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CORRESP
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 ArentFox Schiff LLP
 1717 K Street, NW
 Washington, DC 20006

 202.857.6000 main

 202.857.6395 fax

 afslaw.com

 Marc Rivera

 Partner

 202.350.3643 direct

 marc.rivera@afslaw.com

 March 17, 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. 3 to Registration Statement on Form F-4

 Filed January 30, 2025

 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. 3 to Registration Statement on Form F-4 filed on January 30, 2025 (the " Registration Statement ").
Concurrently with this response, the Company has filed Amendment No. 4 to the Registration Statement on Form F-4/A pursuant to the Staff's
comments (the " Amended Registration Statement ").

 Amendment No. 3 to Registration Statement
on Form F-4 filed January 30, 2025
Summary of the Proxy Statement/Prospectus, page 1

 1. We note your revised Summary disclosure in response to prior comment 8. Please revise to balance
your disclosure with equally prominent disclosure of YD Biopharma's reliance on licensing partnerships and the Company's competition
from diagnostic and pharmaceutical companies focused on cancer blood tests. In your revised disclosure, please also clarify that the Company
itself has not conducted any clinical trials or prepared any FDA submissions to date and these tests have not received FDA approval or
clearance.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure has
been added on pages 2, 26, 27, 30, 183, and 232 of the Amended Registration Statement.

 Smart In

 Your World ®

 March 17, 2025

 Page 2

 Unaudited
Pro Forma Condensed Combined and Consolidated Financial Information, page 79

 2. We have reviewed your revised disclosure in response to comment 20. Please disclose in tabular form
each type of potentially dilutive security with the related number of potentially dilutive common shares.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on pages 89, 92 and 93.

 Comparative Per Share Data, page 89

 3. We note your revised disclosure in response to prior comment 21. We note your revisions to the "Comparative
Per Share Data" table on page 90 to include the various redemption scenarios and the tables on pages 13-14. Please revise to include
a separate dilution table and related disclosure that addresses each disclosure item required by Item 1604(c) of Regulation S-K, including
subsections (c)(1) and (2). Please ensure the tabular disclosure reflects all material probable or consummated transactions and other
material effects on Breeze's net tangible book value per share from the business combination, including the PIPE financing, loan repayment,
and estimated transaction expenses. Outside of the table, please describe each material potential source of future dilution that non-redeeming
shareholders may experience if they elect not to tender their shares 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. 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.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on page 92 of the Amended Registration Statement.

 March 17, 2025

 Page 3

 Background of the Business Combination,
page 99

 4. We acknowledge your revised disclosure in response to prior comment 22, which we reissue in part.
Please expand your disclosure of the 24 potential business combination targets the Breeze Board considered to discuss the industries these
companies operated in. For the companies for which negotiations advanced the most, including any that you entered into letters of intent
or other arrangements with, please revise to provide additional detail about the potential targets on an individual basis, such as the
reason for terminating negotiations. We also note your disclosure on page F-67 relating to the business combination agreement that Breeze
entered into with D-Orbit S.p.A. Please revise your disclosure in this section to describe in greater detail the Board's reason
for terminating this agreement with D-Orbit S.p.A.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on pages 102-104 of the Amended Registration Statement.

 5. We note your revised disclosure on page 99 identifying certain representatives of Breeze and YD
Biopharma and their financial and legal advisors in response to prior comment 23. Please revise your disclosure to identify such individuals
and/or parties who participated in the meetings and discussions described throughout this section. For example, we continue to note references
to "senior members" and of the Breeze management team and "principals" of Breeze and YD Biopharma.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on pages 104-108 of the Amended Registration Statement.

 6. We note your revised disclosure in response to prior comments 24 and 25, which we reissue in part.
We refer to your disclosure on page 102 that the preliminary equity value of YD Biopharma of $647.3 million was determined through arms-length
negotiations between the management teams and that the Breeze Board considered the valuation reports, various methodologies, and discount
rates in arriving at this valuation of YD Biopharma. Please revise to discuss the evolution of the negotiations of the preliminary equity
value and other material terms of the letter of intent, including which party proposed which terms.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on pages 104-107 of the Amended Registration Statement.

 March 17, 2025

 Page 4

 Breeze's
Board of Directors' Reasons for the Approval of the Business Combination, page 102

 7. We note your revised disclosure in response to prior comment 35, which we reissue in part. Please
revise your disclosure in this section to address the following comments:

 ● Please expand your disclosure in this section to describe in greater detail the comparable companies analysis performed by BDO
Taiwan and the Breeze Board, including how the criteria for each of the comparable companies was chosen, the names of the companies, and
whether any companies meeting the selection criteria were excluded from the analysis. Please also provide the disclosure requested with
respect to the comparable transaction analysis performed by CIAA. We also note the Breeze Board considered several other companies not
included in the BDO Report or CIAA Report, including Belite Bio. Please revise to describe and name the other companies considered.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on pages 109-115 of the Amended Registration Statement.

 ● In your revised disclosure, discuss the valuations of the comparable companies and the analyses provided by BDO Taiwan and how
the Breeze Board applied the comparable companies analysis to determine the valuation for YD Biopharma in greater detail.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on page 109-115 of the Amended Registration Statement.

 Please file a consent for BDO Taiwan pursuant to Securities
Act Rule 436.

 RESPONSE:

 The Company respectfully acknowledges the Staff's
 comment and advises the Staff that BDO Taiwan has informed YD Biopharma's management that it is unable to provide its consent to
 be named in the Amended Registration Statement and to have its report filed as an Annex to the Amended Registration Statement. In light
 of the foregoing and as discussed with the Staff, the Company has revised the disclosure on pages 107-116 of the Amended Registration
 Statement to: (1) remove BDO Taiwan's name from the Amended Registration Statement, (2) to state that a copy of BDO Taiwan's
 report will not be included as part of the Amended Registration Statement, and (3) provide disclosure that investors should not rely on
 the summary of BDO Taiwan's report or the conclusions set forth therein in evaluating the proposals in the Amended Registration
 Statement.

 In addition, in light of BDO Taiwan's inability
 to provide a consent, YD Biopharma engaged CIAA to perform an analysis of YD Biopharma's enterprise value as of December 31, 2024.
 On March 13, 2025, YD Biopharma notified the Breeze board that the BDO Taiwan report could not be relied upon and provided the CIAA
 enterprise valuation report to Breeze's board of directors for its review and consideration. YD Biopharma offered Breeze the opportunity
 to terminate, renegotiate or ratify and affirm the Merger Agreement without prejudice, and in reliance upon the CIAA enterprise valuation
 report and such other information as the Breeze board in its sole discretion deemed appropriate.

 On March 14, 2025, the Breeze board voted to
 approve, reaffirm, ratify and move forward with the Merger Agreement as currently drafted. Disclosure relating to the foregoing has
 been added on pages 114-116 of the Amended Registration Statement, along with a copy of CIAA's enterprise valuation report
 which has been added as Annex E to the Amended Registration Statement.

 March 17, 2025

 Page 5

 8. We note that page 104 states that the BDO Report included prospective financial information through
2038, as shown on Annex D-29, and we note revenue forecasts through 2039 were provided to CIAA, as shown on Annex E-31. To the extent
these projections were considered and relied upon by the Board, please revise to describe the material bases and assumptions for the projections,
including assumptions regarding regulatory approvals and any growth or discount rates used in preparing the projections. Explicitly discuss
how the Board determined these projections were reasonable, particularly in light of the length of time reflected in the projections and
considering the Company does not have regulatory approvals for its cancer screening tests or any product candidates related to eye diseases
that it intends to develop. To the extent the Board did not rely upon these projections, please revise to explain the basis for such determination
and how it separated these projections (or projections for certain years) from the valuation provided in the reports produced by BDO and
CIAA. See Item 1606(b) 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 111-116 of the Amended Registration Statement.

 9. We note the general descriptions of the types of valuation methodologies used in the BDO Report.
Please revise to explain how these were applied to YD Biopharma and this transaction specifically. For example, the comparable transactions
method should note the "transaction price" and "value multiples" used, and for the income approach you should quantify
the "future income stream" and the "capitalization or discount." The same should be revised with respect to each of
the methodologies used in the CIAA Report. For example, disclose the "cost" that was calculated for the two cost methods described.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure was added on pages 110-114 of the Amended Registration Statement. The Company also wishes to advise
the staff that neither the BDO Report nor the CIAA report was commissioned for the specific transaction between Breeze and YD Biopharma.

 March 17, 2025
 Page 6

 Material
U.S. Federal Income Tax Considerations, page 131

 10. We note your revised disclosure in response to prior comment 41, which
we reissue. Your disclosure continues to state that the exchange of Breeze common stock for Pubco ordinary shares pursuant to the merger
agreement is expected to "qualify as a tax-free exchange for U.S. federal income tax purposes," but we also refer to your
disclosure on page 134 that your counsel, Woolery & Co, "is unable to opine on the application of Section 367(a) of the Code
to the exchange by a U.S. Holder of Breeze Common Stock in the Business Combination" as a result of "the inherently factual
nature of the tests under the applicable Treasury Regulations, and the fact that these tests are generally applied based on the relevant
facts at the time of, and following, the completion of the Business Combination." Please revise your disclosure in this section
to clearly state the tax consequences of the transaction. If there is uncertainty regarding the tax treatment of the transactions, counsel
may (1) issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree
of uncertainty and (2) explain why it cannot give a firm opinion (for example, the facts are currently unknown or the law is unclear).
For further guidance, see Staff Legal Bulletin No. 19.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on page 71 of the Amended Registration Statement.

 Information about YD Biopharma, page
172

 11. We note your revised disclosure in response to prior comment 42, which we reissue in part. Please
revise to disclose the termination provisions of the EG BioMed License Agreements and the royalty term (if different than the term of
the agreement).

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure has been added on page 186 of the Amended Registration Statement.

 12. We note your revised disclosure in response to prior comment 44 that clinical studies for the breast
and pancreatic cancer tests were initiated in 2017 and have continued to date at Taipei Medical University under the approval of the Institutional
Review Board of Taiwan. Please expand your disclosure relating to these clinical trials to clarify whether YD Biopharma or EG BioMed sponsored
the clinical trials and who conducted the trials; discuss the scope, size and design of the trials; specify the primary endpoints and
whether they were met for any past trials; the criteria used for the enrollment of participants; whether the trials were powered to show
statistical significance, and if so, the p-values; any serious adverse events and the number of patients who experienced them and the
role of Taipei Medical University or its employees in conducting the trials, if any (we note that, based on Annex E-11, it appears EG
BioMed spun off from Taipei Medical University, if so please revise to explain this relationship). Please also revise to disclose who
conducted the "comprehensive statistical analysis" using the Cancer Genome Atlas (TCGA) database as disclosed on page 176.
Please also revise to clarify whether YD Biopharma or EG BioMed has conducted any clinical trials regarding these diagnostic tests in
the U.S.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises
the Staff that updated disclosure h