CORRESP Filing
YD Bio Ltd
Date: July 10, 2025 · CIK: 0002011674 · Accession: 0001213900-25-062759
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283428
Letter
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
July 10, 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. 7 to Registration Statement on Form F-4
Filed July 7, 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 July 9, 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. 7 to Registration Statement on Form F-4 filed on July 7, 2025 (the " Registration Statement "). Concurrently with this response, the Company has filed Amendment No. 8 to the Registration Statement on Form F-4/A pursuant to the Staff's comments (the " Amended Registration Statement ").
Amendment No. 7 to Form F-4 filed July 7, 2025
Exhibits
1. We note Assumption 2(n) in the legal opinion filed as Exhibit 5.1: "the issue of any Offering Shares pursuant to the Registration Statement and the Merger Agreement, and the issue of the Warrant Shares upon the exercise of the Warrants pursuant to the Merger Agreement and the Warrant Agreement at the time of issuance, whether as principal issue or on the conversion, exchange or exercise of any Ordinary Shares or Warrants, would not result in the Company exceeding its then authorised share capital; and upon the issue of any such Ordinary Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof." Please remove this assumption as counsel can not assume that the registrant has sufficient authorized shares. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the above referenced assumption has been removed from the Exhibit 5.1 opinion and replaced in its entirety with an assumption that the authorized share capital of the Company will not change before the issuance of the Offering Shares and Warrant Shares.
2. We note that Pubco Warrants are registered pursuant to this registration statement, and the only legal opinion opining on the registered securities, filed as Exhibit 5.1, does not opine on the Pubco Warrants. Please advise whether a separate legal opinion opining on the Pubco Warrants will be filed. Refer to Staff Legal Bulletin No. 19.
RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that a separate legal opinion opining on the Pubco Warrants has been filed as Exhibit 5.2 to the Amended Registration Statement.
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July 10, 2025 Page 2
Should you have any questions regarding the foregoing, please do not hesitate to contact Marc Rivera at (202) 350-3643.
Sincerely,
ARENTFOX SCHIFF LLP
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CORRESP 1 filename1.htm 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 July 10, 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. 7 to Registration Statement on Form F-4 Filed July 7, 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 July 9, 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. 7 to Registration Statement on Form F-4 filed on July 7, 2025 (the " Registration Statement "). Concurrently with this response, the Company has filed Amendment No. 8 to the Registration Statement on Form F-4/A pursuant to the Staff's comments (the " Amended Registration Statement "). Amendment No. 7 to Form F-4 filed July 7, 2025 Exhibits 1. We note Assumption 2(n) in the legal opinion filed as Exhibit 5.1: "the issue of any Offering Shares pursuant to the Registration Statement and the Merger Agreement, and the issue of the Warrant Shares upon the exercise of the Warrants pursuant to the Merger Agreement and the Warrant Agreement at the time of issuance, whether as principal issue or on the conversion, exchange or exercise of any Ordinary Shares or Warrants, would not result in the Company exceeding its then authorised share capital; and upon the issue of any such Ordinary Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof." Please remove this assumption as counsel can not assume that the registrant has sufficient authorized shares. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the above referenced assumption has been removed from the Exhibit 5.1 opinion and replaced in its entirety with an assumption that the authorized share capital of the Company will not change before the issuance of the Offering Shares and Warrant Shares. 2. We note that Pubco Warrants are registered pursuant to this registration statement, and the only legal opinion opining on the registered securities, filed as Exhibit 5.1, does not opine on the Pubco Warrants. Please advise whether a separate legal opinion opining on the Pubco Warrants will be filed. Refer to Staff Legal Bulletin No. 19. RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that a separate legal opinion opining on the Pubco Warrants has been filed as Exhibit 5.2 to the Amended Registration Statement. * * * * * * July 10, 2025 Page 2 Should you have any questions regarding the foregoing, please do not hesitate to contact Marc Rivera at (202) 350-3643. Sincerely, ARENTFOX SCHIFF LLP /s/ Marc Rivera By: Marc Rivera Enclosures