Poon Man Ka, Christy
About Poon Man Ka, Christy
Chief Executive Officer of YHN Acquisition I Limited (a BVI-domiciled SPAC). She signs the company’s proxy materials and is included among “officers and directors” in the beneficial ownership table; the filing identifies three independent directors (Christy is not among them), and she is not listed on any board committee . YHNA is seeking shareholder approval to extend its business combination deadline up to three times (to September 19, 2026), has approximately $63,307,130.36 in its trust (estimated $10.55 per share) as of November 12, 2025, and entered into a Business Combination Agreement with Mingde Technology Limited on April 3, 2025 . No biography (age, education), tenure, or TSR/operating performance metrics for Christy are disclosed in the proxy .
Fixed Compensation
| Component | FY 2024 | YTD 2025 |
|---|---|---|
| Base salary ($) | $0 (no executive cash compensation paid) | $0 (no executive cash compensation paid) |
| Target annual bonus (%) | Not disclosed (no executive cash comp) | Not disclosed (no executive cash comp) |
| Actual bonus paid ($) | $0 | $0 |
| Perquisites (cash value) | Not disclosed | Not disclosed |
Notes: The company pays a $10,000/month administrative services fee to an affiliate of the Sponsor (not to executives), until a business combination or liquidation .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | None disclosed (no executive cash compensation pre-business combination) | — | — | — | — |
| Long-term equity (RSUs/PSUs) | None disclosed | — | — | — | — |
| Stock options | None disclosed | — | — | — | — |
Additional governance:
- Clawback: Adopted July 2024; applies to incentive compensation for the three completed fiscal years preceding any required accounting restatement. Recovery equals excess over restated results, as determined by the board .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Poon Man Ka, Christy | 15,000 | “*” (less than 1%) | Included among “officers and directors” |
| YHN Partners I Limited (Sponsor) | 1,625,000 | 20.97% | Includes 250,000 Private Units; sponsor controlled by Pui Chun Wong |
| All directors and executive officers as a group (5 individuals) | 110,000 | 1.42% | |
| Shares outstanding (record date) | 7,750,000 | — |
- Pledging/hedging: The Articles permit members to mortgage/charge shares generally, but the proxy does not list any pledges for named insiders; the ownership table provides share counts and percents without pledge annotations .
- Insider redemptions: In connection with both tender and vote-based redemption offers, the company will not redeem shares held by the Initial Shareholders (Sponsor/affiliates). This restricts insider liquidity into the trust at de-SPAC and defers selling pressure to post-combination trading windows .
Vesting/lock-up and potential selling pressure
| Security | Lock-up / Transfer Restriction | Early Release / Exceptions |
|---|---|---|
| Insider (founder) shares | Not transferable until 180 days after completion of initial business combination | Early release: on the earlier of (1) 150 days post-combination if price ≥ $12.00 for any 20 of 30 trading days; or (2) upon subsequent liquidation/merger where all shares are exchanged |
| Private Units (Sponsor) | Not transferable until 180 days after completion of initial business combination | Same permitted participation in whole-company exchange/redemption transactions |
Implication: Post-merger price ≥$12 could accelerate insider share liquidity to 150 days post-close, representing potential supply overhang; otherwise 180-day release governs .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None; no employment agreements with executive officers |
| Severance / benefits upon termination | None; no agreements to provide benefits upon termination of employment |
| Change-of-control (parachute) | None disclosed; no severance benefits arrangements disclosed |
| Non-compete / non-solicit / garden leave | Not disclosed |
| Clawback policy | Adopted July 2024; restatement-based recovery of incentive compensation for Covered Executives |
Board Governance (service and committee structure)
- Independent directors: The company identifies three independent directors — Zhengming Feng, Donghui Xu, and Min Zhang — under Nasdaq rules .
- Committees (independent membership and chairs):
- Audit Committee: members — Feng, Xu, Min Zhang (chair and financial expert) .
- Compensation Committee: members — Feng, Xu (chair), Min Zhang .
- Nominating & Corporate Governance: members — Feng (chair), Xu, Min Zhang .
- CEO role and committee service: Christy is not listed on any of the board committees; committee oversight rests with independent directors .
- Board service details (tenure, attendance, chair roles beyond committee chairs): Not disclosed in the proxy .
Dual-role implications:
- Concentration risk is mitigated by fully independent key committees and an identified audit “financial expert” chair (Min Zhang) overseeing financial reporting and compensation governance .
Related Party Transactions (context for alignment and conflicts)
| Item | Key Terms |
|---|---|
| Administrative services agreement | Affiliate of Sponsor provides office/admin services; company pays $10,000 per month until business combination or liquidation (incurred $60,000 for six months ended 6/30/25; $30,000 for 2024) |
| Sponsor promissory note | Unsecured, non-interest bearing up to $500,000; used before IPO; partial repayments described; temporary advances outstanding ($226,059 at 6/30/25) |
| Extension financing | For each 3-month extension, Sponsor/affiliates intend to contribute $150,000 as a non-interest loan; repayable upon business combination; forgiven if liquidation (except funds outside trust) |
| Registration rights | Holders of insider shares and Private Units have demand and piggyback rights (Rule 415) post-combination |
| Finder/consulting fees | None payable to Sponsor/officers/directors prior to or for services to effect the business combination |
Performance & Track Record (transaction process and SPAC-specific risks)
- Business Combination Agreement signed with Mingde Technology Limited on April 3, 2025 .
- Extension proposals: Charter and trust amendments to allow up to three 3-month extensions to September 19, 2026; each extension requires $150,000 contribution; company will not proceed with amendments if redemptions would reduce net tangible assets below $5,000,001 .
- CFIUS/foreign ownership risk: As a “foreign person,” potential CFIUS review could block/delay a U.S. target and reduce attractiveness of certain deals; could force liquidation if approvals not obtained in time (estimated ~$10.55 per share liquidation if liquidated based on trust as of 11/12/25) .
- Investment Company Act risk: Prolonged holding of trust assets in U.S. government securities could raise investment company concerns; company may move funds to bank deposits to mitigate; if deemed an investment company, likely liquidation .
Compensation Committee Analysis
| Attribute | Details |
|---|---|
| Composition | Independent directors: Feng, Xu (chair), Min Zhang |
| Mandate | CEO goal-setting and evaluation; approve exec comp; administer incentive/equity plans; approve perquisites and special payments; review compensation disclosure |
| Advisors | Committee may retain independent compensation consultants/counsel; must consider independence factors per NASDAQ/SEC before engagement |
Say-on-Pay & Shareholder Feedback
- No say-on-pay results or shareholder engagement disclosures are provided in the proxy (SPAC pre-business combination) .
Compensation Structure Analysis (alignment signals)
- Zero cash compensation pre-business combination: Pay-for-performance alignment deferred; cash burn limited; administrative fee flows to Sponsor affiliate (not to executives) .
- No severance or change-of-control: No guaranteed payouts that could misalign incentives pre-transaction .
- Lock-up constraints: Insider and Private Unit lock-ups (with $12/share early release provision) create post-close selling pressure timing tied to market performance, providing a market-based constraint on insider liquidity .
Investment Implications
- Alignment: Absence of cash comp and severance pre-deal, combined with independent oversight of audit/compensation, suggests low near-term pay leakage; however, Christy’s direct beneficial stake appears modest (15,000 shares; “<1%”), so primary economic leverage is via Sponsor/sponsor-aligned economics rather than personal share ownership .
- Liquidity overhang: Founder/Private Unit lock-ups lift at 150–180 days post-close (price-dependent), creating potential secondary supply into any post-merger rally >$12/share; insiders cannot redeem into trust at de-SPAC, deferring liquidity to trading windows .
- Execution risk: Extension dependence, CFIUS exposure (for U.S. targets), and Investment Company Act uncertainty elevate deal-timing risk and the probability of prolonged SPAC lifecycle or liquidation near trust value (~$10.55/share as of 11/12/25) if approvals/timelines slip .
- Governance: Independent committee structure (with an audit “financial expert” chair) mitigates typical dual-role risks; no pre-combination director/executive cash comp or finders’ fees reduces conflict optics during negotiation and diligence .