by reference.

Employment Agreements 

At the closing of the Business Combination, PubCo will enter into employment agreements with certain key executives of Mingde (the “Employment Agreements”) which will contain the terms and conditions governing the employment of such individuals.

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which is filed as Exhibit 10.4 to YHN’s Current Report on Form 8-K, filed with the SEC on April 4, 2025 and is incorporated herein by reference .

Redemption Rights

Pursuant to YHN’s current amended and restated memorandum and articles of association, YHN’s public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares. As of [    ], 2025, this would have amounted to approximately $[    ] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of outstanding YHNA Units must separate the underlying YHNA Ordinary Shares and YHNA Rights prior to exercising redemption rights with respect to the YHNA Ordinary Shares. If YHNA Units are registered in a holder’s own name, the holder must deliver the certificate for its YHNA Units to the transfer agent with written instructions to separate the YHNA Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the YHNA Ordinary Shares from the YHNA Units.

If a broker, dealer, commercial bank, trust company or other nominee holds YHNA Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s YHNA Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of YHNA Units to be separated and the nominee holding such YHNA Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant YHNA Units and a deposit of an equal number of YHNA Ordinary Shares and YHNA Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the YHNA Ordinary Shares from the YHNA Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their YHNA Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Extraordinary General Meeting. Furthermore, if a shareholder delivered his or her certificate for redemption and subsequently decided prior to the date immediately preceding the Extraordinary General Meeting not to elect redemption, such shareholder may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the YHNA Ordinary Shares.

If a holder exercises his or her redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own shares of YHN or PubCo. Such a holder will be entitled to receive cash for his or her Public Shares only by properly demanding redemption and delivering such shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Please see the section titled “The Extraordinary General Meeting of YHN Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, YHN will promptly return the share certificates to the public shareholder.

The Proposals

At the Extraordinary General Meeting, YHN’s shareholders will be asked to vote on the following:

Please see the sections titled “The Extraordinary General Meeting of YHN Shareholders” on page 92 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [    ], 2025, there were [7,750,000] YHNA Ordinary Shares issued and outstanding. Only YHN’s shareholders who hold YHNA Ordinary Shares of record as of the close of business on [    ], 2025 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 will require the affirmative vote of the holders of a majority of the issued and outstanding YHNA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

As of [    ], 2025, the Initial Shareholders collectively owned and were entitled to vote [1,750,000] YHNA Ordinary Shares, or approximately [    ] of YHN’s outstanding shares. With respect to the Business Combination, the Initial Shareholders who own approximately [    ]% of YHN’s outstanding shares as of the record date, have agreed to vote their YHNA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, YHN will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Mingde expecting to have a majority of the voting power of the post-combination company, Mingde senior management comprising all of the senior management of the post-combination company, the relative size of Mingde compared to YHN, and Mingde’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Mingde issuing stock for the net assets of YHN, accompanied by a recapitalization. The net assets of YHN will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Mingde.

Foreign Private Issuer

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.

PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules because [*] will hold a majority of the aggregate voting power of PubCo upon the completion of the Business Combination.

Regulatory Approvals

The Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the BVI or the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger (together with any ancillary documents as required under the Cayman Companies Act) and by the British Virgin Islands Registrar of Corporate Affairs of the Plan and Articles of Merger (together with any ancillary documents as required under the BVI Companies Act).

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the YHN Board in favor of adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that YHN’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

Recommendations of the YHN’s Board of Directors to the YHN Shareholders

After careful consideration of the terms and conditions of the Business Combination Agreement, the YHN Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of YHN and its shareholders. In reaching its decision with respect to the Reincorporation Merger and the Acquisition Merger, the YHN Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Mingde. The YHN Board obtained a fairness opinion on which to base its assessment – please see “Proposal No.2 – The Acquisition Merger Proposal – Background of the Business Combination – Opinion of King Kee Appraisal and Advisory Limited” for details. The YHN Board recommends that YHN’s shareholders vote:

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 41 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) YHN’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination. In the event that the Proposals are approved, the shareholders of PubCo will be subject to the following risks related to Mingde’s business, risks related to doing business in China, risks related to PubCo’s corporate structure, risks related to PubCo’s securities, and risks related to PubCo.

Risks Related to Mingde’s Business

Risks Relating to Mingde’s Corporate Structure

Risks Related to Doing Business in China

Risks Related to PubCo’s Corporate Structure

For the corporate structure of PubCo and its subsidiaries post-Business Combination, please see “Summary of The Proxy Statement/Prospectus – Post-Business Combination Structure and Impact on the Public Float.”

Risks Related to YHN and the Business Combination

Risks Related to PubCo’s Securities

Risks Related to PubCo

SELECTED HISTORICAL FINANCIAL INFORMATION

YHN and Mingde are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

SELECTED HISTORICAL FINANCIAL INFORMATION OF YHN

The following tables set forth summary historical financial data derived from YHN’s audited financial statements for the year ended December 31, 2024 and for the period from December 18, 2023 (inception) to December 31, 2023, each of which is included elsewhere in this proxy statement/prospectus. The financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP). Such financial information should be read in conjunction with the financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of YHN” and YHN’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

SELECTED HISTORICAL FINANCIAL INFORMATION OF MINGDE

Mingde presents below its summary of consolidating financial data for the periods indicated. The following summary historical financial data from Minde’s unaudited financial statements as of September 30, 2024 and 2023 and audited financial statements as of March 31, 2024 and 2023 included elsewhere in this proxy statement/prospectus. The summary financial data should be read in conjunction with Mingde’s financial statements and related notes and “Mingde’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The financial statements are prepared and presented in accordance with US GAAP. Mingde’s historical results are not necessarily indicative of its results for any future periods.

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Cash Flows 

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of Mingde and YHN on a stand-alone basis and the unaudited pro forma condensed consolidated per share data for the six months ended September 30, 2024 after giving effect to the Business Combination assuming (i) no redemption of YHNA Ordinary Shares, and (ii) maximum redemption of YHNA Ordinary Shares. The pro forma earnings information for the six months ended September 30, 2024 were computed as if the Business Combination had been completed on April 1, 2024, and carried forward through the interim period.

The pro forma earnings per share of the Combined Company is computed by dividing the pro forma income available to the Combined Company’s ordinary shareholders by the pro forma weighted-average number of YHNA Ordinary Shares outstanding over the period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of YHN and Mingde and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited YHN and Mingde pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of YHN and Mingde would have been had the companies been combined during the periods presented.

SECURITIES AND DIVIDENDS

YHN’s units, ordinary shares and rights are each quoted on the Nasdaq, under the symbols “YHNAU,” “YHNA,” and “YHNAR,” respectively. Each YHNA Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. YHNA Units commenced trading on Nasdaq on September 18, 2024. YHN’s ordinary shares and public rights underlying the units sold in the IPO commenced trading separately on November 8, 2024 on a voluntary basis on Nasdaq.

YHN has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo board of directors. It is the present intention of the YHN Board to retain all earnings, if any, for use in its business operations and, accordingly, YHN’s board does not anticipate declaring any dividends in the foreseeable future.

Mingde’s securities are not currently publicly traded. We are applying to list the PubCo Ordinary Shares on Nasdaq under the symbol “[_____]” in connection with the Business Combination.

[CONTROLLED COMPANY EXEMPTION

Following the completion of the Business Combination, [*] will control a majority of the voting power of the outstanding PubCo Ordinary Shares. As a result, PubCo will be a “controlled company” within the meaning of NASDAQ rules, and PubCo may qualify for and rely on exemptions from certain corporate governance requirements. Under NASDAQ corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

PubCo currently does not intend to rely on these exemptions. However, if PubCo decides to rely on exemptions applicable to controlled company under the Corporate Governance Rules of Nasdaq in the future, its public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.]

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and Mingde. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “Mingde’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “YHN’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus and before making a decision to invest in PubCo’s securities. The risks associated with Mingde, YHN, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to Mingde, YHN, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Mingde and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Mingde and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and prospects.

Risks Related to Mingde’s Business

Mingde’s limited operating history makes it difficult to evaluate our business and prospects. Mingde cannot guarantee that it will be able to maintain the growth rate that we have experienced to date.

Mingde commenced its commercial operations in December 2019 and have a limited operating history. For the year ended March 31, 2024, the number of Mingde’s suppliers reached 58. Between the beginning of Mingde’s operations in December 2019 and December 31, 2024, the number of registered users has grown exponentially and reached 72,409. Mingde’s revenues reached approximately RMB41.6 million (US$5.8 million) and RMB0.4 million for the years ended March 31, 2024 and 2023, respectively. However, our historical performance may not be indicative of our future growth or financial results. Mingde cannot assure you that it will be able to grow at the same rate as we did in the past, or avoid any decline in the future. Mingde’s growth may slow down or become negative, and revenues may decline for a number of possible reasons, some of which are beyond Mingde’s control, including decreasing consumer spending, increasing competition, declining growth of Mingde’s overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. If Mingde’s growth rate declines, investors’ perceptions of its business and prospects may be materially and adversely affected and the market price of its Ordinary Shares could decline. You should consider Mingde ’s prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.

Mingde incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not sustain profitability.

Mingde has experienced net losses in the past. Although Mingde has reported net losses of approximately RMB$11.6 million (US$1.6 million) and RMB15.1 million (US$[*] million) for the years ended March 31, 2024 and 2023, respectively, and as of March 31, 2024, Mingde has accumulated deficits of approximately RMB42.4 million (US$5.9 million), Mingde still expect to make significant expenditures related to the development and expansion of Mingde’s business, including marketing, platform improvement, and system and operation optimization. These efforts may prove more expensive than Mingde currently anticipates, and it may not succeed in increasing its revenue sufficiently, or at all, to offset these higher expenses. If Mingde’s revenue declines or fails to grow at a rate faster than increases in its operating expenses, it will not be able to sustain profitability in future periods. As a result, Mingde may incur additional losses. Mingde cannot assure you that Mingde can sustain profitability.

Mingde’s interim results may fluctuate significantly and may not fully reflect the underlying performance of its business.

Mingde’s interim results of operations, including the levels of its net revenues, expenses, net income (loss) and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of its control, and period-to-period comparisons of its operating results may not be meaningful, especially given its limited operating history. Accordingly, the results for any interim period are not necessarily an indication of future performance. Fluctuations in interim results may adversely affect the market price of Mingde’s Ordinary Shares. Factors that may cause fluctuations in our interim financial results include:

From time to time Mingde may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt its business and adversely affect its financial results.

Mingde may evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of our marketplace and better serve itscustomers. These transactions could be material to its financial condition and results of operations if consummated. If Mingde is able to identify an appropriate business opportunity, it may not be able to successfully consummate the transaction and, even if Mingde does consummate such a transaction, it may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:

Mingde may not make any investments or acquisitions, or future investments or acquisitions may not be successful, may not benefit its business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. In addition, Mingde cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new or enhanced its existing products and services or that any new or enhanced products and services, if developed, will achieve market acceptance or prove to be profitable.

If Mingde fails to anticipate consumer needs and provide products and services to attract and retain consumers, or fail to adapt its services or business model to changing consumer needs or emerging industry standards, our business may be materially and adversely affected.

The e-commerce market and offline retail stores in which Mingde operates as well as consumer needs and preferences are constantly evolving. As a result, Mingde must continuously respond to changes in the market and consumer demand and preferences to remain competitive, grow its business and maintain its market position. Mingde intend to further diversify its product and service offerings to add to its revenue sources in the future. New products and services, new types of buyers or new business models may involve risks and challenges Mingde does not currently face. For example, Mingde plans to continue to develop its DAKA membership stores and build an integrated ecosystem of business, shopping, entertainment for its members. Any similar new initiatives may require Mingde to devote significant financial and management resources and may not perform as well as expected. Furthermore, Mingde may have difficulty in anticipating consumer demand and preferences, and the products offered on its platform may not be accepted by the market or be rendered obsolete or uneconomical. Therefore, any inability to adapt to these changes may result in a failure to capture new consumers or retain existing consumers, the occurrence of which would materially and adversely affect our business, financial condition and results of operations.

In addition, to remain competitive, Mingde must continue to enhance and improve the responsiveness, functionality and features of our platform and offline retail stores. The e-commerce and retail markets are characterized by rapid technological evolution, changes in consumer requirements and preferences, frequent introductions of new products, features and services embodying new technologies and the emergence of new industry standards and practices, any of which could render our existing technologies and systems obsolete. Mingde’s success will depend, in part, on its ability to identify, develop and adapt to new technologies useful in its business, and respond to technological advances and emerging industry standards and practices, in particular with respect to mobile internet, in a cost-effective and timely way. Mingde cannot assure you that it will be successful in these efforts.

If Mingde fails to maintain and improve the quality of its platform, it may not be able to attract and retain users.

To satisfy suppliers, businesses and consumers, Mingde needs to continue to improve its user experience as well as innovate and introduce features and services that users find useful and that cause them to use its platform more frequently. This includes improving Mingde’s technology to optimize search results, tailoring its database to additional geographic and market segments and improving the user-friendliness of its platform and its ability to provide high-quality support. Mingde’s users depend on its support organization to resolve issues relating to its platform. Mingde’s ability to provide effective support is largely dependent on its ability to attract and retain employees who are well versed in our platform. Any failure to maintain high-quality support, or a market perception that Mingde do not maintain high-quality support, could harm Mingde’s reputation or adversely affect its ability to market the benefits of its platform to existing and prospective users.

In addition, Mingde needs to adapt, expand and improve its platform and user interfaces to keep up with changing user preferences. Mingde invests substantial resources in researching and developing new features and enhancing its platform by incorporating these new features, improving functionality and adding other improvements to meet its users’ evolving demands. The success of any enhancements or improvements to Mingde’s platform or any new features depends on several factors, including timely completion, adequate quality testing, integration with technologies on our platform and third-party partners’ technologies and overall market acceptance. Because further development of Mingde’s platform is complex, challenging and dependent upon an array of factors, the timetable for the release of new features and enhancements to its platform is difficult to predict, and Mingde may not offer new features as rapidly as users of its platform require or expect. Additionally, the time, money, energy and other resources Mingde dedicates to developing new features or enhancements to its platform may be greater than the short-term, and potentially the total, returns from these new offerings.

It is difficult to predict the problems Mingde may encounter in introducing new features to its platform, and it may need to devote significant resources to the creation, support and maintenance of these features. Mingde provides no assurances that its initiatives to improve its user experience will be successful. Mingde also cannot predict whether any new features will be well received by users, or whether improving its platform will be successful or sufficient to offset the costs incurred to offer these new features. If Mingde is unable to improve or maintain the quality of its platform, our business, prospects, financial condition and results of operations could be materially and adversely affected.

Any change, disruption, or discontinuity in the features and functions of major social media could severely limit Mingde’s ability to continue growing its member base, and its business may be materially and adversely affected.

Mingde’s success depends on its ability to attract and retain new members and expand its member base. Acquiring and retaining members on its platform is important to the growth and profitability of its business. Mingde employs social media as a tool for member acquisition and engagement. Although members can access Mingde’s platform without using social media, Mingde leverages social media, such as WeChat and Douyin, to enable members to share product information and their user experiences with their friends, family and other social contacts to generate low-cost organic traffic and active interactions among members. A portion of Mingde’s member traffic comes from such user recommendations or product introduction features which members can share with friends or contacts through social media. Due to the nature of Mingde’s business model, which resembles a dynamic and interactive shopping experience, it is impracticable for Mingde to accurately bifurcate and quantify the member traffic generated directly through its platform and social media.

To the extent that Mingde fails to leverage such social media, its ability to attract or retain members may be severely harmed. If any of these social media make changes to its functions or support, such as charging fees for functions or support that is currently provided for free, or stops offering its functions or support to Mingde, it may not be able to locate alternative platforms of similar scale to provide similar functions or support on commercially reasonable terms in a timely manner, or at all. Furthermore, Mingde may fail to establish or maintain relationships with additional social network operators to support the growth of its business on economically viable terms, or at all. Any interruption to or discontinuation of Mingde’s relationships with major social network operators may severely and negatively impact our ability to continue growing Mingde’s member base, and any occurrence of the circumstances mentioned above may have a material adverse effect on its business, financial condition and results of operations.

Mingde’s user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control.

Mingde’s users access its platform through mobile devices. There is no guarantee that popular mobile devices will continue to support its platform or that mobile device users will use its platform rather than competing products. Mingde is dependent on the interoperability of its platform with popular mobile operating systems that Mingde does not control, such as Android and iOS, and any changes in such systems that degrade the functionality of our website or apps or give preferential treatment to competitors could adversely affect Mingde’s platform’s usage on mobile devices. Additionally, in order to deliver a high-quality mobile user experience, it is important that Mingde’s platform is designed effectively and works well with a range of mobile technologies, systems, networks and standards that Mingde does not control. Mingde may not be successful in developing relationships with key participants in the mobile industry or in developing features that operate effectively with these technologies, systems, networks or standards. In the event that it is more difficult for Mingde’s users to access and use its platform on their mobile devices or users find its mobile offering does not effectively meet their needs, Mingde’s competitors develop products and services that are perceived to operate more effectively on mobile devices or its users choose not to access or use its platform on their mobile devices or use mobile products that do not offer access to our platform, its user growth and user engagement could be adversely impacted.

If Mingde fails to maintain and enhance its brand, its business, results of operations and prospects may be materially and adversely affected.

Mingde believes that maintaining and enhancing its brand are of significant importance to the success of its business. A well-recognized brand is critical to increasing the number and the level of engagement of merchants and, in turn, enhancing its attractiveness to members. Successful promotion of its brand, platform and offline retail stores depends on, among other things, the effectiveness of its marketing efforts, its ability to provide a reliable, trustworthy and useful platform, the perceived value of its platform and its ability to provide quality support. In order to maintain and enhance Mingde’s brand, it will need to continuously invest in marketing programs that may not be successful in achieving meaningful awareness levels. However, brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses Mingde incurs in building and maintaining its brand. Mingde has conducted and may continue to conduct various marketing and brand promotion activities. Mingde cannot assure you, however, that these activities will be successful or that it will be able to achieve the brand awareness Mingde expect. In addition, Mingde’s competitors may increase the intensity of their marketing campaigns, which may force Mingde to increase its advertising spend to maintain its brand awareness.

In addition, any negative publicity relating to Mingde’s platform and stores, regardless of its veracity, could harm its brand. If Mingde’s brand is harmed, it may not be able to grow or maintain its seller base, and its business, prospects, financial condition and results of operations could be materially and adversely affected.

Mingde faces intense competition and could lose market share to its competitors, which could adversely affect its business, financial condition, and operating results.

The market segments for e-commerce and retail stores are highly competitive, rapidly evolving, fragmented, and subject to changing technology, shifting needs, and frequent introductions of new competitors as well as new products and services. The level of competition within, and the frequency and likelihood of increased third-party investment and new competitors entering, such market segment may intensify further due to any pandemic in the future and the resulting increase in remote work, macroeconomic downturn, and increased unemployment rates.

Most platforms are not well-known in the market. Their main products and services are homogeneous and lack core competitiveness. They are vulnerable to price wars to compete for users, which reduces the gross profit margin of the entire industry. In the face of fierce competition in the industry, Mingde focus on building its brand awareness, diversifying its products and differentiating its services to better address the unique needs of its clients. Mingde plans to acquire smaller competitors to increase its market share and gradually expand its market influence.

However, Mingde cannot assure you that its strategies would be successfully implemented or Mingde may be able to compete successfully against its current and future competitors. If Mingde is unable to compete successfully against current and future competitors, its business, operating results, and financial condition would be adversely impacted.

Mingde relies on search engines, social networking sites and online streaming services to attract a meaningful portion of its users, and if those search engines, social networking sites and online streaming services change their listings or policies regarding advertising, or increase their pricing or suffer problems, it may limit its ability to attract new users.

Many users locate Mingde’s platform through internet search engines, such as Baidu, and advertisements on social networking sites and online streaming services, such as WeChat, Douyin and Xiaohongshu. If Mingde is listed less prominently or fail to appear in search results for any reason, visits to its website could decline significantly, and Mingde may not be able to replace this traffic. Search engines revise their algorithms from time to time in an attempt to optimize their search results. If the search engines on which Mingde relies for algorithmic listings modify their algorithms, Mingde may appear less prominently or not at all in search results, which could result in reduced traffic to its website that Mingde may not be able to replace. Additionally, if the costs of search engine marketing services, such as Baidu, increase, Mingde may incur additional marketing expenses, it may be required to allocate a larger portion of its marketing spend to this channel or it may be forced to attempt to replace it with another channel (which may not be available at reasonable prices, if at all), and our business, financial condition and results of operations could be adversely affected.

Furthermore, competitors may in the future bid on Mingde’s brand names and other search terms that it uses to drive traffic to its website. Such actions could increase Mingde’s marketing costs and result in decreased traffic to its website. In addition, search engines, social networking sites and video streaming services may change their advertising policies from time to time. If any change to these policies delays or prevents us from advertising through these channels, it could result in reduced traffic to Mingde’s website and sales of its services and products. Additionally, new search engines, social networking sites, video streaming services and other popular digital engagement platforms may develop in specific jurisdictions or more broadly that reduce traffic on existing search engines, social networking sites and video streaming services. If Mingde is not able to achieve awareness through advertising or otherwise, it may not achieve significant traffic to its website.

Mingde relies on its information systems to manage its production and otherwise oversee its operations. Any malfunction of its systems could harm its ability to conduct its business operations.

Mingde depends on a variety of information technology systems for the efficient functioning of its business, including, without limitation, production management, logistics, website, and other aspects of operations. Mingde’s technology systems may not deliver desired results or may do so on a delayed schedule. Any improper functioning of our technology systems could cause interruptions or deoptimization of Mingde’s operations. Its technology systems are subject to damage or interruption from power surges and outages, facility damage, physical theft, computer and telecommunications failures, inadequate or ineffective redundancy, malicious code (including computer viruses, worms, ransomware, or similar), cyberattacks (including account compromise; phishing; spamming; denial of service attacks; and application, network or system vulnerability exploitation), software upgrade failures or code defects, natural disasters and human error. Design defects or damage or interruption to these systems may require a significant investment to fix or replace, disrupt Mingde’s operations, result in the loss or corruption of critical data, and harm its reputation, all of which could materially and adversely affect its business or results of operations.

Failure to protect the confidential information of Mingde’s users and network against security breaches could damage its reputation and brand and substantially harm its business and results of operations.