SecProbe.io

CORRESP
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200 E 21st
Street, New York, NY 10010

  Phone: (212) 287-7377

  Web: www.wooleryco.com

    January 29, 2025

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Industrial Applications and Services

    100 F Street, NE

    Washington, DC 20549

Attention: Christie Wong, Michael Fay, Jane Park and Margaret Sawicki

    Re:
    YD Bio Limited

Amendment No. 2 to Registration Statement on Form F-4

Filed December 20, 2024

File No. 333-283428

Ladies and Gentlemen:

This letter is being submitted
on behalf of YD Bio Limited (the “Company”) in response to the comment letter, dated January 16, 2025, of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 2 to Registration Statement on Form F-4 filed on December 20, 2024 (the “Registration Statement”).
Concurrently with this response, the Company has filed Amendment No. 3 to the Registration Statement on Form F-4/A pursuant to the Staff’s
comments (the “Amended Registration Statement”).

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the cover page
has been revised to include disclosure responsive to the above comment.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the cover page
has been revised to include disclosure responsive to the above comment.

    January 29, 2025

Page 2

 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).

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the cover page
and the Summary section have been revised to include disclosure responsive to the above comment.

 4. Please prominently disclose that Breeze was delisted from Nasdaq as well as the reason for, and
date of, delisting.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the cover page
has been revised to include disclosure responsive to the above comment.

 5. Please disclose the location of your auditor’s headquarters.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the cover page
has been revised to include disclosure responsive to the above comment.

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages xii and 224 of the Amended Registration Statement.

    January 29, 2025

Page 3

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages xx and xxi of the Amended Registration Statement.

Summary
of the Proxy Statement/Prospectus, page 1

 8. 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 changes to the Business section for YD Biopharma.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages 1, 2, and 172 of the Amended Registration Statement.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 11 of the Amended Registration Statement.

    January 29, 2025

Page 4

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 11 of the Amended Registration Statement.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 12 of the Amended Registration Statement.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 12 of the Amended Registration Statement.

 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;

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 10 of the Amended Registration Statement.

    January 29, 2025

Page 5

 ● 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

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 10 of the Amended Registration Statement.

 ● 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).

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 10 of the Amended Registration Statement.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 11 of the Amended Registration Statement.

 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).

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages 6 and 7 of the Amended Registration Statement.

 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages 3 and 80 of the Amended Registration Statement.

    January 29, 2025

Page 6

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages 9 and 76 of the Amended Registration Statement.

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that a risk factor
has been added on page 26 of the Amended Registration Statement.

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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 52 of the Amended Registration Statement..

Unaudited Pro Forma Condensed Combined
and Consolidated Financial Information, page 70

 20. Please disclose any potentially dilutive securities.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on page 79 of the Amended Registration Statement.

    January 29, 2025

Page 7

Comparative Per Share Data, page 80

21. 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 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.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that updated disclosure
has been added on pages xiv and 90 of the Amended Registration Statement.

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 add