SecProbe.io

September 29, 2025
Edmund Hen
Chief Financial Officer
YD Bio Ltd
12F., No. 3, Xingnan St.
Nangang Dist.
Nangang Dist., Taipei City 115001, Taiwan
Re:YD Bio Ltd
Registration Statement on Form F-1
Filed September 23, 2025
File No. 333-290471
Dear Edmund Hen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ralph V. De Martino, Esq.

CORRESP
 1
 filename1.htm

 YD Bio Limited

 12F., No. 3, Xingnan St.,

 Nangang Dist.,

 Taipei City 115001, Taiwan

 July 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Attention: Jane Park

 Re: YD
Bio Limited

 Registration
Statement on Form F-4

 Registration No. 333-283428

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, YD Bio Limited, a Cayman Islands exempted company (the "Company"), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on July 18, 2025, or as soon thereafter as possible on such date.

 Once the Registration Statement
has been declared effective, please confirm that event with Marc Rivera of ArentFox Schiff LLP at (202) 350-3643.

 Very truly yours,

 YD Bio Limited

 By:
 /s/ J. Douglas Ramsey

 Name:
 J. Douglas Ramsey

 Title:
 Chief Executive Officer

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

J. Douglas Ramsey, Ph.D
Chief Executive Officer
YD Bio Limited
955 West John Carpenter Freeway
Suite 100-929
Irving, TX 75039

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. 7 to Registration Statement on Form F-4
 Filed July 7, 2025
 File No. 333-283428
Dear J. Douglas Ramsey Ph.D and Ethan Shen Ph.D:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our July 3, 2025
letter.
 July 9, 2025
Page 2
Amendment No. 7 to Registration Statement on 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.
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.
 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Sawicki at 202-551-7153 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Mathew J. Saur, Esq.
 Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

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 7, 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 June 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 July 3, 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 June 30, 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 ").

 Smart In Your World ®
 July 7, 2025 Page 2

 Amendment No. 7 to Form F-4 filed June
30, 2025

 Exhibits

 1. We note the following opinion in Exhibit 8.1: "Based on and subject to the foregoing,
 including, without limitation, the qualifications, exceptions and assumptions set forth above and the exceptions, qualifications and
 limitations set forth below, in our opinion . . . (ii) the statements of United States federal income tax law with respect to
 the Parent Merger on the date hereof,
or the holding or disposition of Pubco shares received in connection with the Parent Merger, as set forth in the Registration Statement
under the caption "Material U.S. Federal Income Tax Considerations," are accurate in all material respects," and a similar
opinion appears in Exhibit 8.2: "Based on and subject to the foregoing, the qualifications, exceptions, assumptions, qualifications
and limitations contained herein and in the Registration Statement, it is our opinion that . . . (ii) the statements in the Registration
Statement set forth under the caption "Material U.S. Federal Income Tax Considerations," to the extent that they constitute
descriptions or summaries of material U.S. federal income tax considerations attributable to the Merger or to the holding or disposition
of Pubco shares received in connection with the Merger, are accurate in all material respects." The "fairness" or "accuracy"
of the prospectus disclosure is not the appropriate subject of the opinion. Counsel must opine on the tax consequences of the offering,
not the manner in which they are described in the prospectus. Refer to Section III.C.2 of Staff Legal Bulletin No. 19.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the statements
noted in the Staff's comment above have been removed from the revised tax opinions filed as Exhibits 8.1 and 8.2 to the Amended
Registration Statement.

 *	          *         	*

 * * *

 July 7, 2025 Page 3

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

J. Douglas Ramsey, Ph.D
Chief Executive Officer
YD Bio Limited
955 West John Carpenter Freeway
Suite 100-929
Irving, TX, 75039

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. 7 to Registration Statement on Form F-4
 Filed June 30, 2025
 File No. 333-283428
Dear J. Douglas Ramsey Ph.D and Ethan Shen Ph.D:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our June 18,
2025 letter.
 July 3, 2025
Page 2
Amendment No. 7 to Form F-4, Filed June 30, 2025
Exhibits

1. We note the following opinion in Exhibit 8.1: "Based on and subject to
the foregoing,
 including, without limitation, the qualifications, exceptions and
assumptions set forth
 above and the exceptions, qualifications and limitations set forth
below, in our opinion
 . . . (ii) the statements of United States federal income tax law with
respect to the
 Parent Merger on the date hereof, or the holding or disposition of Pubco
shares
 received in connection with the Parent Merger, as set forth in the
Registration
 Statement under the caption "Material U.S. Federal Income Tax
Considerations," are
 accurate in all material respects," and a similar opinion appears in
Exhibit 8.2: "Based
 on and subject to the foregoing, the qualifications, exceptions,
assumptions,
 qualifications and limitations contained herein and in the Registration
Statement, it is
 our opinion that . . . (ii) the statements in the Registration Statement
set forth under
 the caption "Material U.S. Federal Income Tax Considerations," to the
extent that
 they constitute descriptions or summaries of material U.S. federal
income tax
 considerations attributable to the Merger or to the holding or
disposition of Pubco
 shares received in connection with the Merger, are accurate in all
material
 respects." The "fairness" or "accuracy" of the prospectus disclosure is
not the
 appropriate subject of the opinion. Counsel must opine on the tax
consequences of the
 offering, not the manner in which they are described in the prospectus.
Refer to
 Section III.C.2 of Staff Legal Bulletin No. 19.
 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Margaret Sawicki at 202-551-7153 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Mathew J. Saur, Esq.
 Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

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

 June 30, 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. 6 to Registration Statement on Form F-4

 Filed June 5, 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 June 18, 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. 6 to Registration Statement on Form F-4 filed on June 5, 2025 (the " Registration Statement ").
Concurrently with this response, the Company has filed Amendment No. 7 to the Registration Statement on Form F-4/A pursuant to the Staff's
comments (the " Amended Registration Statement ").

 Smart In

 Your World ®

 June 30, 2025
 Page 2

 Amendment No. 6 to Form F-4 filed June
5, 2025
The Business Combination
CIAA Breast Cancer License Valuation, p. 113

 1. With respect to the Breast Cancer License Valuation, under the "Conclusion" heading
on page 113 you state: "As of June 30, 2024, the investment value of the Subject Asset was between $747.8 million to $769.6 million,"
which considers both the Market Approach and Income Approach valuations. We also note your statement on page 125, which appears to cite
a different valuation range as CIAA's conclusion:

 "The income method . . . conclude[s]
that the value range of Biopharma's exclusive breast cancer license is between US$620,082,000 and US$777,266,000; the Market Approach
estimates that the value range of Biopharma's exclusive breast cancer license is between US$747,847,000 and US$884,952,000 . . .
The two overlapping value ranges are between US$747,847,000 and US$769,609,000. The value range determined is not an overlapping value
range. Instead, it is recommended that the value range is between US$620,082,000 and US$747,847,000. This evaluation uses this value range
as the conclusion of YD Biopharma's exclusive breast cancer license." Please reconcile these statements or advise.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added to page 124 of the Amended Registration Statement to correct this inconsistency.

 2. We note your revised disclosure in response to prior comment 5, which we reissue in part. With respect
to the Breast Cancer License Valuation, when only considering Grail's valuation under the Market Approach the Company's global
market valuation range was $747 million to $884 million, as stated on page 113 and shown in the table on page 114. On page 116, in connection
with your discussion of the Market Approach, you state: "CIAA selected GRAIL Inc. as a comparable company and, utilizing the share
prices as well as the financial and operational data of relevant publicly traded peer companies, calculated the appropriate valuation
multiples . . . these multiples were then used in conjunction with YD Biopharma's financial and operational figures as of December
31, 2024, to derive an estimate of the company's enterprise value as of that date." Please revise to provide the Company's
"enterprise valuation" calculated by CIAA as part of the Breast Cancer License Valuation as of December 31, 2024, which appears
to be based on Grail's data as well as the data of the companies in the table on page 116. Please also reconcile this with the following
statement on page 125, which appears to indicate that CIAA only considered Grail's valuation in determining the Market Approach
valuation, and did not consider any other companies: "the Market Approach estimates that the value range of Biopharma's exclusive
breast cancer license is between US$747,847,000 and US$884,952,000."

 RESPONSE: The Company acknowledges the staff's comments and advises that updated disclosure has been added to page 114. Specifically, the presentation
has been reorganized to clarify that the CIAA determined that Grail, Inc. was the only comparable company that met the criteria for the
market approach analysis. The data on page 114-116 of Amendment 6 is actually the data used by Grail in calculating its weighted average
cost of capital under the income approach. To avoid confusion, this information has been moved to the appropriate section, see pages 116-118
of the Amended Registration Statement. Similarly, the comparable company data evaluated by the CIAA in its comparable company analysis
for the valuation of the breast cancer license also appears on page 116 of Amendment 6. This information has also been moved to page 118
for clarity.

 Breeze Board of Directors Reasons for
Reaffirmation of the Merger Agreement; CIAA Enterprise Valuation, page 125

 3. We note your analysis in response to prior comment 9. Please revise your disclosure relating to
Grail in this section to briefly describe your consideration of Grail's current stock market valuation and capitalization and why
more recent data was considered not suitable for this analysis.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on pages 118, 126 and 130 of the Amended Registration Statement.

 June 30, 2025
 Page 3

 4. We note your statement: "[t]hese newly licensed technologies represent cutting-edge innovations
in their respective fields, with intrinsic value likely materially exceeding the estimates generated by the Guideline Public Company Method."
Please revise to state this as management's belief or note that these tests have not been commercialized and therefore their ultimate
value may differ from expectations.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on page 125 of the Amended Registration Statement.

 Advancing Noninvasive Cancer Detection
with Circulating Cell-Free DNA ("cfDNA") Methylation Technology, page 223

 5. We note your response to prior comment 11. Please revise to clarify throughout your registration
statement whether you intend to market your cancer diagnostic tests that are LDTs directly to consumers or just to healthcare providers.
Additionally, revise to further clarify the basis for this regulatory distinction between LDTs sold directly to consumers and those performed
at the request of a healthcare provider.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that amended disclosure
has been added on pages 157, 222, 229, 232, 248, 249 and 251 of the Amended Registration Statement.

 *	          *         	*

 * * *

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

J. Douglas Ramsey, Ph.D
Chief Executive Officer
YD Bio Limited
955 West John Carpenter Freeway
Suite 100-929
Irving, TX, 75039

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. 6 to Registration Statement on Form F-4
 Filed June 5, 2025
 File No. 333-283428
Dear J. Douglas Ramsey Ph.D and Ethan Shen Ph.D:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 15, 2025
letter.
 June 18, 2025
Page 2
Amendment No. 6 to Form F-4 filed June 5, 2025
The Business Combination
CIAA Breast Cancer License Valuation, page 113

1. With respect to the Breast Cancer License Valuation, under the
"Conclusion" heading
 on page 113 you state: "As of June 30, 2024, the investment value of the
Subject
 Asset was between $747.8 million to $769.6 million," which considers
both the
 Market Approach and Income Approach valuations. We also note your
statement on
 page 125, which appears to cite a different valuation range as CIAA's
conclusion:
 "The income method . . . conclude[s] that the value range of Biopharma
s exclusive
 breast cancer license is between US$620,082,000 and US$777,266,000; the
Market
 Approach estimates that the value range of Biopharma s exclusive
breast cancer
 license is between US$747,847,000 and US$884,952,000 . . . The two
overlapping
 value ranges are between US$747,847,000 and US$769,609,000. The value
range
 determined is not an overlapping value range. Instead, it is recommended
that the
 value range is between US$620,082,000 and US$747,847,000. This
evaluation uses
 this value range as the conclusion of YD Biopharma s exclusive breast
cancer
 license." Please reconcile these statements or advise.

2. We note your revised disclosure in response to prior comment 5, which we
reissue in
 part. With respect to the Breast Cancer License Valuation, when only
considering
 Grail's valuation under the Market Approach the Company's global market
valuation
 range was $747 million to $884 million, as stated on page 113 and shown
in the table
 on page 114. On page 116, in connection with your discussion of the
Market
 Approach, you state: "CIAA selected GRAIL Inc. as a comparable company
and,
 utilizing the share prices as well as the financial and operational data
of relevant
 publicly traded peer companies, calculated the appropriate valuation
multiples . . .
 these multiples were then used in conjunction with YD Biopharma s
financial and
 operational figures as of December 31, 2024, to derive an estimate of
the company s
 enterprise value as of that date." Please revise to provide the
Company's "enterprise
 valuation" calculated by CIAA as part of the Breast Cancer License
Valuation as of
 December 31, 2024, which appears to be based on Grail's data as well as
the data of
 the companies in the table on page 116. Please also reconcile this with
the following
 statement on page 125, which appears to indicate that CIAA only
considered Grail's
 valuation in determining the Market Approach valuation, and did not
consider any
 other companies: "the Market Approach estimates that the value range of
Biopharma s
 exclusive breast cancer license is between US$747,847,000 and
US$884,952,000."
Breeze Board of Directors Reasons for Reaffirmation of the Merger Agreement;
CIAA
Enterprise Valuation, page 125

3. We note your analysis in response to prior comment 9. Please revise your
disclosure
 relating to Grail in this section to briefly describe your consideration
of Grail's current
 stock market valuation and capitalization and why more recent data was
considered
 not suitable for this analysis.
4. We note your statement: "[t]hese newly licensed technologies represent
cutting-edge
 innovations in their respective fields, with intrinsic value likely
materially exceeding
 June 18, 2025
Page 3

 the estimates generated by the Guideline Public Company Method." Please
revise to
 state this as management's belief or note that these tests have not been
commercialized
 and therefore their ultimate value may differ from expectations.
Advancing Noninvasive Cancer Detection with Circulating Cell-Free DNA ("cfDNA")
Methylation Technology, page 223

5. We note your response to prior comment 11. Please revise to clarify
throughout your
 registration statement whether you intend to market your cancer
diagnostic tests that
 are LDTs directly to consumers or just to healthcare providers.
Additionally, revise to
 further clarify the basis for this regulatory distinction between LDTs
sold directly to
 consumers and those performed at the request of a healthcare provider.
 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Margaret Sawicki at 202-551-7153 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Mathew J. Saur, Esq.
 Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

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

 June 4, 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. 5 to Registration Statement on Form F-4

 Filed April 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 May 15, 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. 5 to Registration Statement on Form F-4 filed on April 30, 2025 (the " Registration Statement ").
Concurrently with this response, the Company has filed Amendment No. 6 to the Registration Statement on Form F-4/A pursuant to the Staff's
comments (the " Amended Registration Statement ").

 Amendment No. 5 to Form F-4 filed April
30, 2025

 The Business Combination

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

 107

 1.

 We refer to your disclosure on page 121
 that CIAA used the Market Approach to calculate YD Biopharma's enterprise valuation as ranging from $826.8 million and $978.38 million.
 You also state that YD Biopharma's enterprise value based on the Income Approach was based on updated projections provided by YD Biopharma.
 Please revise your disclosure to provide greater detail of how CIAA used its Income Approach, which provided a final valuation of $1.14
 billion, in calculating the final
 enterprise valuation.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 131-148 in the Amended Registration
Statement.

 June 4, 2025

 Page 2

 2.
 We note your disclosure on page 121 that CIAA's determination of YD Biopharma's enterprise value in January 2025 was based on prospective information provided by YD Biopharma, which represented "updated projections from those used in connection with the CIAA Breast Cancer License Valuation." Please revise to clearly specify the material differences in the projections and prospective information provided by YD Biopharma in connection with CIAA's Breast Cancer License Valuation and the CIAA Enterprise Valuation.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 146-148 of the Amended Registration Statement.

 3.
 We note your disclosure on page 116 that YD Biopharma management's assumptions rely on the expectation that cooperative pharmaceutical factories will enter the breast cancer diagnostics market beginning in 2025. Please expand your disclosure, where appropriate, to discuss the cooperative pharmaceutical factories in greater detail and clarify whether YD Biopharma has entered into any agreements with such pharmaceutical factories to date, and if so, please file such agreements as exhibits to the registration statement or explain to us why you believe you are not required to do so. Refer to Item 601(b)(10) 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 117-119, 143-145, and 152-154 of the Amended
Registration Statement.

 June 4, 2025

 Page 3

 4.
 We note your disclosure on page 122 relating to the assumptions underlying YD Biopharma's management's projections with respect to CIAA's Enterprise Valuation. Please revise your disclosure to address the following comments:

 ● Describe
why you include assumptions regarding "Health Food" and how this fits into YD Biopharma's current or planned operations (or
specify that this relates to your supplement business, if true), and clarify how "Drugs and Medical Devices" is separate from
the individual drugs and medical devices detailed separately.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 148-149 of the Amended Registration Statement.

 ● We
note that the assumptions underlying the projections provided by YD Biopharma's management include projected market sizes and anticipated
compound annual growth rates. You also state that the projected revenue growth rates are derived from market studies in the oncology
and ophthalmology sectors that "reflect growing demand for early cancer detection technologies and ophthalmic treatments."
Please revise to discuss any material assumptions underlying these projections, as well as disclose the discount rate used for the Enterprise
Valuation. Please also expand your disclosure to specify the sources and citations that support the statements, including the market
studies referenced in your disclosure; and

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 148-154 of the Amended Registration Statement.

 ● When
referring to estimated market sizes for each industry referenced, please revise to specify the year and jurisdiction for each such market
valuation. By way of example only, we note your disclosure on page 117 that "the U.S. breast cancer testing market size is $2.79
billion, while the major global markets, including the Americas, the European Union and Asia, have a total market size of approximately
$4.07 billion…".

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 113-114 of the Amended Registration Statement.

 5.

 We note your response to prior comments
 7 and 8. Please address the following comments:

 ● We
note discussions of comparable companies for both the Breast Cancer License Valuation, but it appears only Grail's data was used for
the Market Approach valuation. In this regard, we note statements like the following on page 114 with respect to the Breast Cancer License
Valuation: "Specifically, CIAA looked at Grail's valuation…CIAA applied a market size adjustment of 145.85% ($4.07
billion/$2.79 billion) to Grail's valuation when determining a global market valuation range for YD Biopharma of between $747 million
and $884 million." Explain how CIAA considered these other comparable companies and revise to clarify that their data did not factor
into the valuation conclusion reached by CIAA in this Report, if true; and

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 114-116 and 129-130 of the Amended Registration
Statement.

 ● Similarly,
we note your statement that "the CIAA Breast Cancer License Valuation compared the detection technology capabilities of EG BioMed
with those of other comparable companies. The analysis evaluated factors such as the methodology employed by each detection method, its
intended use (e.g. tracking versus screening), clinical data sensitivity, product specifications, and pricing." However, it appears
based in Annex D, page 26 that the valuation that was quantified using the Market Approach was based solely on Grail's valuation, without
considering these other factors from comparable companies (noted in Annex D, page 16). If true, please revise to state such or advise.

 RESPONSE:

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

 June 4, 2025
 Page 4

 6.
 We note the revenue forecast on page 116 related to the CIAA Breast Cancer License Valuation includes revenues from 2025 through 2031 and the related assumptions refer to the breast cancer diagnostic test being launched in 2032. Please revise to clarify the source of the revenues for the periods before 2032. In addition, we note you assume that the Breast Cancer Diagnostics figures for Europe and Asia each represent a 20% market share in 2032, and the 2032 market size equals the 2032 revenues included in the table. However, for the U.S. market the revenues per the assumptions equals $878 million, not $1,040 million. Please clarify the difference.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 117 and 143 of the Amended Registration
Statement.

 7.

 As it relates to the CIAA Market Approach
 and Income Approach for the Breast Cancer License Valuation, please expand your disclosure to provide the following:

 · Greater
detail regarding the specific regulatory approvals;

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on page 119 of the Amended Registration Statement.

 ● Greater
detail explaining the ratio of the number of breast cancer diagnostics to the number of all cancer tests and how the ratio was determined;
and

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on page 114 of the Amended Registration Statement.

 ● Greater
detail showing in tabular form the calculations underlying and supporting the market valuations for the Income Approach.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 113-114 and 127-130 of the Amended Registration Statement.

 8.

 As it relates to the CIAA Enterprise Valuation,
 please expand your disclosure to provide the following:

 · Greater
detail regarding the specific regulatory approvals;

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on page 154 of the Amended Registration Statement.

 June 4, 2025
 Page 5

 ● Greater
detail explaining the ratio of the number of breast cancer diagnostics to the number of all cancer tests and how the ratio was determined,
as well as an explanation of why a similar analysis is not shown with respect to pancreatic cancer diagnostics; and

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on page 130 of the Amended Registration Statement.

 ● Greater
detail showing in tabular form the calculations underlying and supporting the enterprise value under the Market Approach and the Income
Approach.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that updated disclosure has been added on pages 125-147 of the Amended Registration
Statement.

 9.
 We note your references to Grail's 2019 and 2020 valuations for both the Breast Cancer License Valuation and the Enterprise Valuation. Please explain to us and provide a related analysis of how GRAIL's current stock market valuation would impact these valuations and describe to us any other considerations you have related to its current stock market capitalization and the valuations.

 RESPONSE:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that while GRAIL is a company with similar technology to YD Biopharma, it is not suitable
as a comparable company from 2024 to 2025.

 An examination of Yahoo Finance data
shows that GRAIL's enterprise value (EV) was consistently underwater for most of its first year as a stand-alone public company.
At the quarter-end closest to its June 24, 2024 spin-off, the EV stood at negative US $388.6 million; three months later, on September
30, 2024, it remained deeply negative at US $381.3 million. Although the deficit narrowed to –US $169.5 million by December 31,
2024, GRAIL's balance sheet did not tip into positive territory until the first quarter of 2025, reaching an EV of US $190.5 million
on March 31, 2025 and climbing to US $678.1 million by May 31, 2025. This prolonged period of negative enterprise value during 2024 underscores
a severe market dislocation and, in turn, renders GRAIL unsuitable as a guideline company for YD Biopharma's market-based valuation
analyses.

 GRAIL's value decreased after
its listing, mainly due to Illumina's failed acquisition transaction arrangement, rather than the normal industry development trend
under conventional transactions. Therefore, the decline in GRAIL's stock price does not mean that the value of YD Biopharma, which
has the same technology, needs to decline as well.

 GRAIL's decline from the value
implied by Illumina's 2020 take-over price to the far more modest levels seen after its 2024 Nasdaq debut can be traced to three
tightly linked forces: the strategic detour created by Illumina's attempted reacquisition, the messy unwind of that deal under antitrust
pressure, and the structural burdens that now weigh on the newly public company.

 Illumina originally spun GRAIL out in
2015, giving the blood-based, multi-cancer early-detection pioneer the independence-and venture capital-to refine its flagship
Galleri test, which can scan for more than fifty tumor types from a single vial of blood. By 2020, convinced that the technology could
anchor a diagnostics franchise, Illumina agreed to pay US $8 billion to bring GRAIL back in-house, marrying its own dominance in DNA-sequencing
hardware with Galleri's downstream clinical promise. That price effectively fixed the public's first benchmark for GRAIL's
worth.

 The trouble began even before money
changed hands. Both the U.S. Federal Trade Commission and the European Commission warned that Illumina's control of the leading
sequencing platform could choke rival MCED developers. Illumina nevertheless closed the deal while reviews were still pending-a
gambit that triggered a €432 million "gun-jumping" fine in Europe and a parallel lawsuit in the United States. Regulators
ultimately ordered a full divestiture. In the interim, Illumina's own market capitalization evaporated by roughly US $50 billion,
emboldening activist investor Carl Icahn to wage-and win-a proxy fight that swept out the company's chief executive
and several directors.

 June 4, 2025
 Page 6

 Forced to unwind the acquisition, Illumina
completed a formal spin-off of GRAIL on June 24, 2024. Each Illumina shareholder received one new GRAIL share for every six Illumina shares
held, while Illumina itself kept a 14.5% stake. GRAIL opened at US $18.63 a share, implying an equity valuation of about US $580 million-more
than 90 per cent below the headline 2020 purchase price. Even after a partial rebound to roughly US $1.21 billion in May 2025 (enterprise
value: US $678 million), the company still trades at a steep discount to that earlier, regulator-blocked bid.

 The failed acquisition continues to
shape both sentiment and fundamentals. Since listing, GRAIL has oscillated wildly-gaining as much as 18% in a single session on
positive clinical data, then surrendering more than 23% on concerns over cash burn. Those concerns are real: GRAIL recorded a US $670
million operating loss in 2023 and, even with projected 19% year-on-year revenue growth, expects to consume up to US $320 million in cash
during 2025. Under the separation terms, Illumina must fund GRAIL's operations for two-and-a-half years, but that support also cements
GRAIL's dependence on the very sequencing supplier it can no longer join. Finally, management has pushed its planned pre-market
approval submission to the U.S. FDA into the first half of 2026, adding regulatory timing risk to an already delicate investment case.

 Together, the overhang of antitrust
litigation, the dramatic reset of market exp

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

J. Douglas Ramsey, Ph.D
Chief Executive Officer
YD Bio Limited
955 West John Carpenter Freeway
Suite 100-929
Irving, TX, 75039

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. 5 to Registration Statement on Form F-4
 Filed April 30, 2025
 File No. 333-283428
Dear J. Douglas Ramsey Ph.D and Ethan Shen Ph.D:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 3,
2025 letter.
 May 15, 2025
Page 2
Amendment No. 5 to Registration Statement on Form F-4 filed April 30, 2025
The Business Combination
Breeze's Board of Directors' Reasons for the Approval of the Business
Combination, page
107

1. We refer to your disclosure on page 121 that CIAA used the Market
Approach to
 calculate YD Biopharma s enterprise valuation as ranging from $826.8
million and
 $978.38 million. You also state that YD Biopharma's enterprise value
based on the
 Income Approach was based on updated projections provided by YD
Biopharma.
 Please revise your disclosure to provide greater detail of how CIAA used
its Income
 Approach, which provided a final valuation of $1.14 billion, in
calculating the final
 enterprise valuation.
2. We note your disclosure on page 121 that CIAA s determination of YD
Biopharma s
 enterprise value in January 2025 was based on prospective information
provided by
 YD Biopharma, which represented "updated projections from those used in
 connection with the CIAA Breast Cancer License Valuation." Please revise
to clearly
 specify the material differences in the projections and prospective
information
 provided by YD Biopharma in connection with CIAA's Breast Cancer License
 Valuation and the CIAA Enterprise Valuation.
3. We note your disclosure on page 116 that YD Biopharma management s
assumptions
 rely on the expectation that cooperative pharmaceutical factories will
enter the breast
 cancer diagnostics market beginning in 2025. Please expand your
disclosure, where
 appropriate, to discuss the cooperative pharmaceutical factories in
greater detail and
 clarify whether YD Biopharma has entered into any agreements with such
 pharmaceutical factories to date, and if so, please file such agreements
as exhibits to
 the registration statement or explain to us why you believe you are not
required to do
 so. Refer to Item 601(b)(10) of Regulation S-K.
4. We note your disclosure on page 122 relating to the assumptions
underlying YD
 Biopharma s management s projections with respect to CIAA's
Enterprise Valuation.
 Please revise your disclosure to address the following comments:

 Describe why you include assumptions regarding "Health Food" and
how this fits
 into YD Biopharma's current or planned operations (or specify that
this relates to
 your supplement business, if true), and clarify how "Drugs and
Medical Devices"
 is separate from the individual drugs and medical devices detailed
separately.
 We note that the assumptions underlying the projections provided
by YD
 Biopharma s management include projected market sizes and
anticipated
 compound annual growth rates. You also state that the projected
revenue growth
 rates are derived from market studies in the oncology and
ophthalmology sectors
 that "reflect growing demand for early cancer detection technologies
and
 ophthalmic treatments." Please revise to discuss any material
assumptions
 underlying these projections, as well as disclose the discount rate
used for the
 Enterprise Valuation. Please also expand your disclosure to specify
the sources
 and citations that support the statements, including the market
studies referenced
 in your disclosure; and
 May 15, 2025
Page 3

 When referring to estimated market sizes for each industry
referenced, please
 revise to specify the year and jurisdiction for each such market
valuation. By way
 of example only, we note your disclosure on page 117 that "the U.S.
breast cancer
 testing market size is $2.79 billion, while the major global markets,
including the
 Americas, the European Union and Asia, have a total market size of
 approximately $4.07 billion ".
5. We note your response to prior comments 7 and 8. Please address the
following
 comments:
 We note discussions of comparable companies for both the Breast
Cancer License
 Valuation, but it appears only Grail's data was used for the Market
Approach
 valuation. In this regard, we note statements like the following on
page 114 with
 respect to the Breast Cancer License Valuation: "Specifically, CIAA
looked at
 Grail s valuation CIAA applied a market size adjustment of 145.85%
($4.07
 billion/$2.79 billion) to Grail s valuation when determining a
global market
 valuation range for YD Biopharma of between $747 million and $884
 million." Explain how CIAA considered these other comparable companies
and
 revise to clarify that their data did not factor into the valuation
conclusion reached
 by CIAA in this Report, if true; and
 Similarly, we note your statement that "the CIAA Breast Cancer
License
 Valuation compared the detection technology capabilities of EG BioMed
with
 those of other comparable companies. The analysis evaluated factors
such as the
 methodology employed by each detection method, its intended use (e.g.
tracking
 versus screening), clinical data sensitivity, product specifications,
and pricing."
 However, it appears based in Annex D, page 26 that the valuation that
was
 quantified using the Market Approach was based solely on Grail's
valuation,
 without considering these other factors from comparable companies
(noted
 in Annex D, page 16). If true, please revise to state such or advise.
6. We note the revenue forecast on page 116 related to the CIAA Breast
Cancer License
 Valuation includes revenues from 2025 through 2031 and the related
assumptions
 refer to the breast cancer diagnostic test being launched in 2032. Please
revise to
 clarify the source of the revenues for the periods before 2032. In
addition, we note
 you assume that the Breast Cancer Diagnostics figures for Europe and Asia
each
 represent a 20% market share in 2032, and the 2032 market size equals the
2032
 revenues included in the table. However, for the U.S. market the revenues
per the
 assumptions equals $878 million, not $1,040 million. Please clarify the
difference.
7. As it relates to the CIAA Market Approach and Income Approach for the
Breast
 Cancer License Valuation, please expand your disclosure to provide the
following:
 Greater detail regarding the specific regulatory approvals;
 Greater detail explaining the ratio of the number of breast cancer
diagnostics to
 the number of all cancer tests and how the ratio was determined; and
 Greater detail showing in tabular form the calculations underlying
and supporting
 the market valuations for the Income Approach.
 May 15, 2025
Page 4
8. As it relates to the CIAA Enterprise Valuation, please expand your
disclosure to
 provide the following:
 Greater detail regarding the specific regulatory approvals;
 Greater detail explaining the ratio of the number of breast cancer
diagnostics to
 the number of all cancer tests and how the ratio was determined, as
well as an
 explanation of why a similar analysis is not shown with respect to
pancreatic
 cancer diagnostics; and
 Greater detail showing in tabular form the calculations underlying
and supporting
 the enterprise value under the Market Approach and the Income
Approach.
9. We note your references to Grail s 2019 and 2020 valuations for both
the Breast
 Cancer License Valuation and the Enterprise Valuation. Please explain to
us and
 provide a related analysis of how GRAIL s current stock market
valuation would
 impact these valuations and describe to us any other considerations you
have related
 to its current stock market capitalization and the valuations.
Information about YD Biopharma
The Business
Industry Background and Market Trends, page 191

10. Given your disclosure that you are seeking to sell your products in
Taiwan and have
 sold your products to date in Taiwan, please revise your disclosure in
this section to
 disclose the industry background and market trends in Taiwan.
Advancing Noninvasive Cancer Detection with Circulating Cell-Free DNA ("cfDNA")
Methylation Technology, page 193

11. We note your disclosure on page 197: "EG BioMed intends to seek approval
for a
 version of this [pancreatic blood cancer] test that does not strictly
fall within the
 definition of an LDT .if approval is obtained, YD Biopharma intends to
market (1)
 the approved version of the pancreatic cancer diagnostic test and (2)
the LDT version
 of the pancreatic cancer diagnostic test (in compliance with the
requirements for the
 test to be deemed an LDT). This is because certain markets and entities
may prefer to
 utilize the product as an FDA approved test, while others may prefer to
utilize the
 product as an LDT." A similar statement with respect to the breast
cancer diagnostic
 test appears on pages 216-217. Please revise to specify the
characteristics that would
 require these tests to have FDA approval as opposed to being marketed as
an LDT.
Exhibits

12. We note your response to prior comment 2. We note your disclosure that
 "Subscription Agreements for an aggregate of $10,000,000 in PIPE
Financing have
 been signed" and "[t]he YD Stock will be issued and sold pursuant to a
stock purchase
 agreement" and "[a]s of the date of this filing, there are no remaining
open items to be
 negotiated for the PIPE Financing, except with respect to the
registration rights
 agreement." Please revise to file these agreements, or forms thereof, as
exhibits to the
 Registration Statement. We understand the registration rights agreement
may not yet
 be available.
 May 15, 2025
Page 5

 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Margaret Sawicki at 202-551-7153 with any
other
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Mathew J. Saur, Esq.
 Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

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

 April 30, 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. 4 to Registration Statement on Form F-4

 Filed March 17, 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 April 3, 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. 4 to Registration Statement on Form F-4 filed on March 17, 2025 (the " Registration Statement ").
Concurrently with this response, the Company has filed Amendment No. 5 to the Registration Statement on Form F-4/A pursuant to the Staff's
comments (the " Amended Registration Statement ").

 Amendment No. 4 to Form F-4 filed March
17, 2025

 The Business Combination

 Background of the Business Combination,
page 102

 1. We refer to your revised disclosure in response to prior comment 6, which we reissue in part. Please
revise to discuss in greater detail the evolution of the negotiations of preliminary equity value and other material terms of the letter
of intent, including the proposals and counter-proposals made during the course of negotiations and which party proposed which terms,
and how you reached agreement on the final terms.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on pages 104-106 discussing the evolution of the negotiations of the preliminary equity value and other material terms
of the letter of intent. The Company respectfully advises the Staff that there were no other proposals and counter-proposals other than
as described in the Amended Registration Statement.

 April 30, 2025 Page 2

 2. We note your disclosure on the cover page, page xii, and elsewhere in the proxy statement/prospectus
that Pubco has received commitments of $10 million in respect of the PIPE financing to date. You also disclose that the letter of intent
entered into on September 6, 2024, included up to $15 million in PIPE financing. Please expand your disclosure here and throughout the
proxy statement/prospectus to discuss the material details of the negotiation and marketing processes for the PIPE financing, including
who selected the PIPE investors, what relationships the PIPE investors have to Breeze, the Sponsor, YD Biopharma and its affiliates, the
placement agent and advisors, if any, and how the terms of the PIPE transaction were determined. Please also clarify the current status
of discussions and negotiations regarding the PIPE transaction, including whether such processes for the PIPE financing remain ongoing.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on the prospectus cover as well as pages xii, xiii, 12, and 105 of the Amended Registration Statement.

 3. We note your statements on page 114: "given the uncertainty surrounding regulatory approvals
for YD Biopharma's cancer detection technology, the Breeze Board chose not to incorporate these long-term projections into its final
valuation models. Instead, it relied on comparable company data, which provided a more conservative, market- validated valuation basis"
and "[a]lthough these projections were prepared... the Breeze Board did not rely on them for its final valuation. Rather, the Board
regarded these forecasts as part of YD Biopharma's internal management planning." Revise to clarify if the projections used
for the Enterprise Valuation by CIAA were the same as those used by CIAA for the Breast Cancer License. In your revised disclosure, please
also clarify how the Board considered the CIAA Enterprise Valuation, given your disclosure on page 115 that CIAA's determination
of YD Biopharma's enterprise value using the income approach was based on long-term projections provided by YD Biopharma.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on pages 118-125 of the Amended Registration Statement.

 April 30, 2025 Page 3

 4. We note your statement on page 106: "Throughout these negotiations, both parties utilized extensive
financial analyses and industry benchmarks to ensure that each term- down to the specific dollar amounts and percentage thresholds
- was fully understood and agreed upon." Please revise to further describe and quantify these financial analyses and industry
benchmarks, to the extent not part of the valuation reports described elsewhere.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure
has been added on page 106 of the Amended Registration Statement to clarify that the parties relied upon customary financial analyses
and SPAC transaction precedents to arrive at mutually acceptable agreement terms.

 Breeze's
Board of Directors' Reasons for the Approval of the Business Combination, page 108

 5. We are still considering your response to prior comment 7 and may have additional comments.

 RESPONSE: The Company respectfully acknowledges the Staff's comment.

 6. We note your revised disclosure in response to prior comments 8 and 9. Regarding the financial projections
through 2038 that were provided by YD Biopharma to CIAA, please revise to provide additional detail relating to the material assumptions
underlying YD Biopharma's projected revenues, including assumptions regarding the timing of regulatory approvals and any growth
or discount rates used in preparing the projections. Additionally, revise to specify which figures from the projections CIAA used to calculate
YD Biopharma's valuation and disclose how CIAA selected the growth and discount rates used in calculating the valuation. Please also explicitly
discuss how the Breeze Board determined that YD Biopharma's projections were reasonable, particularly in light of the length of time reflected
in the projections and considering that 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. 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 113-118 of the Amended Registration Statement.

 7. We note your disclosure concerning CIAA's Breast Cancer License Valuation. Please address the following
comments:

 ● You state that "CIAA looked at Grail's valuation without revenue in 2019 and 2020, which were $6 billion and $7.1
billion respectively, and applied a market size adjustment of 145.85% to such valuation when determining a market valuation range for
YD Biopharma of between $747 million and $884 million." We note Grail's value is from "cbinsights." Clarify how Grail's
valuation was calculated and why CIAA did not use more recent figures . Revise to explain
why the adjustment of 145.85% was selected.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated
 disclosure has been added on pages 114 and 117 of the Amended Registration Statement.

 April 30, 2025 Page 4

 ● We note your statement that "[t]he comparable companies analyzed in the CIAA Breast Cancer License Valuation were identified
for use in the report based on discussions between YD Biopharma management and CIAA personnel and were selected because such companies
possessed similar technologies or a similar service nature." A similar statement appears on page 115 with respect to the CIAA Enterprise
Valuation. For both reports, please revise to provide more detail for the basis of comparison, such as the scope of the companies'
geographic operations, size and operating history. With respect to both CIAA reports, please revise to provide a quantification of the
"transaction prices, value multiples and relevant transaction information" for each comparable company.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that updated disclosure has been added on pages
115-117, and 119-121 of the Amended Registration Statement.

 ● We note your statement that "the CIAA Breast Cancer License Valuation compared the detection technology capabilities of
EG BioMed with those of other comparable companies. The analysis evaluated factors such as the methodology employed by each detection
method, its intended use (e.g. tracking versus screening), clinical data sensitivity, product specifications, and pricing." Please
revise to clarify how these other companies' metrics were quantified and considered in the valuation analysis.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 117-121 of the Amended Registration Statement.

 8. You state that CIAA used the market approach to determine YD Biopharma's enterprise value
using Grail's valuation. Further down the page you also list other comparable companies. Please revise to state how these other comparable
companies were analyzed and whether they were factored into the enterprise value calculation.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 115-117 of the Amended Registration Statement.

 April 30, 2025 Page 5

 Industry
Background and Market Trends, page 183

 9. We note your response to prior comment 18 and refer to your revised disclosure on pages 183-185
relating to the market sizes and anticipated compound annual growth rates for each of the pancreatic cancer diagnostics, breast cancer
diagnostics, contact lens, glaucoma, and dry eye markets. Please revise your disclosure to address the following:

 ● We note your disclosure on page 184 that the U.S. pancreatic cancer diagnostics market was valued
at $1.5 billion in 2023 according to a Grand View report. You also state that the "global pancreatic cancer diagnostics market size
in the U.S. was valued at over $870 million in 2023." Please reconcile your disclosures; and

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 191-192 of the Amended Registration Statement.

 ● We refer to your statements that the "dry eye disease market will grow due to aging populations,
increased screen time, rising awareness…" and that "the trend toward personalized medicine and improvements in non-invasive
screening methods are expected to further drive market expansion" in the breast cancer diagnostics market. Please revise to provide
support for these and other similar statements about the growth of your markets or characterize the same as management's opinions
or beliefs.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 192-193.

 Information
about YD Biopharma, page 183

 10. We note your revised disclosure in response to prior comment 12, which we reissue in part. Please
revise to disclose when the pancreatic cancer study was conducted by EG BioMed. Please also expand your disclosure to discuss the data
and results of the clinical studies for the breast and pancreatic cancer tests, including the p-values, if applicable. Disclose also the
specificity, selectivity and accuracy observed in these studies. For example, we refer to your discussion of the results of the study
detecting biomarkers for breast cancer progression for the breast cancer blood test on page Annex D-13.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 196 and 199 of the Amended Registration Statement.

 April 30, 2025 Page 6

 Our Eye Disease Treatment Business, page
194

 11. We note your response to prior comment 19 and your statements on pages 194-198 concerning your eye-related
products. We note statements referencing "FDA OTC Final Monograph M018," completing "the CMC documentation and the required
safety studies," and filing "for FDA DMF for the Active Pharmaceutical Ingredient (API)." Please revise to briefly describe
these approvals and processes. We also note your statement that you expect to complete Phase III clinical trials in the U.S. by 2030 for
two of your drug candidates, please disclose whether you have completed Phase I and II trials for these candidates and, if so, revise
to describe the relevant trials.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and
advises the Staff that updated disclosure has been added on pages 203-205 of the Amended Registration Statement.

 YD Biopharma Management's Discussion
and Analysis of Financial Condition and Results of Operations, page 230

 12. We note your revised disclosure in response to prior comment 20 that you initiated an Institutional
Review Board application for your study in collaboration with Shuang- Ho Hospital and that you plan to initiate applications for clinical
trials evaluating the efficacy of exosome-based contact lenses and artificial tears in alleviating dry eye symptoms in 2025. Please clarify
the scope of your collaboration with Shuang-Ho Hospital and whether you plan to conduct these clinical trials in 2025 in collaboration
with Shuang-Ho Hospital's Department of Ophthalmology. If you have entered into a collaboration agreement with Shuang-Ho Hospital
please provide a brief description of the material terms of the agreement, where appropriate, and file the agreement as an exhibit to
the registration statement or explain to us why you believe you are not required to do so. Refer to Item 601(b)(10) 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 238 of the Amended Registration Statement that clarifies that the Institutional Review Board application for the
study in collaboration with Shuang-Ho Hospital has been initiated by 3D Global. While YD Biopharma will benefit from the study, it will
not participate in the design, review or conduct of the study.

 April 30, 2025 Page 7

 Exhibits

 13. We note your disclosure in the footnote to Exhibit 10.13 in the exhibit index that "certain
of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2)." Please revise
the applicable footnote to state that certain identified information has been excluded from the exhibit because it is both not material
and the type of information that you treat as private or confidential. Please also include a similar statement at the top of the first
page of the redacted exhibit and include brackets indicating where the information is omitted from the filed version of the exhibit. Refer
to Item 601 of Regulation S-K.

 RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has updated the exhibit list to remove the footnote in question from Exhibit 10.13 as no information has been omitted from
the filed agreement.

 *	          *         	*

 *      *     *

 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

 Enclosur

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

J. Douglas Ramsey, Ph.D
Chief Executive Officer
YD Bio Limited
955 West John Carpenter Freeway
Suite 100-929
Irving, TX, 75039

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. 4 to Registration Statement on Form F-4
 Filed March 17, 2025
 File No. 333-283428
Dear J. Douglas Ramsey Ph.D and Ethan Shen Ph.D:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 14,
2025 letter.
 April 3, 2025
Page 2
Amendment No. 4 to Form F-4 filed March 17, 2025
The Business Combination
Background of the Business Combination, page 102

1. We refer to your revised disclosure in response to prior comment 6,
which we reissue
 in part. Please revise to discuss in greater detail the evolution of the
negotiations of
 preliminary equity value and other material terms of the letter of
intent, including the
 proposals and counter-proposals made during the course of negotiations
and which
 party proposed which terms, and how you reached agreement on the final
terms.
2. We note your disclosure on the cover page, page xii, and elsewhere in
the proxy
 statement/prospectus that Pubco has received commitments of $10 million
in respect
 of the PIPE financing to date. You also disclose that the letter of
intent entered into on
 September 6, 2024, included up to $15 million in PIPE financing. Please
expand your
 disclosure here and throughout the proxy statement/prospectus to discuss
the material
 details of the negotiation and marketing processes for the PIPE
financing, including
 who selected the PIPE investors, what relationships the PIPE investors
have to
 Breeze, the Sponsor, YD Biopharma and its affiliates, the placement
agent and
 advisors, if any, and how the terms of the PIPE transaction were
determined. Please
 also clarify the current status of discussions and negotiations
regarding the PIPE
 transaction, including whether such processes for the PIPE financing
remain ongoing.
3. We note your statements on page 114: "given the uncertainty surrounding
regulatory
 approvals for YD Biopharma s cancer detection technology, the Breeze
Board chose
 not to incorporate these long-term projections into its final valuation
models. Instead,
 it relied on comparable company data, which provided a more
conservative, market-
 validated valuation basis" and "[a]lthough these projections were
prepared... the
 Breeze Board did not rely on them for its final valuation. Rather, the
Board regarded
 these forecasts as part of YD Biopharma s internal management
planning." Revise to
 clarify if the projections used for the Enterprise Valuation by CIAA
were the same as
 those used by CIAA for the Breast Cancer License. In your revised
disclosure, please
 also clarify how the Board considered the CIAA Enterprise Valuation,
given your
 disclosure on page 115 that CIAA s determination of YD Biopharma s
enterprise
 value using the income approach was based on long-term projections
provided by YD
 Biopharma.
4. We note your statement on page 106: "Throughout these negotiations, both
parties
 utilized extensive financial analyses and industry benchmarks to ensure
that each term
 down to the specific dollar amounts and percentage thresholds
was fully
 understood and agreed upon." Please revise to further describe and
quantify these
 financial analyses and industry benchmarks, to the extent not part of
the valuation
 reports described elsewhere.
Breeze s Board of Directors Reasons for the Approval of the Business
Combination, page
108

5. We are still considering your response to prior comment 7 and may have
additional
 comments.
 April 3, 2025
Page 3
6. We note your revised disclosure in response to prior comments 8 and 9.
Regarding
 the financial projections through 2038 that were provided by YD
Biopharma to CIAA,
 please revise to provide additional detail relating to the material
assumptions
 underlying YD Biopharma s projected revenues, including assumptions
regarding the
 timing of regulatory approvals and any growth or discount rates used in
preparing the
 projections. Additionally, revise to specify which figures from the
projections CIAA
 used to calculate YD Biopharma's valuation and disclose how CIAA
selected the
 growth and discount rates used in calculating the valuation. Please also
explicitly
 discuss how the Breeze Board determined that YD Biopharma's projections
were
 reasonable, particularly in light of the length of time reflected in the
projections and
 considering that 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. See Item 1606(b) of Regulation S-K.
7. We note your disclosure concerning CIAA's Breast Cancer License
Valuation. Please
 address the following comments:

 You state that "CIAA looked at Grail s valuation without revenue
in 2019 and
 2020, which were $6 billion and $7.1 billion respectively, and
applied a market
 size adjustment of 145.85% to such valuation when determining a
market
 valuation range for YD Biopharma of between $747 million and $884
 million." We note Grail s value is from "cbinsights." Clarify how
Grail s
 valuation was calculated and why CIAA did not use more recent
figures. Revise
 to explain why the adjustment of 145.85% was selected.
 We note your statement that "[t]he comparable companies analyzed
in the CIAA
 Breast Cancer License Valuation were identified for use in the
report based on
 discussions between YD Biopharma management and CIAA personnel and
were
 selected because such companies possessed similar technologies or a
similar
 service nature." A similar statement appears on page 115 with
respect to the
 CIAA Enterprise Valuation. For both reports, please revise to
provide more detail
 for the basis of comparison, such as the scope of the companies
geographic
 operations, size and operating history. With respect to both CIAA
reports, please
 revise to provide a quantification of the "transaction prices, value
multiples and
 relevant transaction information" for each comparable company.
 We note your statement that "the CIAA Breast Cancer License
Valuation
 compared the detection technology capabilities of EG BioMed with
those of other
 comparable companies. The analysis evaluated factors such as the
methodology
 employed by each detection method, its intended use (e.g. tracking
versus
 screening), clinical data sensitivity, product specifications, and
pricing." Please
 revise to clarify how these other companies' metrics were quantified
and
 considered in the valuation analysis.
8. You state that CIAA used the market approach to determine YD Biopharma
s
 enterprise value using Grail's valuation. Further down the page you also
list other
 comparable companies. Please revise to state how these other comparable
companies
 were analyzed and whether they were factored into the enterprise value
calculation.
 April 3, 2025
Page 4
Industry Background and Market Trends, page 183

9. We note your response to prior comment 18 and refer to your revised
disclosure on
 pages 183-185 relating to the market sizes and anticipated compound
annual growth
 rates for each of the pancreatic cancer diagnostics, breast cancer
diagnostics, contact
 lens, glaucoma, and dry eye markets. Please revise your disclosure to
address the
 following:

 We note your disclosure on page 184 that the U.S. pancreatic
cancer diagnostics
 market was valued at $1.5 billion in 2023 according to a Grand View
report. You
 also state that the "global pancreatic cancer diagnostics market
size in the U.S.
 was valued at over $870 million in 2023." Please reconcile your
disclosures; and

 We refer to your statements that the "dry eye disease market will
grow due to
 aging populations, increased screen time, rising awareness " and
that "the trend
 toward personalized medicine and improvements in non-invasive
screening
 methods are expected to further drive market expansion" in the
breast cancer
 diagnostics market. Please revise to provide support for these and
other similar
 statements about the growth of your markets or characterize the same
as
 management s opinions or beliefs.
Information about YD Biopharma, page 183

10. We note your revised disclosure in response to prior comment 12, which
we reissue in
 part. Please revise to disclose when the pancreatic cancer study was
conducted by EG
 BioMed. Please also expand your disclosure to discuss the data and
results of the
 clinical studies for the breast and pancreatic cancer tests, including
the p-values, if
 applicable. Disclose also the specificity, selectivity and accuracy
observed in these
 studies. For example, we refer to your discussion of the results of the
study detecting
 biomarkers for breast cancer progression for the breast cancer blood
test on page
 Annex D-13.
Our Eye Disease Treatment Business, page 194

11. We note your response to prior comment 19 and your statements on pages
194-198
 concerning your eye-related products. We note statements referencing
"FDA OTC
 Final Monograph M018," completing "the CMC documentation and the
required
 safety studies," and filing "for FDA DMF for the Active Pharmaceutical
Ingredient
 (API)." Please revise to briefly describe these approvals and processes.
We also note
 your statement that you expect to complete Phase III clinical trials in
the U.S. by 2030
 for two of your drug candidates, please disclose whether you have
completed Phase
 I and II trials for these candidates and, if so, revise to describe the
relevant trials.
YD Biopharma Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 230

12. We note your revised disclosure in response to prior comment 20 that you
initiated an
 Institutional Review Board application for your study in collaboration
with Shuang-
 Ho Hospital and that you plan to initiate applications for clinical
trials evaluating the
 April 3, 2025
Page 5

 efficacy of exosome-based contact lenses and artificial tears in
alleviating dry eye
 symptoms in 2025. Please clarify the scope of your collaboration with
Shuang-Ho
 Hospital and whether you plan to conduct these clinical trials in 2025
in collaboration
 with Shuang-Ho Hospital s Department of Ophthalmology. If you have
entered into a
 collaboration agreement with Shuang-Ho Hospital please provide a brief
description
 of the material terms of the agreement, where appropriate, and file the
agreement as
 an exhibit to the registration statement or explain to us why you
believe you are not
 required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Exhibits

13. We note your disclosure in the footnote to Exhibit 10.13 in the exhibit
index that
 "certain of the exhibits and schedules to this exhibit have been omitted
in accordance
 with Regulation S-K Item 601(b)(2)." Please revise the applicable
footnote to
 state that certain identified information has been excluded from the
exhibit because it
 is both not material and the type of information that you treat as
private or
 confidential. Please also include a similar statement at the top of the
first page of the
 redacted exhibit and include brackets indicating where the information
is omitted
 from the filed version of the exhibit. Refer to Item 601 of Regulation
S-K.
 Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Margaret Sawicki at 202-551-7153 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Mathew J. Saur, Esq.
 Marc Rivera, Esq.
</TEXT>
</DOCUMENT>

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

 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

February 14, 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. 3 to Registration Statement on Form F-4
Filed January 30, 2025
File No. 333-283428
Dear Ethan Shen Ph.D and Ethan Shen Ph.D:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our January 16, 2025 letter.

February 14, 2025
Page 2
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.
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.
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.
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.

February 14, 2025
Page 3
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.
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.
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.

•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.

•Please file a consent for BDO Taiwan pursuant to Securities Act Rule 436.
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 8.

February 14, 2025
Page 4
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.
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.
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.
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).
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 12.

February 14, 2025
Page 5
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.
13.We refer to your disclosure on page 172 that EG BioMed leverages AI using the
Infinium MethylationEPIC v2.0 BeadChip to analyze DNA methylation patterns in
plasma. Please clarify whether EG BioMed developed the Infinium MethylationEPIC
v2.0 BeadChip platform and revise to provide greater detail relating to such platform,
including the application of AI and the analyses of DNA methylation patterns.
14.We note your revised disclosure on page 177 in response to prior comment 46,
including that “the FDA application was originally prepared by EG Biomed because
EG Biomed collected, organized, and managed the clinical data that is included in the
application.” Please revise to clearly specify the clinical trials and data that EG
BioMed included in its FDA application.
15.We note your revised disclosure in response to prior comment 49, which we reissue in
part. We refer to your statements on pages 1 and 2 that YD Biopharma collaborates
with international pharmaceutical companies to provide competitors’ drugs and
develop high-quality nutritional products, such as calcium supplements and other
health supplements to be sold alongside eye drops. Your disclosure on page 215
continues to refer to the sale of drugs and medical products to corporate customers
and nutritional products to retail customers. Please revise to describe in greater detail
each drug, medical and nutritional products and supplements that YD Biopharma
manufactures and/or sells, including a breakdown of YD Biopharma’s top individual
products by revenue, where applicable. Please also specify the types of products from
the “post COVID-19 era” and clarify whether YD Biopharma expects the continued
increase in the sales demand for these products.
16.We acknowledge your revised disclosure in response to prior comment 50, which we
reissue in part. Please revise to identify your top corporate customers and specify the
relevant jurisdictions within the Asia region, as applicable. Refer to Item 101(h)(4)(vi)
of Regulation S-K. In addition, amend your risk factor disclosure to discuss the risks
related to this customer concentration.
17.We note your revised disclosure in response to prior comment 51, which we reissue in
part. Please revise to identify your top supplier, which you disclosed as responsible
for 72.1% of the Group's purchases for the six months ended June 30, 2024, the terms
of any agreement with this supplier and the sources and availability of raw materials
for your products. Refer to Item 101(h)(4)(v) of Regulation S-K. To the extent
applicable, please also tell us what consideration you gave to filing your agreement
with your top supplier as a material contract pursuant to Item 601(b)(10) of
Regulation S-K.

February 14, 2025
Page 6
18.We note your revised disclosure in response to prior comment 53, which we reissue in
part. Please revise to discuss any material assumptions underlying the anticipated
compound annual growth rates for each market.
Our Eye Disease Treatment Business, page 180
19.We note your revised disclosure in response to prior comment 56, which we reissue in
part. Please revise your narrative disclosure relating to each eye product to provide
greater detail of the mechanisms of action, key ingredients, timeline of development,
and any regulatory requirements and/or approvals including the applicable
jurisdiction. In your revised disclosure, please clearly state that any approvals or
certifications that you have not yet obtained may not be obtained in the timeframe you
have suggested and may never be obtained.
3D Global License Agreement, page 181
20.We note your response to prior comment 47 and refer to your disclosure on page 212
that YD Biopharma recently entered into an exclusive licensed patent and know-how
agremeent with 3D Global to “pioneer the application of corneal mesenchymal stem
cells and their exosomes for treating eye diseases.” Please revise to discuss in greater
detail the development and current status of the application of corneal mesenchymal
stem cells and their exosomes for treating eye diseases, including additional detail
concerning any trials conducted with respect to eye disease indications and any
significant regulatory or other requirements the Company must satisfy to
commercialize product candidates for these indications, as well as the timing for any
additional planned trials.
21.We note your revised disclosure in response to prior comment 57. We refer to your
statement that “[a]s of the date of this proxy statement/prospectus, the Group paid
$1,000,000 including VAT or $952,381 net of VAT to 3D Global for the patent,
formula and know-how of the technology, which is not for use in particu

CORRESP
1
filename1.htm

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

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