As filed with the U.S. Securities and Exchange Commission on July 10, 2025.

Registration Statement No. 333-283428

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

Amendment No. 9
to
Form F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

_____________________________________

YD Bio Limited
(Exact Name of Registrant as Specified in Its Charter)

YD Biopharma Limited*
(Exact Name of Co-Registrant as Specified in Its Charter)

_____________________________________

Cayman Islands

  

2835

  

Not Applicable

(Jurisdiction of Incorporation
or Organization)

  

(Primary Standard Industrial
Classification Code Number)

  

(I.R.S. Employer
Identification Number)

12F., No. 3, Xingnan St.,
Nangang Dist.,
Taipei City 115001, Taiwan
+(886) 2382-0330
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

Ralph V. De Martino, Esq.
Marc E. Rivera, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Telephone: (202) 857.6000
Facsimile: (202) 857.6395

  

Benjamin Howard, Esq.
Derick Pillai, Esq.
Woolery & Co. PLLC
200 East 21st Street
New York, NY 10010
Telephone: (212) 287.7377
   

Mathew J. Saur, Esq.
Ekpyrosis Advisors PLLC
488 Broadway
Southampton, NY 11968
Telephone: (917) 328.4795

_____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant and Co-registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant and Co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*         For information regarding the Co-Registrant, see “Co-Registrant Table” on the following page.

 

CO-REGISTRANT TABLE




Exact Name of Co-Registrant as
Specified in its Charter(1)(2)

  


State or Other
Jurisdiction of
Incorporation or
Organization

  

Primary
Standard
Industrial
Classification
Code Number

  


I.R.S. 
Employer
Identification
Number

YD Biopharma Limited

  

Cayman Islands

  

2835

  

Not Applicable

____________

(1)      The Co-Registrant has the following principal executive office:

12F., No. 3, Xingnan St.

Nangang Dist.

Taipei City 115001, Taiwan

(2)      The agent for service for the Co-Registrant is:

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

 

The Registrant and Co-Registrant are filing this Amendment No. 9 (this “Amendment”) to the Registration Statement on Form F-4 (File No. 333-283428) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules

Exhibit
Number

  

Description

2.1

  

Merger Agreement and Plan of Reorganization, dated September 24, 2024, by and among Breeze Holdings Acquisition Corp., BH Biopharma Merger Sub Limited, and YD Biopharma Limited (included as Annex A to this proxy statement/prospectus)

2.2

  

Amendment No. 1 to Merger Agreement and Plan of Reorganization, dated May 30, 2025 (included as Annex A to this proxy statement/prospectus)

3.1

  

Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp. (incorporated by reference to Exhibit 3.3 of Breeze’s Registration Statement on Form S-1 filed with the SEC on October 26, 2020)

3.2

  

Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated September 13, 2022 (incorporated by reference to Exhibit 3.1 of Breeze’s Current Report on Form 8-K filed with the SEC on September 15, 2022)

3.3**

  

Amended and Restated Memorandum and Articles of Association of Pubco, as currently in effect

3.4

  

Form of Proposed Second Amended and Restated Memorandum and Articles of Association of Pubco (included as Annex B to this proxy statement/prospectus)

3.5

  

By-Laws of Breeze Holdings Acquisition Corp. (incorporated by reference to Exhibit 3.4 of Breeze’s Registration Statement on Form S-1 (file no. 333-249677))

4.1

  

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Breeze’s Registration Statement on Form S-1 (file no. 333-249677))

4.2

  

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 of Breeze’s Registration Statement on Form S-1 (file no. 333-249677))

4.3

  

Warrant Agreement, dated November 23, 2020, by and between Breeze Holdings Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Breeze’s Current Report on Form 8-K, filed with the SEC on November 23, 2020).

4.4

  

Rights Agreement, dated November 23, 2020, by and between Breeze Holdings Acquisition Corp. and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 of Breeze’s Current Report on Form 8-K, filed with the SEC on November 23, 2020).

5.1

  

Opinion of Ogier

5.2

  

Opinion of ArentFox Schiff LLP

8.1**

  

U.S. Tax Opinion of Woolery & Co. PLLC

8.2**

  

U.S. Tax Opinion of ArentFox Schiff LLP

10.1**

  

Sponsor Support Agreement, dated September 24, 2024, by and among Breeze Holdings Acquisition Corp., YD Biopharma Limited and the Breeze Initial Stockholders.

10.2**

  

Company Support Agreement, dated September 24, 2024, by and among Breeze Holdings Acquisition Corp., YD Biopharma Limited and certain YD Biopharma Equity Holders.

10.3**

  

Lock-Up Agreement, dated September 24, 2024, by and among Breeze Holdings Acquisition Corp., YD Biopharma Limited, the Breeze Initial Stockholders and certain YD Biopharma Equity Holders.

10.4**

  

Third Amended and Restated Registration Rights Agreement, dated June 23, 2025, by and among Breeze Holdings Acquisition Corp., the Breeze Initial Stockholders and certain YD Biopharma Equity Holders.

10.5

  

Letter Agreement, dated November 23, 2020, by and among Breeze Holdings Acquisition Corp., Breeze Sponsor, LLC and each of the officers and directors of Breeze Holdings Acquisition Corp. (incorporated by reference to Exhibit 10.1 to Breeze’s Current Report on Form 8-K, filed with the SEC on November 27, 2020).

10.6

  

Investment Management Trust Agreement, dated November 23, 2020, by and between Breeze Holdings Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Breeze’s Current Report on Form 8-K, filed with the SEC on November 27, 2020).

10.7

  

Administrative Services Agreement, dated November 23, 2020, by and between Breeze Holdings Acquisition Corp. and Breeze Sponsor, LLC (incorporated by reference to Exhibit 10.4 to Breeze’s Current Report on Form 8-K, filed with the SEC on November 27, 2020).

II-1

Exhibit
Number

  

Description

10.8

  

Business Combination Marketing Agreement, dated November 23, 2020, by and between Breeze Holdings Acquisition Corp. and the Representative (incorporated by reference to Exhibit 10.5 to Breeze’s Current Report on Form 8-K, filed with the SEC on November 27, 2020).

10.9**

  

Master Services Agreement, dated January 1, 2024, by and between Alcon Services AG, Taiwan Branch (Switzerland) and Yong Ding Biopharm Co., Ltd. (previously filed as Exhibit 10.16 to Amendment 4 to this Registration Statement).

10.10**

  

Patent Licensing and Technology Transfer Agreement, dated June 25, 2024, by and between EG BioMed Co., LTD and Yong Ding Biopharm Co., Ltd.

10.11**

  

Supplemental Agreement, dated September 30, 2024, by and between EG BioMed Co., LTD and Yong Ding Biopharm Co., Ltd.

10.12**

  

Patent Licensing and Technology Transfer Agreement, dated June 25, 2024, by and between EG BioMed Co., LTD and Yong Ding Biopharm Co., Ltd.

10.13**

  

Exclusive Licensing Agreement, dated June 19, 2024, by and between 3D Global Biotech Inc. and Yong Ding Biopharm Co, Ltd.

10.14**

  

Supplemental Agreement, dated June 28, 2024, by and between 3D Global Biotech Inc. and Yong Ding Biopharm Co, Ltd.

10.15**

  

Main Service Agreement, dated May 31, 2023, by and between Novartis (Taiwan) Co., Ltd. and Yong Ding Biopharm Co., Ltd.

10.16**

  

Form of PIPE Subscription Agreement

23.1

  

Consent of Ogier (attached as Exhibit 5.1)

23.2**

  

Consent of Woolery & Co. PLLC (attached as Exhibit 8.1)

23.3**

  

Consent of ArentFox Schiff LLP (attached as Exhibit 8.2)

23.4**

  

Consent of CBIZ CPAs P.C.

23.5**

  

Consent of Marcum LLP

23.6**

  

Consent of ARK Pro CPA & Co

24.1**

  

Power of Attorney (previously included on the signature page)

99.1**

  

Consent of CIAA

99.2**

  

Consent of Ethan Shen, Ph.D. to be named as a director nominee

99.3**

  

Consent of Benjamin Zhang, M.D. to be named as a director nominee

99.4**

  

Consent of Michaela Griggs to be named as a director nominee

99.5**

  

Consent of Jan Hall to be named as a director nominee

99.6**

  

Consent of Joseph Tseng to be named as a director nominee

99.7**

  

Consent of Albert McLelland to be named as a director nominee

99.8**

  

Consent of J. Douglas Ramsey, Ph.D. to be named as a director nominee

107

  

Filing Fee Table

____________

*        To be filed by amendment.

**      Previously filed.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

1.      to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

a.      to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

b.      to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total

II-2

dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement.

c.      to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.      that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.      to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

4.      to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

5.      That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

a.      any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

b.      any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

c.      the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

d.      any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (a) that is filed pursuant to the immediately preceding paragraph, or (b) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on July 10, 2025.

 

YD Bio Limited
   

By:

  

/s/ J. Douglas Ramsey
   

Name:

  

J. Douglas Ramsey
   

Title:

  

Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name

  

Position

  

Date

YD Bio Limited

        

/s/ J. Douglas Ramsey

  

Director

  

July 10, 2025

J. Douglas Ramsey

  

Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

    

/s/ Russell D. Griffin

  

Director

  

July 10, 2025

Russell D. Griffin

        

*

  

Director

  

July 10, 2025

Albert McLelland

        

*

  

Director

  

July 10, 2025

Robert Lee Thomas

        

*By:

  

J. Douglas Ramsey

    
   

Attorney-in-fact

    

II-5

Pursuant to the requirements of the Securities Act of 1933, as amended, the co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on July 10, 2025.

 

YD Biopharma Limited
   

By:

  

/s/ Ethan Shen
   

Name:

  

Ethan Shen
   

Title:

  

Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name

  

Position

  

Date

YD Biopharma Limited

        

/s/ Ethan Shen

  

Chief Executive Officer and Chairman

  

July 10, 2025

Ethan Shen

  

(Principal Executive Officer)

    

/s/ Edmund Hen

  

Chief Financial Officer

  

July 10, 2025

Edmund Hen

  

(Principal Financial Officer)

    

*

  

Chief Medical Officer and Director

  

July 10, 2025

Benjamin Zhang

        

*

  

Chief Operating Officer

  

July 10, 2025

May Tsai

        

*By:

  

Ethan Shen

    
   

Attorney-in-fact

    

II-6

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of America, has signed this Registration Statement in New York, on July 10, 2025.

 

Authorized U.S. Representative

Cogency Global Inc.

   

By:

  

/s/ Colleen A. De Vries
   

Name:

  

Colleen A. De Vries
   

Title:

  

Senior Vice-President on behalf of Cogency Global Inc.

II-7

Exhibit 5.1

 

 

YD Bio Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

 D:  

+852 3656 6054 /

+852 3656 6061

E:  

nathan.powell@ogier.com /

florence.chan@ogier.com

   
Reference:  FYC/AGC/510959.00001
   
  10 July 2025

 

Dear Sirs

 

YD Bio Limited (the Company)

 

We have been requested to provide you with an opinion on matters of Cayman Islands law in relation to the Company’s registration statement filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on Form F-4, such registration statement including all amendments or supplements to such form filed with the Commission (the Registration Statement). The Registration Statement relates to the transactions contemplated in the merger agreement and plan of reorganization (the Original Agreement) dated 24 September 2024 by and among Breeze Holdings Acquisition Corp. (the SPAC), Breeze Merger Sub, Inc. (the Parent Merger Sub) and YD Biopharma Limited (the Target) and the amendment no.1 to the Original Agreement (the Amendment, together with the Original Agreement, as may further be amended and supplemented, the Merger Agreement) by and among the SPAC, the Parent Merger Sub, the Target, the Company and BH Biopharma Merger Sub Limited. Pursuant to the Merger Agreement, the Company will issue the following securities as will be determined in accordance with the Merger Agreement:

 

(a)such number of ordinary shares with US$0.0001 par value each of the Company (each an Ordinary Share) to certain securities holders of the SPAC (including, without limitation, the Ordinary Shares issuable to the existing rights holder of the SPAC) (collectively, the SPAC Shares) as set out in the Registration Statement and in accordance with the terms of the Merger Agreement;

 

(b)such number of Ordinary Shares to certain existing shareholders of the Target (the Consideration Shares and together with the SPAC Shares, the Offering Shares) in accordance with the terms of the Merger Agreement;

 

(c)such number of warrants to purchase Ordinary Shares to the existing warrant holders of the SPAC (the Warrants) in accordance with the terms of the Merger Agreement and the Warrant Agreement (as defined in Schedule 1); and

 

(d)such number of Ordinary Shares upon due exercise of all the Warrants in accordance with the terms as set out therein (the Warrants Shares).

 

 

 

 

Ogier

Providing advice on British Virgin Islands,
Cayman Islands and Guernsey laws

 

Floor 11 Central Tower

28 Queen's Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

Partners

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Justin Davis

Joanne Collett

Dennis Li

Cecilia Li**

Rachel Huang**

Yuki Yan**

Florence Chan*‡

Richard Bennett**‡

James Bergstrom‡

Marcus Leese‡

 

 

* admitted in New Zealand

** admitted in England and Wales

‡ not ordinarily resident in Hong Kong

 

 

 

 

This opinion letter is given in accordance with the terms of the legal matters section of the Registration Statement.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

1Documents examined

 

For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

2Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)all original documents examined by us are authentic and complete;

 

(b)all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)each of the Statutory Books, the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(e)all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(f)the Board Resolutions remain in full force and effect and have not been amended, varied or revoked in any respect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving, among other things, the Merger Agreement and the Warrant Agreement (collectively, the Agreements) and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Merger Agreements which has not been properly disclosed in the Board Resolutions;

 

(g)the Assignment Agreement will be duly executed and delivered by the Company and all other parties named thereto, in materially the same form as the last draft examined by us and in accordance with the Board Resolutions, prior to the issuance of the Warrants;

 

(h)neither the directors of the Company or the shareholders of the Company have taken any steps to appoint a liquidator or a restructuring officer of the Company and no receiver has been appointed over any of the Company’s property or assets;

 

2

 

 

(i)the Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register;

 

(j)all parties to the Registration Statement and the Merger Agreement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement and the Merger Agreement;

 

(k)each of the Registration Statement and the Merger Agreement has been or, as the case may be, will be duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands);

 

(l)the obligations expressed to be assumed by the Company and by the other parties in each of the Registration Statement, the Merger Agreement (and in the case of the Warrant Agreement, will) constitute legal, valid, binding and enforceable obligations of such parties under all applicable laws (other than the laws of the Cayman Islands);

 

(m)there are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement, the Merger Agreement or the transactions contemplated by them or restrict the powers and authority of the Company in any way;

 

(n)the Company will not change its authorised share capital or issue any further shares (other than the Offering Shares and Warrant Shares (or otherwise as stated in the Merger Agreement) before the time of issuing the Offering Shares and Warrant Shares;

 

(o)there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company;

 

(p)no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares and none of the Ordinary Shares have been offered or issued to residents of the Cayman Islands;

 

(q)at the time of the issuance of the Warrant Shares and the exercise of the Warrants in accordance with its terms (the Exercise):

 

(i)the Company will not have been struck off, dissolved or placed in liquidation;

 

(ii)the issue price for each Warrant Share issued (in the case of the Warrants, upon the Exercise) will not be less than the par value of such share;

 

(r)the Amended MAA appended to the Registration Statement will not be further amended and will be the effective memorandum and articles of association of the Company immediately prior to the date that any Ordinary Shares or Warrants are issued by the Company pursuant to the Registration Statement and the Merger Agreement; and

 

(s)there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

 

3

 

 

3Opinions

 

On the basis of the examinations of the documents set forth in Schedule 1 and assumptions referred to in paragraph 2 above and subject to the qualifications set forth in Schedule 2 and the limitations set forth below, we are of the opinion that:

 

Corporate status

 

(a)The Company has been duly incorporated as an exempted company with limited liability under the Companies Act (Revised) of the Cayman Islands and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar).

 

Validity of issuance of the Offering Shares and Warrant Shares

 

(b)The Offering Shares to be offered and issued by the Company as contemplated by the Registration Statement and the Merger Agreement have been duly authorised for issue and when:

 

(i)issued by the Company against payment in full of the consideration thereof (being no less than its aggregate par value) in accordance with the terms set out in the Registration Statement, the Merger Agreement and the Company's then effective memorandum and articles of association; and

 

(ii)such issuance of the Offering Shares has been duly registered in the Company's register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

(c)The Warrant Shares to be issued pursuant to the Warrants when the Warrants are exercisable under the terms of the Warrants and the Warrant Agreement, have been duly authorised for issue and, when:

 

(i)issued by the Company upon due exercise of the Warrants in accordance with the terms of the Warrants and the Warrant Agreement and the Company's then effective memorandum and articles of association against full payment of the exercise price therefor (being no less than its aggregate par value); and

 

(ii)such issuances of Warrant Shares have been duly registered in the Company's register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

4Matters not covered

 

We offer no opinion:

 

(a)as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Agreements to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

4

 

 

(b)except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Agreements (or as to how the commercial terms of the Agreements reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Agreements and any other agreements into which the Company may have entered or any other documents; or

 

(c)as to whether the acceptance, execution or performance of the Company’s obligations under the Agreements reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association) entered into by or binding on the Company.

 

5Governing law of this opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)limited to the matters expressly stated in it; and

 

(c)confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6Who can rely on this opinion

 

6.1This opinion may be used only in connection with the offering of the Offering Shares and the Warrant Shares while the Registration Statement is effective. With the exception of your professional advisers (acting only in that capacity) pursuant to the Registration Statement, it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

 

6.2We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”.

 

Yours faithfully  
   
/s/ Ogier  
Ogier  

 

5

 

 

SCHEDULE 1

 

Documents Examined

 

1The certificate of incorporation of the Company dated 18 November 2024 issued by the Registrar.

 

2The amended and restated memorandum and articles of association of the Company filed with Registrar on 31 October 2024 (the Memorandum and Articles of Association).

 

3The draft form of the second amended and restated memorandum and articles of association of the Company appended to the Registration Statement adopted by shareholder resolution dated 7 July 2025 with effect from the Parent Merger Effective Time (as defined in the Merger Agreement) (the Amended MAA).

 

4The written resolutions of all the directors of the Company dated 7 July 2025 (the Board Resolutions).

 

5The written resolutions of the sole shareholder of the Company dated 7 July 2025 (the Shareholder Resolutions).

 

6The certificate of good standing dated 25 June 2025 issued by the Registrar in respect of the Company (the Good Standing Certificate).

 

7The register of members of the Company dated 13 May 2025 (the Register of Members).

 

8The register of directors and officers of the Company dated 13 May 2025 (the Register of Directors, and together with the Register of Members, the Statutory Books).

 

9A certificate from a director of the Company dated 7 July 2025 as to certain matters of fact (the Director's Certificate).

 

10The Registration Statement.

 

11The Merger Agreement.

 

12The warrant agreement dated 23 November 2020 by and between the SPAC and Continental Stock Transfer & Trust Company (the Warrant Agreement).

 

13The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 7 July 2025.

 

14Results of the search conducted online through the CORIS (Cayman Online Registry Information System) as maintained by the Ministry of Financial Services of Cayman Islands Government in respect of the Company dated 30 June 2025.

 

6

 

 

SCHEDULE 2

 

Qualifications

 

Good Standing

 

1Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

2In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

Register of Writs

 

3Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)any current or pending litigation in the Cayman Islands against the Company; or

 

(b)any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI$20,000.

 

Limited liability

 

4We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act of the Cayman Islands and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

 

Non-Assessable

 

5In this opinion, the phrase “non-assessable” means, with respect to the Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

7

 

Exhibit 5.2

 

 

July 10, 2025

 

YD Biopharma Limited
12F., No. 3, Xingnan St.,
Nangang Dist.,
Taipei City 115001, Taiwan

 

Ladies and Gentlemen:

 

We have acted as counsel to YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement on Form F-4, (Registration No. 333- 283428), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 30, 2025, as amended and supplemented through the date hereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereafter referred to as the “Registration Statement”), relating to the Merger Agreement and Plan of Reorganization, dated September 24, 2024 filed as Exhibit 2.1 to the Registration Statement (as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among (i) YD Bio Limited, a Cayman Islands exempted company (“Pubco”), (ii) Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), (iii) Breeze Merger Sub, Inc., a Delaware corporation and which will be a direct, wholly-owned subsidiary of Pubco (“Breeze Merger Sub”), (iv) BH Biopharma Merger Sub Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub”), and (v) the Company. Pursuant to the terms of the Merger Agreement, Breeze Merger Sub will merge with and into Breeze with Breeze surviving the merger as a wholly owned subsidiary of Pubco (the “Breeze Merger” and the time that the Breeze Merger becomes effective being referred to as the “Breeze Merger Effective Time”), and Company Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Pubco (the “Company Merger” and together with the Breeze Merger, the “Mergers” and together with the other transactions and ancillary agreements contemplated by the Merger Agreement, the “Business Combination”). “YD Bio” refers to Pubco after giving effect to the Business Combination.

 

Immediately prior to the Breeze Effective Time, among other things, each issued and outstanding whole warrant to purchase Common Stock of Breeze will automatically represent the right to purchase one Class A Ordinary Share of YD Bio at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement dated as of November 23, 2025, by and between Continental Stock Transfer & Trust Company and the Breeze.

 

The Registration Statement relates to the registration of the offer and sale of (i) up to 65,544,824 Class A Ordinary Shares of YD Bio, (ii) 11,500,000 YD Bio warrants (the “Warrants”) issuable in exchange for the issued and outstanding public warrants to purchase Common Stock of Breeze, and (iii) up to 11,500,000 Class A Ordinary Shares of YD Bio (the “Warrant Shares”) issuable upon exercise of the Warrants.

 

 

 

   

July 10, 2025

Page 2

  

In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Business Combination Agreement, (ii) the Registration Statement (iii) the form of proposed Second Amended and Restated Memorandum and Articles of Association of YD Bio, to be filed with the Registrar of Companies of the Cayman Islands (the “Amended and Restated Articles”), in the form filed set forth in Annex B to the proxy statement/prospectus included in the Registration Statement (iv) a copy of the Warrant Agreement filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Breeze on November 23, 2020, (v) the written resolutions of the Board of Directors of the YD Bio dated July 5, 2025 relating to, among other matters, approval of the Business Combination Agreement, the issuance of the Merger Consideration Securities, the issuance of the Warrants and the filing of the Registration Statement, and (vi) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents (other than the Company) had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto (other than the Company). As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of YD Bio and others. In rendering the opinions set forth below, we have further assumed that (i) the Registration Statement will have become effective under the Securities Act and (ii) the conditions to consummating the transactions contemplated by the Business Combination Agreement will have been satisfied or duly waived and such transactions are consummated.

 

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that upon the Breeze Merger Effective Time, each issued and outstanding Breeze warrant will be a valid and binding obligation of YD Bio, enforceable against YD Bio in accordance with its terms under the laws of the State of New York.

 

The opinions set forth above are subject to the following qualifications:

 

A. The opinion expressed herein with respect to the legality, validity, binding nature and enforceability of the Warrants is subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally, whether now or hereafter in effect and (ii) general principles of equity, including, without limitation, concepts of materiality, laches, reasonableness, good faith and fair dealing and the principles regarding when injunctive or other equitable remedies will be available (regardless of whether considered in a proceeding at law or in equity).

 

 

 

   

July 10, 2025

Page 3

 

B. The foregoing opinions are limited to the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction.

 

The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the proxy statement/prospectus contained in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Proxy Statement/Prospectus to be disseminated pursuant to the Registration Statement following the effective date of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Sincerely,  
   
/s/ ArentFox Schiff LLP  
ArentFox Schiff LLP  

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4

 

(Form Type)

 

YD Bio Limited

 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

   Security
Type		  Security
Class Title		  Fee
Calculation or
Carry
Forward
Rule		  Amount
Registered(1) 		   Proposed
Maximum
Offering
Price Per
Security		   Maximum
Aggregate
Offering
Price		   Fee Rate   Amount of Registration Fee 
Fees to Be Paid  Equity  Pubco Common
Stock (3)(6) 		  457(c) and
457(f)(1)		   799,413   $11.51​(2)  $9,201,243.63    0.00015310   $1,408.71 
   Equity  Pubco Common
Stock (4)(6)		  457(f)(2)   

64,730,411

    N/A   $34,716.00​(7)   0.00015310   $5.32 
   Equity  Pubco Warrants (5)(6)   457(g)   11,500,000   $0.23​(2)  $2,645,000    0.00015310   $404.95 
   Equity  Pubco Common Stock issuable on exercise of Pubco Warrants  457(g)   11,500,000    --​(8)   --​(7)   --    -- 
                                   
   Total Offering Amounts        $11,880,959.63    0.00015310   $1,818.98 
   Total Fees Previously Paid                   (9,377.76)(9)
   Total Fee Offsets                   - 
   Net Fee Due                  $(7,558.78)

 

(1)All securities being registered will be issued by YD Bio Limited, a Cayman Islands exempted company (“Pubco”), in connection with the business combination (“Business Combination”) described in the enclosed proxy statement/prospectus.

 

(2)Based on the average of the high and low prices on November 21, 2024 of the shares of common stock and warrants of Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”) (the company to which the registrant, Pubco, will succeed after the consummation of the transactions described in this registration statement and the enclosed proxy statement/prospectus and exchange offer prospectus).

 

(3)Consists of shares of Pubco common stock, par value $0.0001 per share (“Pubco Common Stock”) issuable in exchange for outstanding securities of Breeze upon the consummation of the Business Combination described in this registration statement and the enclosed proxy statement/prospectus, including (i) 224,413 shares of Pubco Common Stock issuable in exchange for shares of Breeze common stock held by Breeze’s public stockholders, and (ii) 575,000 shares of Pubco Common Stock issuable pursuant to the mandatory exchange rights of Breeze’s issued and outstanding rights. The Registrant will not receive any consideration in connection with this exchange.

 

(4)Consists of Pubco Common Stock issuable to the security holders of YD Biopharma Limited, a Cayman Islands exempted corporation (“YD Biopharma”), in connection with the Business Combination.

 

(5)Consists of Pubco Warrants issuable in exchange for outstanding warrants of Breeze.

 

(6)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions are also being registered.

 

(7)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. YD Biopharma is a private company, no market exists for its securities, and YD Biopharma has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of the Pubco Ordinary Shares issuable to the holders of YD Biopharma common stock is one-third of the aggregate par value of the YD Biopharma shares expected to be exchanged pursuant to the Merger Agreement.

 

(8)Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying Pubco Ordinary Shares.

 

(9)Fees previously paid in connection with the Registration Statement on Form S-4 (File No. 333-277076) filed by the Registrant on February 2, 2024 and in connection with the initial filing of this Registration Statement.