YD Bio Ltd美股招股说明书(2025-11-17版)

Prospectus for11,500,000 Ordinary Shares Issuable Upon Exercise of Public Warrants59,136,934 Ordinary Shares by the Selling Shareholders5,425,000 Ordinary Shares Issuable upon Exercise of Warrants This prospectus relates to the issuance by us of up to an aggregate of up to 11,500,000 ordinary shares, par value $0.0001 per share(“Ordinary Shares”), that are issuable upon the exercise of 11,500,000 warrants, each exercisable for one Ordinary Share at an exerciseprice of $11.50 per share (the “Public Warrants”). The Public Warrants were originally issued in connection with the completion of ourbusiness combination with Breeze Holdings Acquisition Corp. (“Breeze”) and YD Biopharma Limited (the “Business Combination”)on August 28, 2025. The Public Warrants are exercisable 30 days after the closing of the Business Combination and will expire fiveyears from the closing of the Business Combination. This prospectus relates to the resale, from time to time, by the Selling Shareholders of up to 59,136,934 Ordinary Shares and5,425,000 Ordinary Shares issuable upon exercise of certain outstanding warrants (the “Private Warrants,” and together with the PublicWarrants, the “Warrants”), issued to certain of the Selling Shareholders in connection with the Business Combination in exchange forwarrants issued by Breeze on November 25, 2020 in connection with a private placement transaction (the “Private PlacementTransaction”).The Private Warrants have an initial exercise price equal to $11.50 per share, are exercisable 30 days after the closing ofthe Business Combination, and will expire five years from the closing of the Business Combination. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Ordinary Shares bythe Selling Shareholders. We will receive proceeds from any cash exercise of the Public Warrants and the Private Warrants, which, ifexercised in cash with respect to all of the 11,500,000 Public Warrants would result in $132,250,000 and if exercised in cash withrespect to all of the 5,425,000 Private Warrants, would result in gross proceeds to us of a maximum of $62,387,500; however, wecannot predict when and in what amounts or if the Warrants will be exercised and it is possible that the Warrants may expire and neverbe exercised, in which case we would not receive any cash proceeds. The Selling Shareholders may sell the Ordinary Shares offered by this prospectus from time to time on terms to be determined at thetime of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption“Planof Distribution.”The Ordinary Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related toprevailing market price or at negotiated prices. We will pay the expenses incurred in registering under the Securities Act. the offer and sale of the Ordinary Shares to which thisprospectus relates by the Selling Shareholders, including legal and accounting fees. See“Plan of Distribution—Offer and Resale ofOrdinary Shares by the Selling Shareholders”beginning on page138. Our Ordinary Shares are listed on the Global Market tier of The Nasdaq Stock Market LLC under the symbol “YDES.” On November14, 2025, the last sale price for our Ordinary Shares as reported on the Global Market tier of The Nasdaq Stock Market LLC was$12.25 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”appearing on page6of thisprospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 17, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING2RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS41USE OF PROCEEDS43CAPITALIZATION44UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION45DIVIDEND POLICY54MARKET INFORMATION55MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS56BUSINESS67MANAGEMENT118SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT124CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS125CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT135SELLING SHAREHOLDERS136PLAN OF DISTRIBUTION138DESCRIPTION OF SECURITIES140LEGAL MATTERS155EXPERTS155WHERE YOU CAN FIND MORE INFORMATION156INDEX TO FINANCIAL INFORMATIONF-1 You should rely only on the information contained in this prospectus or