SecProbe.io

January 16, 2025
Ethan Shen, Ph.D
Chief Executive Officer
YD Bio Limited
12F., No. 3, Xingnan St.
Nangang Dist.
Taipei City 115001, Taiwan
Ethan Shen, Ph.D
Chief Executive Officer
YD Biopharma Limited
12F., No. 3, Xingnan St.
Nangang Dist.
Taipei City 115001, Taiwan
Re:YD Bio Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed December 20, 2024
File No. 333-283428
Dear Ethan Shen Ph.D and Ethan Shen Ph.D:
            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.
Amendment No. 2 to Registration Statement on Form F-4 filed December 20, 2024
Cover Page
1.Please revise your cover page to briefly describe any material financing transactions
that have occurred since the initial public offering of Breeze Holdings Acquisition
Corp. or will occur in connection with the consummation of the de-SPAC transaction.
Refer to Item 1604(a)(2) of Regulation S-K.

January 16, 2025
Page 2
2.Please revise your cover page to clearly state the amount of the compensation
received or to be received by the SPAC sponsor, its affiliates and promoters, including
any securities issued or to be issued to the SPAC sponsor, in connection with the
business combination or any related financing transaction. Please disclose whether
this compensation and securities issuance may result in a material dilution of the
equity interests of non-redeeming shareholders who hold the securities until the
consummation of the de-SPAC transaction and provide a cross-reference to the related
disclosures in the prospectus. Refer to Item 1604(a)(3) of Regulation S-K.
3.We refer to your disclosure on pages 5 and 66 relating to the material conflicts of
interest in connection with the de-SPAC transaction. Please revise your cover page to
discuss any actual or potential sources of conflicts of interest between the Sponsor, the
SPAC’s officers, directors, affiliates or promoters, the target company’s officers and
directors, and the unaffiliated security holders as required by Item 1604(a)(4) of
Regulation S-K. Please make conforming changes to the Summary section. Refer to
Item 1604(b)(3).
4.Please prominently disclose that Breeze was delisted from Nasdaq as well as the
reason for, and date of, delisting.
5.Please disclose the location of your auditor’s headquarters.
Questions and Answers about the Proposals
Q: What happens if the Business Combination is not completed?, page xii
6.We note your disclosure in the Form 8-K filed December 23, 2024 that the Breeze
stockholders voted to approve the extension of Breeze’s business combination
deadline to June 26, 2025. In your revised disclosure relating to this extension, please
disclose the percentage of Breeze shareholders at the time of the stockholder vote that
voted to redeem their shares. Make conforming changes throughout your filing.
Q: What vote is required to approve each proposal at the Special Meeting?, page xix
7.Please revise to clearly state whether or not the de-SPAC transaction is structured so
that approval of at least a majority of unaffiliated security holders of Breeze is
required. Please refer to Item 1606(c) of Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 1
Please revise to expand your discussion of the target, YD Biopharma, to clearly state
its current business operations as a supplier of clinical testing drugs and nutritional
products in Taiwan and the Asia region as discussed on page 179 and the company’s
history to date. For example, we note your disclosure on page F-16 that Yong Ding
Biopharma Co., Ltd. was incorporated in Taiwan on April 23, 2013 and that YD
Biopharma was incorporated in the Cayman Islands in March 2024 in connection with
the restructuring of Yong Ding and has operated primarily has a development stage
company since its formation. Please also provide additional and balanced disclosure
on the current state of YD Biopharma’s operations, including, but not limited to, the
early stage of development of its proposed cancer detection blood tests, the
company’s reliance on its licensing partnerships, and the company’s history of
operating losses and accumulated deficit to date. Please also make conforming 8.

January 16, 2025
Page 3
changes to the Business section for YD Biopharma.
9.We refer to your disclosure on page 7 that the Breeze Board has determined that the
business combination is in the best interests of its shareholders. Please revise your
Summary disclosure to describe any material factors that the Breeze Board considered
in making this determination. Refer to Item 1604(b)(2) of Regulation S-K.
10.Please revise your Summary to provide a table showing the terms and amount of the
compensation received by the Breeze Sponsor, its affiliates and promoters in
connection with the business combination or any related financing transaction. Please
ensure that your revised disclosure addresses each aspect of Item 1604(b)(4) of
Regulation S-K, including disclosure of the extent to which such compensation and
securities issuance has resulted or may result in material dilution of the equity
interests of non-redeeming shareholders of the SPAC outside of the table.
11.Please revise the Summary to provide a brief description of the material terms of any
material financing transactions that have occurred or will occur in connection with the
consummation of the business combination, the anticipated use of proceeds from these
financing transactions, and the dilutive impact, if any, of these financing transactions
on non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K.
12.We refer to your disclosure on page 7 relating to the redemption rights of Breeze
shareholders. Please expand your disclosure in the Summary to discuss the potential
dilutive impact of redemptions on non-redeeming shareholders. Refer to Item
1604(b)(6) of Regulation S-K.
13.Please revise your disclosure to address the following comments relating to the Breeze
Sponsor:

•Please revise to include a description of the general character of the Breeze
Sponsor’s business, where appropriate. Refer to Item 1603(a)(2) of Regulation S-
K;

•Please revise to describe the experience of the Sponsor, its affiliates, and any
promoters in organizing SPACs and the extent to which the Sponsor, its affiliates,
and the promoters are involved in other SPACs. Refer to Item 1603(a)(3); and

•Please revise to describe the material roles and responsibilities of the Sponsor, its
affiliates, and any promoters in directing and managing the SPAC’s activities.
Refer to Item 1603(a)(4).
14.Please revise to disclose the nature and amounts of all compensation that has been or
will be awarded to, earned by, or paid to the Sponsor, its affiliates, and any promoters
for all services rendered or to be rendered to the SPAC and its affiliates. Refer to Item
1603(a)(6) of Regulation S-K.
15.Please provide in tabular format the material terms of any agreements regarding
restrictions on whether the Sponsor and its affiliates may sell securities of the SPAC.
Please refer to Item 1603(a)(9).

January 16, 2025
Page 4
16.We note your disclosure on page v and vii that the Per Share Merger Consideration
means the number of Pubco Ordinary Shares resulting from “the product of (x) each
share of YD Biopharma Ordinary Shares that is issued and outstanding immediately
prior to the Effective Time (excluding any cancelled or dissenting YD Biopharma
Ordinary Shares) multiplied by (y) the Exchange Ratio (rounded to the nearest whole
number)” and that the Exchange Ratio is defined as an amount equal to “(a)
$647,304,110 divided by (b) the number of fully-diluted YD Biopharma Ordinary
Shares outstanding as of the Closing, further divided by (c) an assumed value of
Pubco Ordinary Shares of $10.00 per share.” Please amend your disclosure
throughout the filing to provide an estimated per share merger consideration as of a
recently practicable date.
Interests of Certain Persons in the Business Combination, page 7
17.We note your disclosure on pages 7 and 68 of Breeze’s executive officers and
directors’ other fiduciary duties or contractual obligations, other than with respect to
Breeze and/or the Sponsor. Please revise to disclose any material interests held by the
target company’s officers or directors that consist of any interest in, or affiliation with,
the Sponsor or the SPAC. Refer to Item 1605(d) of Regulation S-K.
Risk Factors, page 20
18.We note that the BDO report concluded that as of January 1, 2024, 100% of the
common share equity value of Yong Ding was between $140.8 million and $163.7
million, and that CIAA concluded that as of June 30, 2024, the investment value of
YD Biopharma’s exclusive license to EG BioMed’s breast cancer detection
technology under the EG BioMed License Agreement was between $747.8 million to
$769.6 million. Please revise to disclose the risk that the vast majority of the
transaction value is tied to an estimate of the value of a single license agreement, if
true.
There can be no assurance that the Pubco Ordinary Shares and the Pubco Warrants..., page 46
19.Please revise this risk factor to include clear disclosure that Breeze was delisted and
clear disclosure of where its stock trades, and that it is not traded on a nationally
recognized market. It appears you entered the Merger Agreement after Breeze was
delisted. If this is the case, please clarify how the delisting was considered in the
context of negotiations.
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information, page
70
20.Please disclose any potentially dilutive securities.
Comparative Per Share Data, page 80
We refer to your ownership table on page xiv and the table on page 81 of the
summary historical comparative share information for Breeze and YD Biopharma.
Please revise your disclosure to discuss all possible sources and the extent of dilution
that shareholders who elect not to redeem their shares may experience in connection
with the business combination, including sources not included in the table with 21.

January 16, 2025
Page 5
respect to the determination of net tangible book value per share, as adjusted. In
addition, we note that your ownership table on page xiv discloses various redemption
scenarios, including 25%, 50% and 75% redemption levels. Please revise your
sensitivity analysis on page 81 to include the various interim redemption levels
accordingly. In your revised disclosure in this section, please also disclose the
effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution. Refer to Item 1604(c) of
Regulation S-K.
The Background of the Business Combination, page 89
22.We note your disclosure on page 89 that following the completion of the initial public
offering, Breeze reviewed over 56 potential business combination targets and entered
into non-disclosure agreements with over 26 potential targets. Please revise to address
the following comments:

•Please clarify whether YD Biopharma was included in this initial search for a
potential target.

•You also disclose that Breeze's then-counsel mentioned that YD Biopharma might
be interested in pursuing a potential business combination with Breeze in a
conversation with Dr. Ramsey. Please expand your discussion to provide
additional detail of how YD Biopharma became interested in pursuing a strategic
transaction with Breeze.

•Please expand your disclosure relating to the 26 potential business combination
targets and amend your disclosure to describe in more detail the reasons
underlying Breeze management’s decision not to pursue a business combination
with TV Ammo, D-Orbit S.p.A and each of the 26 other potential business
combination targets.
23.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section. By way of example only, please
identify the representatives of Breeze and YD Biopharma and their financial and legal
advisors.
We note your disclosure on page 90 that Breeze and YD Biopharma began to
negotiate a preliminary draft letter of intent regarding the potential business
combination on August 30, 2024 and that Breeze entered into a letter of intent with
YD Biopharma on September 6, 2024. Please revise to provide additional detail
regarding the letter of intent. By way of example only, please disclose the material
terms of the preliminary letter of intent, including the pre-transaction equity value of
YD Biopharma, and clarify whether subsequent drafts of the letter of intent were
exchanged until the letter of intent was executed on September 6, 2024, and if so,
please disclose the negotiations of the material terms of the letter of intent. In your
revised disclosure please also describe how the Breeze Board arrived at the
preliminary equity value of YD Biopharma in the letter of intent and the pre-
transaction equity value of $647,304,110. Please address in your revisions the 24.

January 16, 2025
Page 6
methodology employed in reaching the valuation, including the underlying
assumptions and conclusions of the Breeze Board.
25.We note your disclosure that after the parties entered into a letter of intent on
September 6, 2024, the Breeze Board approved the merger agreement on September
20, 2024 and the parties entered into the merger agreement on September 24, 2024.
Please revise your background of the business combination section to include a
detailed discussion of negotiations relating to the material terms of the transaction,
including, but not limited to, the evolution of the transaction structure, the merger
consideration and enterprise value of YD Biopharma, the terms of the lock-up
agreements, sponsor support agreement, shareholder support agreement, the terms of
the PIPE financing, and post-governance terms. In your revised disclosure, please
explain the reasons for such terms, each party’s position on such issues, the proposals
and counter-proposals made during the course of negotiations, and how you reached
agreement on the final terms. As a related matter, where you disclose general topics
and agreements that were discussed at each meeting, please provide additional detail
regarding the substance of those discussions and material terms of the relevant
agreements.
26.Please disclose any discussions about continuing employment or involvement for any
persons affiliated with Breeze before the merger, any formal or informal commitment
to retain the financial advisors after the merger, and any pre-existing relationships
between SPAC sponsors and additional investors.
27.Please revise your disclosure with respect to I-Bankers and Northland, the managing
underwriters in Breeze’s initial public offering, to address the following comments:

•We note your disclosure on pages 7, 84 and elsewhere in the registration
statement that pursuant to a business combination marketing agreement you
entered into with I-Bankers and Northland in connection with the initial public
offering, I-Bankers and Northland are entitled to receive cash fees of $2,688,125
and $474,375, respectively, that are only payable upon the closing of the business
combination. Please revise your disclosure to describe the role of these financial
advisors in the business combination, including the level of diligence I-Bankers
and Northland performed in connection with the transaction. Please clearly
describe any additional services each financial advisor or its affiliates provided in
connection with the transaction, such as for a private placement