悦航阳光美股招股说明书(2025-10-16版)

Filed pursuant to Rule 424(b)(5)Registration Statement No. 333-290419 28,000,000 Units, each consisting of one Class A Ordinary Share and one Warrant, each exercisable to purchase one Class AOrdinary Share28,000,000 Class A Ordinary Shares included in the Units28,000,000 Warrants to Purchase Class A Ordinary Sharesand364,000,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants to PurchaseClass A Ordinary Shares at a Zero Exercise Price Yueda Digital Holding Yueda Digital Holding (the “Company,” “we” or “us”) is offering 28,000,000 units (the “Units”), consisting of one Class A OrdinaryShare, par value $0.04 per share (the “Class A Ordinary Shares”), and one warrant to purchase one Class A Ordinary Share (each, a“Warrant”). We are offering the Units at the public offering price of $1.00 per Unit (the “Offering”). We are also registering28,000,000 Warrants to purchase Class A Ordinary Shares. Each of the Warrants will have an initial exercise price of $1.00 per Class AOrdinary Share and will be exercisable beginning on the date of the issuance date and ending on the one year of the issuance date. Theoffering price per Unit in the Offering was determined based on negotiations between us and the placement agent who acted on behalfof the investors in the Offering, which was based on latest market price prior to the pricing of the Offering. The last reported sale priceof our Class A Ordinary Shares on The Nasdaq Stock Market on October 14, 2025 was $1.39 per Class A Ordinary Share. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Class A Ordinary Shares caneach be purchased in this offering only with the accompanying Warrants as part of the Units, but the component parts of the Units willbe immediately separable and issued separately in this Offering. The initial exercise price of $1.00 for each of the Warrants was determined at 100% of the public offering price of $1.00 per Unit. Theexercise price may be subject to adjustments as described in the Warrant. Such adjustments occur in the following circumstances,including: (i) if the Company effects any share splits, combinations, reclassifications, or share dividends, the exercise price may beadjusted proportionately; and (ii) in the event of certain corporate transactions such as mergers or reorganizations, the exercise pricemay be adjusted to reflect the consideration received by holders of Class A Ordinary Shares in the transaction. A holder of the Warrants may also effect an exercise at a zero exercise price (the “zero exercise price option”) at any time while theWarrants are outstanding. The aggregate number of Class A Ordinary Shares issuable in such zero exercise price option pursuant toany given notice of exercise electing to effect a zero exercise price option under a Warrant shall be equal to 364,000,000 divided by thenumber of Units actually sold in the Offering, multiplied by the number of Class A Ordinary Shares set forth on the cover page of suchWarrant, multiplied by the number of Class A Ordinary Shares set forth in such given notice of exercise, divided by the number ofClass A Ordinary Shares set forth on the cover page of such Warrant. The Warrants included in this Offering entitle the holders toreceive, via the zero exercise price option, a fixed number of 364,000,000 Class A Ordinary Shares in total regardless of how manyunits are sold in the Offering. This aggregate number of shares are allocated among the holders in proportion to their number of theWarrants. While the Warrants do provide for an initial exercise price of $1.00 per Class A Ordinary Share as well as the ability to exercise theWarrants on a cash exercise basis, it is anticipated that all Warrant holders will utilize the zero exercise price option as this allows forthe exercise of the Warrants for no additional consideration and will result in a greater number of Class A Ordinary Shares thatinvestors will receive under upon exercise than what would be issuable upon cash exercise. As a result, there is no practical orfinancial incentive for holders of the Warrants to exercise the Warrants via cash exercise and we do not expect to receive any proceedsfrom the exercise of the Warrants overall. Our Class A Ordinary Shares are listed on The Nasdaq Stock Market under the symbol “YDKG.” The last reported sale price of ourClass A Ordinary Shares on The Nasdaq Stock Market on October 14, 2025 was $1.39 per Class A Ordinary Share. There is noestablished public trading market for the Warrants, and we do not intend to list the Warrants on any national securities exchange ortrading system. Without a trading market, the liquidity of the Warrants will be limited. We are also registering the Class A OrdinaryShares issuable upon exercise of the Warrants and anticipate that such Class A Ordinary Shares will trade on The Nasdaq StockMarket. As used in this prospectus supplement, “we,” “us,” “our company,” “our” or “Yueda