Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290471
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED NOVEMBER 17, 2025)
YD BIO LIMITED
Prospectus for
11,500,000 Ordinary Shares Issuable Upon Exercise
of Public Warrants
59,136,934 Ordinary Shares by the Selling Shareholders
5,425,000 Ordinary Shares Issuable upon Exercise
of Warrants
This is a supplement (the “Prospectus Supplement”)
to the prospectus, dated November 17, 2025 (as supplemented or amended from time to time, the “Prospectus”) of YD Bio Limited
(the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-290471),
as amended from time to time.
This Prospectus Supplement is being filed to update
and supplement the information included in the Prospectus with the information contained in the Company’s Report on Form 6-K, furnished
to the U.S. Securities and Exchange Commission (the “Commission”) on February 26, 2026 (the “Form 6-K”). Accordingly,
the Form 6-K is attached to this Prospectus Supplement.
This Prospectus Supplement should be read in conjunction
with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in
this Prospectus Supplement supersedes the information contained in the Prospectus.
This Prospectus Supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
We may further amend or supplement the Prospectus
and this Prospectus Supplement from time to time. You should read the entire Prospectus, this Prospectus Supplement and any amendments
or other supplements carefully before making an investment decision.
Our Ordinary Shares are listed on the Global Market
tier of The Nasdaq Stock Market LLC under the symbol “YDES.” On February 25, 2026, the last sale price for our Ordinary Shares
as reported on the Global Market tier of The Nasdaq Stock Market LLC was $8.42 per share.
Investing in our securities involves a high degree
of risk. See “Risk Factors” beginning on page 6 of the Prospectus for a discussion of information that should be considered
in connection with an investment in our securities.
Neither the Commission nor any state securities
commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this Prospectus Supplement is February
27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of February 2026
Commission File Number: 001-42810
YD Bio
Limited
12F., No. 3, Xingnan St.,
Nangang Dist.,
Taipei City 115001, Taiwan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Entry Into a Strategic Partnership with YC Biotech Co.,
Ltd.
On February 24, 2026, YD Bio
USA, Inc. (“YD Bio USA”), a subsidiary of YD Bio Limited (the “Company”), entered into a Master Strategic Alliance
Agreement (the “Agreement”) with YC Biotech Co., Ltd. (“YC Biotech”), pursuant to which the parties established
a strategic partnership to create a “Taiwan-U.S. Dual-Core” regulatory platform. This partnership will cover a broad range
of projects involving the U.S. Food and Drug Administration (the “FDA”), including Investigational New Drug, New Drug Application,
and Biologics License Application submissions.
Under the Agreement, YD Bio
USA will serve as YC Biotech’s exclusive U.S. Agent and formal liaison with the FDA for YC Biotech’s Contract Research Organization
clients in Asia. YC Biotech will lead project acquisition and technical execution for clients with U.S. regulatory requirements and provide
support for regulatory submissions.
Issuance of Press Release
On February 25, 2026, the
Company issued a press release announcing YD Bio USA’s entry into the Agreement, which is attached as Exhibit 99.1 to this Report
on Form 6-K (this “Report”).
The information contained
in this Report is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-292554) to
be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished. This Report, including Exhibit
99.1, shall not otherwise be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
Matters discussed in this
report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The
words “believe”, “may”, “intends”, “expect”, “pending”, “will”
and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions.
Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we
will achieve or accomplish these expectations. Except as required by law, the Company disclaims any duty to update these forward-looking
statements.
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 25, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 26, 2026
| |
YD BIO LIMITED |
| |
|
| |
By: |
/s/ Edmund Hen |
| |
Name: |
Edmund Hen |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
YD
Bio Limited Announces Strategic Partnership with YC Biotech Co., Ltd. to Establish a Taiwan-U.S. Dual-Core Regulatory Platform
Taipei,
Taiwan, Feb. 25, 2026 (GLOBE NEWSWIRE) -- YD Bio Limited (“YD Bio Ltd” or the “Company”) (Nasdaq: YDES), a biotechnology
company advancing DNA methylation-based cancer detection technology and ophthalmologic innovations, today announced that its subsidiary
YD Bio USA, Inc. (“YD Bio USA”) entered into a Master Strategic Alliance Agreement (the “Agreement”) with YC
Biotech Co., Ltd. (“YC Biotech”) on February 24, 2026. This partnership represents a pivotal advancement in the Company’s
mission, establishing YD Bio USA as the official strategic hub and exclusive U.S. Agent for regulatory applications to the U.S. Food
and Drug Administration (the “FDA”) for YC Biotech’s Contract Research Organization (“CRO”) clients in
Asia.
Pursuant
to the Agreement, the partnership will cover FDA-related projects, including Investigational New Drug (“IND”), New Drug Application
(“NDA”), and Biologics License Application (“BLA”) submissions, which will provide clients with a streamlined,
integrated approach to navigating the complexities of the regulatory landscape. Through deep integration of YC Biotech’s execution
capabilities in Asia and YD Bio USA’s experience engaging U.S. regulatory authorities, the companies will establish a “Taiwan-U.S.
Dual-Core” regulatory platform.
Under
the terms of the Agreement, YD Bio USA will serve as YC Biotech’s exclusive U.S. Agent and formal liaison with the FDA. In this
role, YD Bio USA will manage official communications and correspondence with the FDA, represent sponsors in pre-IND and other formal
regulatory meetings, provide high-level U.S. regulatory pathway strategies and positioning advice, and serve as compliance risk advisor.
YD Bio USA will also coordinate FDA inspection readiness efforts to facilitate compliance with applicable U.S. regulatory requirements.
YC
Biotech will lead project acquisition and technical execution for clients with U.S. regulatory requirements and provide support for regulatory
submissions. YC Biotech’s responsibilities will also include preparation and drafting of comprehensive submission documentation,
integration and scientific compilation of CMC (Chemistry, Manufacturing, and Controls) data, development of clinical protocols and regulatory
content, overall project management to maintain timelines, and assembly of complete submission packages.
The
collaboration will provide a one-stop solution for a broad range of FDA-related projects, including drug submissions such as IND, NDA,
and BLA filings; medical device filings including Investigational Device Exemption (“IDE”), 510(k), De Novo, and Premarket
Approval (“PMA”) submissions; and strategic advisory services such as pre-IND meeting facilitation, FDA inspection support,
and ongoing regulatory strategy development.
A
Scalable Platform Strategy
This
partnership signifies a structural upgrade to YD Bio Ltd’s business model, shifting away from a single-project advisory focus to
a scalable platform strategy. The collaboration is designed to serve as a foundation for future expansion, with the potential to absorb
additional Asian CROs, extend services to the European Medicines Agency (EMA), and further develop a U.S. clinical network. This would
also create a pathway towards a comprehensive cross-border regulatory alliance system, enabling simultaneous engagement with multiple
non-U.S. partners, fostering long-term recurring collaborations, and strengthening the Company’s position within the U.S. regulatory
ecosystem.
“We
remain committed to fostering innovation and enhancing the success of our partners within the biopharma landscape,” stated Dr.
Ethan Shen, Chairman of the Board and Chief Executive Officer of YD Bio Ltd. “This alliance with YC Biotech represents a strategic
alignment that allows us to better serve our clients, paving the way for success in meeting regulatory challenges.”
“Our
pipeline is already starting to reflect this momentum, with one project completing an INTERACT meeting, one completing a pre-IND meeting
and another project completing an IND meeting. The Company will prioritize standardizing offerings, scaling operations, and formalizing
partnership agreements to capture such recurring value. As we embark on this collaborative journey, both YD Bio Ltd and YC Biotech look
forward to a partnership that enriches our service offerings and supports the success and growth of our clients.”
About
YD Bio Limited
YD
Bio Ltd is a U.S.-anchored public biotechnology company building an integrated healthcare platform across regulated diagnostics, clinical
services, and commercial healthcare markets. The Company operates DNA methylation–based oncology testing programs in the United
States under an LDT-first strategy and provides compliant life science distribution and clinical trial supply chain services to pharmaceutical
and biotechnology partners. In addition, YD Bio Ltd maintains regulated ocular health commercialization operations and a consumer health
distribution platform in Asia. Through strategic partnerships and scalable execution capabilities, the Company advances biomedical innovation
with real-world clinical and commercial impact. For more information, please visit the Company’s website: ir.ydesgroup.com.
Forward-Looking
Statements
This
press release contains forward-looking statements, including, among others, statements about the partnership with YC Biotech, the anticipated
benefits of such partnership, the Company’s strategy, and the future financial and operating performance of YD Bio Ltd. Forward-looking
statements are based on current expectations, estimates, forecasts, and projections and are not guarantees of future performance. Investors
can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “designed
to,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may” or other similar
expressions. Actual results may differ materially due to a variety of factors, including regulatory decisions and feedback, the ability
to achieve the anticipated benefits of the partnership with YC Biotech, and other risks and uncertainties described in YD Bio Ltd’s
filings with the U.S. Securities and Exchange Commission (the “SEC”). The Company undertakes no obligation to update any
forward-looking statements, except as required by law. The Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration
statement and other filings with the SEC.
For
investor and media inquiries, please contact:
YD
Bio Limited
Investor Relations
Email:
investor@ydesgroup.com
WFS
Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 628 283 9214
