Leadership change and warrant exercisability at YD Bio (NASDAQ: YDES)

Rhea-AI Filing Summary

YD Bio Limited reports that Chief Operating Officer Ms. May Tsai resigned on September 24, 2025 for personal health reasons. The company states her departure was not due to any disagreement over operations, policies, or practices and has begun searching for a new COO.

Following her resignation, YD Bio engaged Ms. Nina Wu as a strategic consultant to support investor communications and manage interactions with capital markets, drawing on her prior roles in real estate and investment promotion in Taiwan.

YD Bio also highlights a Form F-1 registration statement filed on September 23, 2025 to register ordinary shares held by certain shareholders and shares issuable upon exercise of private placement warrants, and plans to amend it to register ordinary shares underlying its publicly traded warrants listed as YDESW. The public warrants will only become exercisable once the amended registration statement is declared effective, while during any period when the registration covering the underlying ordinary shares is not effective, including after the 60th business day following the business combination closing, holders may exercise on a cashless basis.

Insights

Corporate governance and capital markets analyst

YD Bio reports a COO resignation and clarifies when its public warrants can be exercised.

The resignation of COO May Tsai for personal health reasons removes a senior operator, but the company explicitly notes there was no disagreement over operations, policies, or practices. A search for a new COO is underway, suggesting an intent to restore permanent leadership in this role.

Engaging Nina Wu as a strategic consultant focused on investor communications and capital market interactions indicates attention to shareholder relations during this transition. Her background with Taiwan Sotheby’s International Realty and Trade & Investment Queensland’s Taiwan office suggests experience with institutional and governmental stakeholders.

On the capital markets side, YD Bio describes a Form F-1 that registers ordinary shares held by certain shareholders and shares from private placement warrants, and its plan to amend it to register shares underlying the Nasdaq-traded public warrants YDESW. The public warrants will only be exercisable once the amended registration statement is declared effective; otherwise, holders may exercise on a cashless basis during any period the registration is not effective, including after the 60th business day following the business combination closing. Actual warrant exercise activity will depend on effectiveness status and holder decisions.

Form 6-K: How Foreign Companies Report to the SEC →

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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-42810

YD Bio Limited

(Exact name of registrant as specified in its charter)

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

Nangang Dist.,

Taipei City 115001, Taiwan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒           Form 40-F ☐

Departure of Chief Operating Officer

On September 24, 2025, Ms. May Tsai, Chief Operating Officer of YD Bio Limited (the “Company”), tendered her resignation for personal health reasons, effective as of September 24, 2025. Ms. Tsai’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company commenced a search for a new Chief Operating Officer. Following Ms. Tsai’s resignation, the Company engaged Ms. Nina Wu as a strategic consultant. Ms. Wu will assist with investor communications and manage the Company’s interaction with the capital markets. Ms. Wu previously worked with Taiwan Sotheby’s International Realty under the Primasia Group from 2012 to 2022 and served as Investor Director at Trade & Investment Queensland’s Taiwan Office, where she engaged leading institutions, multinational corporations, and government agencies in 2023.

Registration of the Shares Underlying the Public Warrants and Exercisability of the Company’s Public Warrants

The Company has filed a registration statement on Form F-1 (File No. 333-290471) (the “Registration Statement”) dated September 23, 2025 to register the offer and sale of ordinary shares held by certain shareholders and the ordinary shares issuable upon exercise of private placement warrants. In light of the recent event, the Company plans to amend the Registration Statement to include the registration of the issuance of ordinary shares underlying the publicly traded warrants (the “Public Warrants”) which trade on Nasdaq under the ticker, YDESW. The Public Warrants will not become exercisable until the Registration Statement is amended and declared effective by the U.S. Securities and Exchange Commission. If the Registration Statement covering the Ordinary Shares underlying the Public Warrants is not effective by the 60th business day following the closing of the business combination—or if at any time thereafter the registration statement is not maintained as effective and current—holders may exercise their Public Warrants on a cashless basis during such periods of ineffectiveness.

1

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.

	YD Bio Limited
	By:	/s/ Ethan Shen
	Name:	Ethan Shen
	Title:	Chief Executive Officer and Chairman

Date: September 26, 2025

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FAQ

Why did YD Bio (YDES) Chief Operating Officer May Tsai resign?

Ms. May Tsai, Chief Operating Officer of YD Bio Limited, resigned on September 24, 2025 for personal health reasons. The company states her resignation was not due to any disagreement regarding operations, policies, or practices.

Who is Nina Wu and what is her role at YD Bio (YDES)?

Nina Wu has been engaged by YD Bio Limited as a strategic consultant following the COO’s resignation. She will assist with investor communications and manage the company’s interaction with the capital markets, drawing on prior experience at Taiwan Sotheby’s International Realty and Trade & Investment Queensland’s Taiwan office.

What registration statement did YD Bio (YDES) recently file?

YD Bio filed a Form F-1 registration statement (File No. 333-290471) dated September 23, 2025 to register the offer and sale of ordinary shares held by certain shareholders and the ordinary shares issuable upon exercise of private placement warrants.

How will YD Bio (YDES) change the registration of shares underlying its public warrants?

The company plans to amend its Form F-1 registration statement to include registration of the ordinary shares underlying the publicly traded warrants (Public Warrants) that trade on Nasdaq under the ticker YDESW.

When do YD Bio (YDES) public warrants YDESW become exercisable?

YD Bio’s Public Warrants trading as YDESW will not become exercisable until the amended registration statement covering the underlying ordinary shares is declared effective by the U.S. Securities and Exchange Commission.

What happens if the YD Bio (YDES) warrant registration is not effective?

If the registration statement covering the ordinary shares underlying the Public Warrants is not effective by the 60th business day after the business combination closing, or is later not maintained as effective and current, holders may exercise their Public Warrants on a cashless basis during such periods of ineffectiveness.