United States securities and exchange commission logo





                             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
 Satoshi Tominaga
FirstName  LastNameSatoshi Tominaga
YHN Acquisition  I Ltd
Comapany
June 6, 2024NameYHN Acquisition I Ltd
June 6,
Page 2 2024 Page 2
FirstName LastName
         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
 Satoshi Tominaga
FirstName  LastNameSatoshi Tominaga
YHN Acquisition  I Ltd
Comapany
June 6, 2024NameYHN Acquisition I Ltd
June 6,
Page 3 2024 Page 3
FirstName LastName
         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
 Satoshi Tominaga
YHN Acquisition I Ltd
June 6, 2024
Page 4
       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,
FirstName LastNameSatoshi Tominaga
                                                             Division of
Corporation Finance
Comapany NameYHN Acquisition I Ltd
                                                             Office of Real
Estate & Construction
June 6, 2024 Page 4
cc:       Lawrence S. Venick, Esq.
FirstName LastName