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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date the Company issued the unaudited condensed consolidated financial statements.

 

On July 14, 2025, Mr. Satoshi Tominaga resigned from his positions as the Chief Executive Officer and a director of the Company, and the Board appointed Ms. Poon Man Ka, Christy as the Chief Executive Officer and a director of the Company, both effective on July 11, 2025. In connection with the positional change, Mr. Tominaga transferred 15,000 ordinary shares (the “Shares”) of the Company to the Company’s sponsor, YHN Partners I Limited, who in turn transferred them to Ms. Poon. On October 10, 2025, the Company and the Ms. Poon entered into an Indemnification Agreement, and in respect of the Shares, a Joinder Agreement to Stock Escrow Agreement and a Letter Agreement.

 

On November 7, 2025, the parties to the Amended and Restated Business Combination Agreement enter into Amendment No.1 to Amended and Restated Business Combination Agreement (the “Amendment No. 1”), which serves to adjust the Merger Consideration and the contingency basis of the Earnout Consideration from future revenue performance to post-closing share price performance of the Purchaser Ordinary Shares. As a result, the aggregate consideration for the Acquisition Merger is $280,000,000 plus up to $80,000,000 worth of Earnout Consideration Shares. The Merger Consideration will be paid in the form of (1) 20,000,0000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which are comprised of (A) 19,000,000 PubCo Ordinary Shares as the Closing Payment Shares and (B) 1,000,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing and held back as security for the Mingde’s representations and warranties as further set forth in Article XI of the Business Combination Agreement as the Holdback Shares; and (2) an addition of up to 8,000,000 PubCo Ordinary Shares valued at $10.00 per share as contingent post-closing earnout consideration subject to the earnout mechanism.