YD Bio Ltd files an amended Schedule 13G showing beneficial ownership stakes. The filing reports that Ethan Shen beneficially owns 54,345,011 ordinary shares (77.06%) and YD Biopharma Holding Limited beneficially owns 43,120,858 ordinary shares (61.15%). The filing states these percentages are calculated from a total of 70,521,359 ordinary shares as of November 17, 2025, per the issuer's Rule 424(b)(3) prospectus. The cover-page rows break ownership into sole and shared voting and dispositive powers, with Mr. Shen holding 11,224,153 sole voting and dispositive shares and 43,120,858 shared voting and dispositive shares through the Cayman Islands entity.
Positive
None.
Negative
None.
Insights
Significant founder/control concentration is documented in the amendment.
The filing attributes 54,345,011 shares (77.06%) to Ethan Shen and 43,120,858 shares (61.15%) to YD Biopharma Holding Limited, using a November 17, 2025 outstanding base of 70,521,359 shares. The cover rows specify both sole and shared voting/dispositive powers.
High single‑party ownership implies control over corporate votes and significant influence on corporate actions; subsequent public filings will show whether any ownership caps, transfer restrictions, or governance changes are disclosed.
Ownership is split between direct holding and an affiliated Cayman entity controlled by Dr. Shen.
The amendment explains that 43,120,858 shares are held by YD Biopharma Holding Limited and 11,224,153 shares are held directly by Mr. Shen, totaling 54,345,011 beneficially owned by him. The Cayman entity is stated as wholly owned by Dr. Shen.
Filing shows the breakdown of sole versus shared voting/dispositive power; cash‑flow or planned disposition information is not provided in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
YD Bio Ltd
(Name of Issuer)
Ordinary Shares, par value of US$0.0001 per share
(Title of Class of Securities)
G98301107
(CUSIP Number)
02/17/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G98301107
1
Names of Reporting Persons
Ethan Shen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TAIWAN, PROVINCE OF CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,224,153.00
6
Shared Voting Power
43,120,858.00
7
Sole Dispositive Power
11,224,153.00
8
Shared Dispositive Power
43,120,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,345,011.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
77.06 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Numbers in Rows 5-9 consist of (i) 43,120,858 Ordinary shares held by YD Biopharma Holding Limited and (ii) 11,224,153 Ordinary shares held directly by Mr. Ethan Shen. YD Biopharma Holding Limited is a company incorporated in the Cayman Islands and Dr. Shen is the beneficial owner of all of the equity interests issued by YD Biopharma Holding Limited.
Number in Row 11 is based on a total of 70,521,359 ordinary shares of the Issuer of November 17, 2025 reported in the Issuer's Rule 424(b)(3) Prospectus filed on November 17, 2025.
SCHEDULE 13G
CUSIP No.
G98301107
1
Names of Reporting Persons
YD Biopharma Holding Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
43,120,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
43,120,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
43,120,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
61.15 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Numbers in Rows 5-9 consist of 43,120,858 Ordinary shares held by YD Biopharma Holding Limited. YD Biopharma Holding Limited is a company incorporated in the Cayman Islands and Dr. Shen is the beneficial owner of all of the equity interests issued by YD Biopharma Holding Limited.
Number in Row 11 is based on a total of 70,521,359 ordinary shares of the Issuer of November 17, 2025 reported in the Issuer's Rule 424(b)(3) Prospectus filed on November 17, 2025.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row (9) of each cover page.
Ethan Shen: 54,345,011
YD Biopharma Holding Limited: 43,120,858
(b)
Percent of class:
See Row (11) of each cover page.
Ethan Shen: 77.06%
YD Biopharma Holding Limited: 61.15%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row (5) of each cover page.
Ethan Shen: 11,224,153
YD Biopharma Holding Limited: 0
(ii) Shared power to vote or to direct the vote:
See Row (6) of each cover page.
Ethan Shen: 43,120,858
YD Biopharma Holding Limited: 43,120,858
(iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each cover page.
Ethan Shen: 11,224,153
YD Biopharma Holding Limited: 0
(iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each cover page.
Ethan Shen: 43,120,858
YD Biopharma Holding Limited: 43,120,858
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Ethan Shen report in YD Bio Ltd (YDES)?
Mr. Ethan Shen reports beneficial ownership of 54,345,011 shares (77.06%). The filing breaks this into 11,224,153 sole and 43,120,858 shared voting/dispositive shares, using a November 17, 2025 outstanding base of 70,521,359 shares.
How many shares does YD Biopharma Holding Limited hold in YD Bio Ltd (YDES)?
YD Biopharma Holding Limited holds 43,120,858 ordinary shares (61.15%) according to the amendment. The entity is incorporated in the Cayman Islands and is stated to be wholly owned by Dr. Shen in the filing.
How is the ownership divided between sole and shared voting power?
The filing shows 11,224,153 shares as Mr. Shen's sole voting/dispositive power and 43,120,858 shares as shared voting/dispositive power. YD Biopharma Holding Limited reports 43,120,858 shared voting/dispositive shares and no sole powers.
What outstanding share count is the filing using to calculate percentages for YDES?
Percentages are based on a total of 70,521,359 ordinary shares as of November 17, 2025, cited from the issuer's Rule 424(b)(3) prospectus filed on that date. The filing uses that figure to compute the reported percentages.
Does the amendment state any planned sales or changes to the holdings?
The amendment lists current beneficial ownership and voting/dispositive powers but does not state any planned sales, transfers, or changes to these holdings. The filing focuses on ownership attribution and entity relationships.