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YD Bio Limited has filed a prospectus covering a mixed offering linked to its recent business combination with Breeze Holdings. The company is registering up to 11,500,000 Ordinary Shares issuable upon exercise of Public Warrants at an exercise price of $11.50 per share, and registering for resale 59,136,934 existing Ordinary Shares plus 5,425,000 Ordinary Shares issuable upon exercise of Private Warrants held by selling shareholders.
YD Bio will not sell shares directly in this offering and will not receive proceeds from shareholder resales. It would receive up to $132,250,000 from full cash exercise of the Public Warrants and up to $62,387,500 from full cash exercise of the Private Warrants, but the Warrants may expire unexercised. As of November 14, 2025, 70,521,359 Ordinary Shares were outstanding, rising to 87,437,359 if all registered Warrants are exercised. The shares trade on Nasdaq’s Global Market under the symbol YDES, and the prospectus highlights that investing in these securities involves a high degree of risk.
YD Bio Limited reported changes to its board and audit committee. On October 27, 2025, the board accepted the resignation of independent director and Audit Committee chair Joseph Hing Lung Tseng, who left purely for personal reasons and not due to any disagreement with the company. On November 13, 2025, the board appointed Jerry Yin-Chia Lee as an independent director and new Audit Committee chair. Mr. Lee is an experienced finance professional and founder of Gravity Capital Investment Company, with extensive board roles in biotech and healthcare companies. The company also disclosed that Jan Hall no longer qualifies as an independent director, and under Nasdaq Listing Rule 5605(c)(4)(B) the company has 180 days from the notice date to regain compliance with Nasdaq’s audit committee independence requirements.
YD Bio Limited filed Amendment No. 1 to its Form F-1. The filing registers the issuance of up to 11,500,000 ordinary shares upon exercise of Public Warrants and the resale of up to 59,136,934 ordinary shares plus 5,425,000 shares issuable upon exercise of Private Warrants by selling shareholders. The company is not selling securities in this prospectus.
YD Bio will not receive proceeds from shareholder resales; it would receive cash only if warrants are exercised, including $132,250,000 from Public Warrants and $62,387,500 from Private Warrants if fully exercised in cash. Ordinary shares outstanding were 70,521,359 as of October 22, 2025; assuming full warrant exercises, outstanding shares would be 87,437,359.
The business focuses on blood-based cancer detection and stem cell/exosome therapeutics. Key risks include heavy reliance on licenses from EG BioMed and 3D Global (with royalties and milestones), regulatory uncertainty for lab‑developed tests, customer concentration (Alcon and Novartis ~55% of 2024 revenue), manufacturing dependence on third parties, and potential HFCAA/PCAOB audit inspection constraints. Ordinary shares trade on Nasdaq as “YDES.”
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