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June 6, 2024
Satoshi Tominaga
Chief Executive Officer
YHN Acquisition I Ltd
2/F, Hang Seng Building
200 Hennessy Road, Wanchai
Hong Kong
Re:YHN Acquisition I Ltd
Registration Statement on Form S-1
Filed May 10, 2024
File No. 333-279308
Dear Satoshi Tominaga:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed May 10, 2024
Cover Page
1.We note your disclosure about the legal and operational risks associated with pursuing or
consummating a business combination with a company located or doing business in the
PRC (including Hong Kong and Macau). Please revise to provide prominent disclosure
clarifying that these risks also exist prior to any business combination because you are
currently located in Hong Kong and your sponsor and a majority of your executive
officers and directors are based in or have significant ties to China.
2.Please provide a description here and in your summary of how cash is transferred through
your organization. State whether any transfers, dividends, or distributions have been made
to date between the company, to itself or to investors, and quantify the amounts where
applicable. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Please also address any

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impact PRC law or regulation may have on the cash flows associated with your current
operations and/or the business combination, including shareholder redemption rights.
Competitive Strengths, page 3
3.Please disclose the current trading prices of any special purpose acquisition company
business combinations your management team has participated in, including Clene
Nanomedicine Inc.
The Offering
Shareholder approval of, or tender offer in connection with, initial business combination, page 18
4.We note your disclosure that if a significant number of shareholders indicate an interest or
intention to vote against a proposed initial business combination, your officers, directors,
initial shareholders or their affiliates could make open market purchases or private
transactions in order to influence the vote. Please reconcile this disclosure with your
disclosure on page 52 stating that any purchases made by your sponsor, directors, officers,
advisors or their affiliates would be in compliance with the requirements of Rule 14e-5
under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance.
Redemption rights, page 19
5.We note disclosure on page 42 that you may seek to extend the period of time to
consummate a business combination. Please clarify whether and how you may extend the
time period to consummate a business combination beyond 18 months and, if so, confirm
whether shareholders may redeem their shares in connection with any extension proposal.
6.We note your disclosure that public shareholders may seek to convert their shares,
regardless of whether they vote for or against a proposed business combination. Please
revise here and elsewhere to clarify whether they may also convert their shares if they
abstain from voting.
Risk Factors Summary, page 23
7.We note disclosure in your risk factors summary regarding risks associated with acquiring
and operating a target business with its primary operations in China or Hong Kong. Given
that you are currently located in Hong Kong, and that your sponsor and a majority of your
executive officers and directors currently have ties to the PRC and Hong Kong, please
revise your disclosure to describe the current risks. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the current risk that the Chinese government may intervene or
influence your search for a target company or completion of your initial business

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combination at any time, which could result in a material change in your operations and/or
the value of the securities you are registering for sale. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Risk Factors, page 30
8.Please revise your risk factors to address the current risks associated with you, your
sponsor, and your executive officers and directors being located in or having ties to the
PRC and Hong Kong. Given the Chinese government’s significant oversight and
discretion over the conduct of your directors' and officers' search for a target company and
the current operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business, on your search for a target, or on the value of your securities. Highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations, search,
and/or the value of your securities. We remind you that, pursuant to federal securities
rules, the term "control" (including the terms "controlling," "controlled by," and "under
common control with") means "the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise."
The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our
securities following our initial business . . ., page 50
9.Please revise to discuss, if applicable, the risk that if shareholders elect to redeem their
shares in connection with a business combination such that their redemptions would
subject you to the stock buyback excise tax, the remaining shareholders that did not elect
to redeem may economically bear the impact of the excise tax.
Enforceability of Civil Liabilities, page 77
10.Please expand your disclosure in this section to discuss the enforcement risks related to
civil liabilities due to your sponsor having ties to Hong Kong. In addition, please identify
each officer and director located in China or Hong Kong and disclose that it will be more
difficult to enforce liabilities and judgments on those individuals. Lastly, please also
disclose these risks in the proposed business section.
Proposed Business, page 94
11.Please revise the introduction to this section to disclose that the location of the company in
Hong Kong and the significant ties to China and Hong Kong of your sponsor and

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executive officers and directors may make you a less attractive partner to a non-China-
based target company, which may therefore limit the pool of acquisition candidates.
Management, page 109
12.Please provide a description of Min Zhang's business experience during each of the past
five years. Refer to Item 401(e) of Regulation S-K.
Exhibits
13.We note that you issued a promissory note to the sponsor on April 12, 2024 for $500,000.
Please file this promissory note as an exhibit to your registration statement or tell us why
you do not believe it is required to be filed. Refer to Item 601(b)(10) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lawrence S. Venick, Esq.