As filed with the U.S. Securities and Exchange Commission on July 15, 2025.

Registration Statement No. 333-283428

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

_____________________________________

Amendment No. 10
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)

_____________________________________

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:

_____________________________________

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

____________

(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

Breeze Holdings Acquisition Corp.
955 W. John Carpenter Fwy, Suite 100-929
Irving, TX 75039
Telephone: (888) 273-9001

July [•], 2025

Dear Breeze Holdings Acquisition Corp. Stockholder:

You are cordially invited to attend the special meeting of stockholders of Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”) to be held at 10:00 A.M., Eastern Time, on August 14, 2025 or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Special Meeting”). We are planning for the meeting to be held virtually over the Internet.

At the Special Meeting, our stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Merger Agreement and Plan of Reorganization, dated September 24, 2024 (as amended on May 30, 2025 and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among (i) Breeze, (ii) YD Bio Limited, a Cayman Islands exempted company (“Pubco”), (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,” with Company Merger Sub and Breeze Merger Sub together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby. In connection with and upon the consummation of the merger contemplated by the Merger Agreement, Breeze will become a wholly-owned subsidiary of YD Bio Limited, which is hereinafter referred to (on a post-closing basis) as “Pubco.”

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 Company Merger Sub will merge with and into YD Biopharma, with YD Biopharma 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”). The consummation of the Business Combination is hereinafter referred to as the “Closing.”

As further described in the accompanying proxy statement/prospectus and on the terms and subject to the conditions set forth in the Merger Agreement, at the Breeze Merger Effective Time, (a) each share of Breeze common stock, par value $0.0001 per share (“Breeze Common Stock”) outstanding immediately prior to the Breeze Merger Effective Time that has not been redeemed, is not owned by Breeze or any of its direct or indirect subsidiaries as treasury shares, and is not a Dissenting Parent Share will automatically convert into one ordinary share of Pubco (each, a “Pubco Ordinary Share”), (b) each Breeze Warrant shall automatically convert into one warrant to purchase a Pubco Ordinary Share (each, a “Pubco Warrant”) on substantially the same terms and conditions; and (c) each Breeze Right will be automatically converted into the number of Pubco Ordinary Shares that would have been received by the holder of such Breeze Right if it had been converted upon the consummation of a business combination in accordance with Breeze’s organizational documents.

The aggregate consideration to be received by the equity holders of YD Biopharma is based on a pre-transaction equity value of $647,304,110. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, each issued and outstanding ordinary share of YD Biopharma (“YD Biopharma Ordinary Shares”) shall be cancelled and converted into a number of Pubco Ordinary Shares based on that Exchange Ratio described below. The Exchange Ratio will be equal to (i) $647,304,110, divided by (ii) the number of fully-diluted shares of YD Biopharma Common Stock outstanding as of the Closing, further divided by (iii) an assumed value of Pubco Ordinary Shares of $10.00 per share.

Concurrently with the execution of the Merger Agreement, Breeze, Pubco, YD Biopharma, and the Parent Initial Stockholders (as defined in the Merger Agreement) entered into an Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Parent Initial Stockholders: (a) agreed to vote all of their shares of Breeze Common Stock in favor of the Parent Proposals, including the adoption of the Merger Agreement and the approval of the transactions; (b) agreed to vote against any other matter, action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of the Breeze Parties’ representations, warranties,

covenants, agreements or obligations under the Merger Agreement or (ii) any of the mutual or YD Biopharma conditions to the Closing in the Merger Agreement not being satisfied; (c) (i) waived, subject to and conditioned upon the Closing and to the fullest extent permitted by applicable law and the Breeze organizational documents, and (ii) agreed not to assert or perfect, any rights to adjustment or other anti-dilution protections to which such Breeze Initial Stockholder may be entitled in connection with the Mergers or the other transactions; (d) agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable laws to consummate the Mergers and the other transactions on the terms and subject to the conditions set forth in the Merger Agreement prior to any valid termination of the Merger Agreement; (e) agreed not to transfer or pledge any of their shares of Breeze Common Stock, or enter into any arrangement with respect thereto, after the execution of the Merger Agreement and prior to the Closing Date, subject to certain customary conditions and exceptions; and (f) waived their rights to redeem any of their shares of Breeze Common Stock in connection with the approval of the Parent Proposals. The parties to the Sponsor Support Agreement own 92.0% of the aggregate voting power of the Breeze Common Stock. Therefore, regardless of how public stockholders vote, Breeze will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. For the avoidance of doubt, the Business Combination does not require the approval of a majority of unaffiliated security holders of Breeze.

Concurrently with the execution of the Merger Agreement, Breeze, Pubco, YD Biopharma, and certain shareholders of YD Biopharma representing the requisite votes necessary to approve the Merger Agreement (the “YD Biopharma Equity Holders”) entered into Shareholder Support Agreements (the “Shareholder Support Agreement”), pursuant to which the YD Biopharma Equity Holders: (a) agreed to vote in favor of the adoption of the Merger Agreement and approve the Mergers and the other transactions to which YD Biopharma is a party; (b) agreed to waive any appraisal or similar rights they may have pursuant to Cayman law with respect to the Mergers and the other transactions; (c) agreed to vote against any other matter, action, agreement, transaction, or proposal that would reasonably be expected to result in (i) a breach of any of YD Biopharma’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the mutual or the Breeze Parties’ conditions to the Closing in the Merger Agreement not being satisfied; and (d) agreed not to sell, assign, transfer or pledge any of their YD Biopharma ordinary shares (or enter into any arrangement with respect thereto) after the execution of the Merger Agreement and prior to the Closing Date, subject to certain customary conditions and exceptions.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon the following matters related to the Business Combination (a) a proposal to approve and vote upon the proposed second amended and restated memorandum and articles of association of Pubco, the form of which are attached to the accompanying proxy statement/prospectus as Annex B (the “Charter Proposal”) (Proposal No. 2); (b) proposals to consider and vote upon, on a non-binding advisory basis, certain provisions contained in the Proposed Charter which differ from the provisions of the current amended and restated memorandum and articles of association of Pubco (the “Existing Charter”), presented separately in accordance with SEC requirements (the “Advisory Charter Proposals”) (Proposal No. 3); (c) a proposal to approve and adopt the Pubco Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Incentive Plan Proposal) (Proposal No. 4); and (d) a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, in the form set forth in Annex G to the accompanying proxy statement/prospectus, to eliminate the limitation that Breeze, or any entity that succeeds Breeze as a public company, may not redeem Company Shares (as defined therein) in an amount that would cause the net tangible assets of Breeze, or any entity that succeeds Breeze as a public company, to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) (Proposal No. 5).

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, and the Redemption Limitation Amendment Proposal, and each such proposal is cross-conditioned on the others (collectively, the “Condition Precedent Proposals”). The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding on Breeze, Pubco, or their respective board of directors. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, Pubco’s A&R MAA will take effect upon the Closing. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

Pursuant to the Breeze Charter, a holder of Breeze’s public shares (a “public stockholder”) may request that Breeze redeem all or a portion of such public shares for cash if the Business Combination is consummated. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its

legal name, phone number, and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Breeze will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Breeze’s IPO, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on 224,413 shares subject to possible redemption as of July 11, 2025, the Record Date, this would have amounted to approximately $12.30 per issued and outstanding public share. If a public stockholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See the section entitled “The Special Meeting of Breeze — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 10% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 10% of the public shares, then any such shares in excess of that 10% limit would not be redeemed for cash.

The consummation of the transactions contemplated by the Merger Agreement, including the occurrence of the Closing, is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus under the section entitled “The Merger Agreement — Conditions to Closing the Business Combination”. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement or that the transactions contemplated by the Merger Agreement, including the Closing, will be consummated.

Breeze’s shares of Common Stock, rights exchangeable into one-twentieth of one share of common stock, and public warrants are currently quoted on the OTCQX under the symbol “BRZH,” and on the OTCQB under the symbols “BRZHR” and “BRZHW,” respectively. Upon consummation of the Business Combination, Pubco’s Ordinary Shares and public warrants will be listed on The Nasdaq Capital Market under the symbols “YDES” and “YDESW,” respectively. Breeze’s units commenced public trading on November 23, 2020. Breeze’s shares of common stock and warrants began separate trading on December 23, 2020, and its units ceased trading on such separation date. Breeze is providing the accompanying proxy statement/prospectus and accompanying proxy card to Breeze’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by Breeze’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of Breeze’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Breeze has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and unanimously recommends that stockholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Breeze’s stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Breeze, you should keep in mind that the Breeze Initial Stockholders have interests in the Business Combination that may conflict with your interests as a stockholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of Breeze than liquidating Breeze. See the section entitled “The Business Combination — Interests of Breeze’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote at the virtual meeting, you may withdraw your proxy and vote at the virtual meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO BREEZE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated July [•], 2025 and is first being mailed to the stockholders of Breeze on or about that date.

Breeze Holdings Acquisition Corp.
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
Telephone: (888) 273-9001

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON August 14, 2025

To the Stockholders of Breeze Holdings Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), will be held on August 14, 2025, at 10:00 A.M., Eastern time. The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address: www.virtualshareholdermeeting.com/BRZH2025SM2. You are cordially invited to attend the special meeting, which will be held for the following purposes:

•        The Business Combination Proposal — To consider and adopt the Merger Agreement and Plan of Reorganization, dated September 24, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among (i) Breeze, (ii) YD Bio Limited, a Cayman Islands exempted company (“Pubco”), (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 (“Company Merger Sub,” with Company Merger Sub and Breeze Merger Sub together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby (Proposal No. 1);

•        The Charter Proposal — To consider and vote upon a proposal to approve and adopt the proposed second amended and restated memorandum and articles of association of Pubco, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Proposed Charter”) (Proposal No. 2);

•        The Advisory Charter Proposals — To consider and vote upon, on a non-binding advisory basis, proposals to approve certain provisions contained in the Proposed Charter which differ from the provisions of the Existing Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements (the “Advisory Charter Proposals”) (Proposal No. 3);

•        Advisory Charter Proposal 3(a) — To provide that Pubco shall have an authorized share capital of 500,000,000 Ordinary Shares, par value US$0.0001 per share

•        Advisory Charter Proposal 3(b) — To provide that any amendment to the Proposed Charter will require the approval of the holders of at least a two-third majority of the votes cast by, or on behalf of the shareholders who (being entitled to do so) vote in person or by proxy at the general meeting of Pubco.

•        Advisory Charter Proposal 3(c) — To remove the blank check provisions from the Existing Charter.

•        Advisory Charter Proposal 3(d) — To change the classification of the Pubco Board from two classes to three classes, with each class elected for a staggered term, as well as with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board.

•        The Incentive Plan Proposal — To consider and vote upon the Pubco Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex C (Proposal No. 4); and

•        The Redemption Limitation Amendment Proposal — To consider and vote upon a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, in the form set forth in Annex G to the accompanying proxy statement/prospectus, to eliminate the limitation that Breeze, or any entity that succeeds Breeze as a public company, may not redeem Company Shares (as defined therein) in an amount that would cause the net tangible assets of Breeze, or any entity that succeeds Breeze as a public company, to be less than $5,000,001 (the “Redemption Limitation”) (Proposal No. 5).

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Breeze Common Stock at the close of business on July 11, 2025 (the “Breeze Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.”

Pursuant to the Existing Charter, Breeze will provide holders of Breeze’s public shares (“public shares”) with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in Breeze’s trust account, which holds the proceeds of the Breeze IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the trust account and not previously released to Breeze to pay its taxes). For illustrative purposes, based on funds in the trust account of approximately $2.8 million on July 11, 2025, the Record Date, the estimated per share redemption price would have been approximately $12.30. Public stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 10% of the public shares without the consent of Breeze. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of Breeze. The Breeze Initial Stockholders have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Collectively, the Breeze Initial Stockholders own 92.0% of Breeze’s issued and outstanding common stock. The Breeze Initial Stockholders have agreed to vote any shares of Breeze Common Stock owned by them in favor of each of the proposals presented at the Special Meeting. Therefore, regardless of how public stockholders vote, Breeze will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. For the avoidance of doubt, the Business Combination does not require the approval of a majority of unaffiliated security holders of Breeze.

After careful consideration, Breeze’s board of directors (the “Breeze Board”) has determined that the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, and the Redemption Limitation Amendment Proposal are fair to and in the best interests of Breeze and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Advisory Charter Proposals, “FOR” the Incentive Plan Proposal, and “FOR” the Redemption Limitation Amendment Proposal.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, and the Redemption Limitation Amendment Proposal, and each such proposal is cross-conditioned on the others (collectively, the “Condition Precedent Proposals”). The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding on Breeze, Pubco, or their respective board of directors. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, the Pubco A&R MAA will take effect upon the Closing. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All Breeze’s stockholders are cordially invited to attend the Special Meeting in virtual format. Breeze’s stockholders may attend, vote and examine the list of Breeze’s stockholders entitled to vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BRZH2025SM2 and entering the control number found on their proxy card, voting instruction form, or notice included in their proxy materials. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date, and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

PRELIMINARY — SUBJECT TO COMPLETION, DATED July 15, 2025

PROXY STATEMENT FOR SPECIAL MEETING OF
THE STOCKHOLDERS OF Breeze Holdings Acquisition CORP.
(A DELAWARE CORPORATION)
AND
PROSPECTUS FOR 65,529,824 ORDINARY SHARES OF YD BIO LIMITED,

11,500,000 WARRANTS OF YD BIO LIMITED, AND

11,500,000 ORDINARY SHARES OF YD BIO LIMITED ISSUABLE UPON EXERCISE OF WARRANTS OF YD BIO LIMITED

The board of directors of Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”, “we” or “our”), has unanimously approved (a) the merger of Breeze Merger Sub, Inc. (“Breeze Merger Sub”), a Delaware corporation and wholly-owned subsidiary of YD Bio Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Breeze (“Pubco”) with and into Breeze, with Breeze surviving (the “Breeze Merger”), (b) immediately following the Breeze Merger, the merger of BH Biopharma Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub”) with and into YD Biopharma Limited (“YD Biopharma”), a Cayman Islands exempted company, with YD Biopharma surviving (the “Company Merger” and, together with the Breeze Merger, the “Mergers”), as a result of the Mergers, Breeze and YD Biopharma will become wholly-owned subsidiaries of Pubco pursuant to the terms of the Merger Agreement and Plan of Reorganization, dated September 24, 2024 as amended on May 30, 2025, by and among Breeze, Merger Sub and YD Biopharma, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), and (c) the other transactions contemplated by the Merger Agreement and documents related thereto (collectively, the “Business Combination”). As used in this proxy statement/prospectus, “Pubco” refers to YD Bio Limited after giving effect to the Business Combination.

This prospectus covers 64,730,411 Pubco Ordinary Shares to be issued to YD Biopharma Equity Holders in connection with the Business Combination. The number of Pubco Ordinary Shares that this prospectus covers represents the maximum number of shares that may be issued to YD Biopharma Equity Holders in connection with the Business Combination.

Breeze is, and Pubco will be, an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Pubco may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Material Financing Transactions:

Since the completion of Breeze’s IPO in November 2020, Breeze has not completed any material financing transactions. However, as of the expected closing date of the Business Combination, the Sponsor will have lent to Breeze an estimated $10.6 million pursuant to interest-free loans, including for funds deposited in the Trust Account in connection with extensions of the deadline by which Breeze had to consummate its initial business combination. These loans are due to be repaid at closing.

In connection with the Business Combination, the parties intend to consummate a financing, pursuant to which YD Biopharma would issue to certain investors Pubco Ordinary Shares or securities convertible or exchangeable for Pubco Ordinary Shares (the “PIPE Financing”). It is uncertain whether the parties will succeed in securing any PIPE Financing or what the size or terms of a PIPE Financing would be. As of the date of this proxy statement/prospectus, Pubco has received commitments of $13.2 million in respect of the PIPE Financing. The purpose of the PIPE Financing is to pay transaction expenses, provide operating capital to YD Biopharma in the form of equity capital, and to enable Pubco to meet the Nasdaq Capital Market initial listing criteria. Accordingly, the principal terms and conditions of the

offering are designed to provide that such security will be classified as a component of stockholders’ equity in Pubco’s consolidated balance sheet under United States generally accepted accounting principles and under the rules and regulations of the United States Securities and Exchange Commission. The PIPE Financing’s closing date will be contemporaneous with the closing of the Transaction in an amount up to $30.0 million, with $13.2 million currently committed. The YD Biopharma Ordinary Shares will be issued at a price that will reflect a cost per share of the Pubco Ordinary Shares to be received in the business combination of $8.00.

The PIPE Financing investors include Dr. Keng-Lian Ou, Ph.D., Chairman of 3D Global Biotech Inc., Chun-Ming Chen, General Manager of Ming Fu Group, Ko-Chung Chin, Chairman of Integrity Technology, and Po-Shien Huang, Chief Executive Officer of JinShang Capital, Ltd. No placement agents or advisors were engaged to support the fundraising process and no formal marketing process was initiated. The PIPE Financing was anticipated from the time of initial negotiations of the Business Combination to be sourced from certain YD Biopharma team members or from their network of relationships. The terms of the PIPE Financing were not negotiated but rather were established by YD Biopharma at or about the time of execution of the Merger Agreement, and have remained unchanged. YD Biopharma is continuing to attempt to raise additional funds in the PIPE Financing.

Compensation to be received by the Sponsor, its affiliates and promoters in connection with the Business Combination:

The Sponsor beneficially owns 2,475,000 Breeze Founder Shares, I-Bankers beneficially owns 300,000 Breeze Founder Shares and the Initial Breeze Independent Directors beneficially own an aggregate of 100,000 Breeze Founder Shares, which shares would become worthless if Breeze does not complete a business combination within the Completion Window, as such Breeze Initial Stockholders have waived any right to redemption with respect to these shares. In connection with the closing of the Business Combination, the Sponsor’s Breeze Founder Shares will become shares of Pubco on a 1:1 basis.

The Sponsor paid an aggregate of $25,000 for the 2,875,000 Breeze Founder Shares, 100,000 of which it transferred to the Initial Breeze Independent Directors and 300,000 of which it transferred to I-Bankers for no consideration. Such shares have an aggregate market value of approximately $35.0 million based on the closing sale price of Breeze Common Stock of $12.18 on OTCQX on July 11, 2025.

The Sponsor also beneficially owns 4,325,000 Private Placement Warrants, for which it paid $4,325,000 and which will expire and be worthless if Breeze does not complete a business combination within the Completion Window. In connection with the closing of the Business Combination, the Private Placement Warrants will become warrants to purchase shares of Pubco on a 1:1 basis.

In addition, as of the expected closing date of the Business Combination, the Sponsor will have lent to Breeze an estimated $10.6 million pursuant to interest-free loans, including for funds deposited in the Trust Account in connection with extensions of the deadline by which Breeze had to consummate its initial business combination. These loans are due to be repaid at closing. None of those loans will be repaid if Breeze does not complete a business combination within the Completion Window.

This compensation will not result in a material dilution of the equity interests of non-redeeming shareholders who hold the securities until the consummation of the de-SPAC transaction. See the section entitled “The Business Combination Interests of Breeze’s Directors and Officers in the Business Combination”.

Conflicts of interest in connection with the Business Combination:

The Breeze Initial Stockholders have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other Proposals described in this proxy statement/prospectus. For instance, due to its ownership of Founders Shares that will become worthless if an initial business combination is not completed, the Sponsor will benefit from the completion of the Business Combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating. Likewise, the Sponsor and its affiliates can earn a positive rate of return on their investments, even if the Breeze Public Holders experience a negative rate of return on their investments in Breeze and Pubco. See the section entitled “The Business Combination Proposal — Interests of the Breeze Initial Stockholders in the Business Combination” for further discussion of these considerations.

TABLE OF CONTENTS

ANNEXES

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by YD Bio Limited, a Cayman Islands exempted company limited by shares (“Pubco”), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the Pubco Ordinary Shares (as defined herein) to be issued to stockholders of the Company (the “Company Shareholders”), stockholders of Breeze Holdings Acquisition Corp. (the “Breeze Stockholders”), including as a result of the conversion of Breeze Public Rights (as defined herein) to Breeze Common Stock (as defined herein), the Pubco Public Warrants (as defined herein) to be issued to holders of Breeze Public Warrants, and the Pubco Ordinary Shares underlying such warrants, if the Business Combination (as defined herein) is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which Breeze Stockholders shall be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Merger Agreement and the Transactions, among other matters.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Breeze Stockholders, nor the issuance by Pubco of its Pubco Ordinary Shares in connection with the Business Combination will create any implication to the contrary. Information contained in this proxy statement/prospectus regarding Breeze has been provided by Breeze and information contained in this proxy statement/prospectus regarding Pubco and the Company (as defined herein) has been provided by Pubco and the Company. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning YD Biopharma’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by YD Biopharma’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which YD Biopharma operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, YD Biopharma obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources that YD Biopharma did not pay for, sponsor, conduct or otherwise commission. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us, YD Biopharma or Merger Sub and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or YD Biopharma will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

FREQUENTLY USED TERMS

In this document:

“Aggregate Merger Consideration” means the aggregate Per Share Merger Consideration payable pursuant to the Merger Agreement to the participating YD Biopharma securityholders.

“Ancillary Agreements” means the Stockholder Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Lock-Up Agreement, and all other agreements, certificates and instruments executed and delivered by Breeze, Merger Sub or YD Biopharma in connection with the Transactions and specifically contemplated by the Merger Agreement.

“Breeze” means Breeze Holdings Acquisition Corp., a Delaware corporation.

“Breeze Common Stock” means the common stock of Breeze, par value $0.0001 per share.

“Breeze Founder Shares” means the 2,875,000 shares of Breeze Common Stock issued to the Sponsor for a purchase price of $25,000 (100,000 of which were transferred to the Initial Breeze Independent Directors and 300,000 of which were transferred to I-Bankers for no consideration).

“Breeze Holders” means holders of Breeze Common Stock, including, without limitation, the Breeze Initial Stockholders.

“Breeze Independent Directors” means the current and former independent directors of Breeze.

“Breeze Initial Stockholders” means the Sponsor, the Initial Breeze Independent Directors and I-Bankers.

“Breeze Proposals” means the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, and any other proposals the parties deem necessary to effectuate the Business Combination and the other Transactions.

“Breeze Public Holders” means holders of Breeze Common Stock who are not Breeze Initial Stockholders.

“Breeze Right” means a right issued by Breeze entitling the holder thereof to receive one-twentieth (1/20) of one share of Pubco Ordinary Shares upon the consummation of the Business Combination, subject to receipt of a valid certificate evidencing such Breeze Rights by the Rights Agent.

“Breeze Rights Holder” means a person that beneficially owns a Breeze Right.

“Breeze Units” means the 11,500,000 units issued in the IPO, each of which consisted of one share of Breeze Common Stock, one Breeze Right and one Public Breeze Warrant.

“Breeze Warrants” means the Public Breeze Warrants together with the Private Placement Warrants.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“Capitalization Assumptions” means, with respect to a given calculation of the ownership of Pubco Ordinary Shares immediately following the Closing, the following assumptions: (a) 66,380,411 Pubco Ordinary Shares will be issued at the Closing to YD Biopharma Equity Holders including 1,650,000 Pubco Ordinary Shares issued for the $13.2 million of committed PIPE Financing; (b) the Breeze Public Holders own 224,413 shares of Breeze Common Stock and no Breeze Public Holder elects to exercise redemption rights with respect to its shares of Breeze Common Stock; (c) the Breeze Initial Stockholders own an aggregate of 3,087,500 shares of Breeze Common Stock and none of these shares are forfeited pursuant to the Sponsor Support Agreement; (d) Northland owns 37,500 shares of Breeze Common Stock; (e) Anthony F. Vaccaro (the “Consultant”) owns 15,000 shares of Breeze Common Stock; (f) 575,000 Pubco Ordinary Shares will be issued at the Closing to the Breeze Rights Holders subject to receipt of a valid certificate evidencing such Breeze Rights by the Rights Agent; and (g) 70,319,824 Pubco Ordinary Shares are outstanding immediately following the Closing. None of the forgoing assumptions takes into account: (i) any Pubco Ordinary Shares issuable at $11.50 per share upon the exercise of 11,500,000 Public Breeze Warrants or 5,425,000 Private Placement Warrants; or (ii) any Pubco Ordinary Shares issuable with respect to any grants that may be issued pursuant to the Pubco Incentive Plan.

“Certificate of Merger” means the certificate of merger effecting the Merger pursuant to the Companies Act.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Completion Window” means the deadline for Breeze to consummate an initial business combination as set forth in the Existing Charter (as amended from time to time).

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the date and time of the filing of the Certificate of Merger with the Cayman Registrar.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means an amount equal to (a) $647,304,110 divided by (b) the number of fully-diluted YD Biopharma Ordinary Shares outstanding as of the Closing, further divided by (c) an assumed value of Pubco Ordinary Shares of $10.00 per share.

“FDA” means the U.S. Food and Drug Administration.

“I-Bankers” means I-Bankers Securities, Inc.

“Incentive Sponsor Shares” means the aggregate shares of Breeze Common Stock held by the Sponsor.

“Initial Breeze Independent Directors” means the independent directors of Breeze (current and former) who hold Breeze Founder Shares.

“IPO” means Breeze’s initial public offering of Breeze Units, consummated on November 25, 2020.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Legacy Breeze Transaction Expenses” means the expenses of Breeze incurred in connection with a prior proposed business combination other than the Business Combination.

“Lock-Up Agreement” means the Lock-Up Agreement, dated September 24, 2024, among Breeze, the Breeze Initial Stockholders, YD Biopharma and certain YD Biopharma Equity Holders.

“Merger” means the merger of Merger Sub with and into YD Biopharma, with YD Biopharma surviving as a wholly-owned subsidiary of Breeze.

“Merger Sub” means BH Biopharma Merger Sub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Breeze.

“Merger Agreement” means the Merger Agreement and Plan of Reorganization, dated September 24, 2024, by and among Breeze, Merger Sub and YD Biopharma, as amended by Amendment No. 1 to Merger Agreement and Plan of Reorganization, dated as of May 30, 2025, and as may be further amended from time to time.

“Nasdaq” means the Nasdaq Capital Market.

“Northland” means Northland Capital Markets.

“OTCQB” means the OTCQB tier of the OTC Markets Group Inc.

“OTCQX” means the OTCQX tier of the OTC Markets Group Inc.

“Outstanding Breeze Transaction Expenses” means, other than Legacy Breeze Transaction Expenses (i) the fees and expenses of outside counsel to Breeze in connection with the Transactions; (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by or on behalf of Breeze or Merger Sub in connection with the Transactions or otherwise in connection with Breeze’s operations or efforts to extend the time period for Breeze to consummate a Business Combination; (iii) any amounts due to the underwriters

of Breeze’s IPO; (iv) any loans owed by Breeze for amounts borrowed from its directors, officers or stockholders (including the Sponsor), (v) any costs or fees relating to the preparation, filing and mailing of the Extension Proxy Statement or the seeking of the Breeze Extension Approval (including the value of any additional securities or economic inducements offered to stockholders of Breeze in connection therewith), (vi) any costs or fees incurred by Breeze in connection with entering into agreements with any Redeeming Stockholders to incentivize them to either unwind or facilitate the unwinding of their respective exercise of applicable redemption rights, and (vii) all other costs and expenses incurred or payable and unpaid by Breeze in connection with Breeze’s operations through the Effective Time.

“Outstanding YD Biopharma Transaction Expenses” means (i) the fees and disbursements of outside counsel to YD Biopharma incurred in connection with the Transactions and (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by YD Biopharma in connection with the Transactions.

“PCAOB” means the U.S. Public Company Accounting Oversight Board.

“Per Share Merger Consideration” means the number of Pubco Ordinary Shares resulting from the product of (x) each share of YD Biopharma Ordinary Shares that is issued and outstanding immediately prior to the Effective Time (excluding any cancelled or dissenting YD Biopharma Ordinary Shares) multiplied by (y) the Exchange Ratio (rounded to the nearest whole number).

“Permitted Financings” means the consummation of one or more private placement transactions by YD Biopharma of any equity securities or debt securities (or securities convertible into or exercisable for equity securities) of YD Biopharma prior to the Effective Time which raise no more than $100,000,000 in the aggregate.

“Permitted Financing Securities” means any equity securities or debt securities of YD Biopharma (or any securities convertible into or exercisable for equity securities of YD Biopharma) issued in any Permitted Financings, including any YD Biopharma Preferred Stock, notes that are convertible into shares of YD Biopharma Capital Stock and warrants exercisable for shares of YD Biopharma Capital Stock.

“Prospectus” means this proxy statement/prospectus.

“Pubco” or “Combined Company” means YD Bio Limited.

“Pubco A&R MAA” or “Proposed Charter” means the second amended and restated memorandum and articles of association of Pubco, substantially in the form attached to this proxy statement/prospectus as Annex B, to be adopted immediately prior to the Breeze Merger Effective Time.

“Pubco Board” means the board of directors of Pubco.

“Pubco Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Pubco.

“Public Breeze Warrants” means the Breeze Warrants originally included as part of the Breeze Units and redeemable following the Closing.

“Registration Rights Agreement” means the Third Amended and Restated Registration Rights Agreement, dated June 23, 2025, among Breeze, the Breeze Initial Stockholders, certain YD Biopharma Equity Holders and Pubco.

“Rights Agreement” means the existing Rights Agreement, dated November 23, 2020, between Continental Stock Transfer & Trust Company, as rights agent (“Rights Agent”), and Breeze, pursuant to which the Breeze Rights were issued.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Breeze Sponsor, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated September 24, 2024, among Breeze, YD Biopharma and the Breeze Initial Stockholders.

“Stockholder Support Agreement” means the Stockholder Support Agreement, dated September 24, 2024, among YD Biopharma, Breeze and certain YD Biopharma Equity Holders.

“Subsequent Transaction” means any transaction or series of transactions occurring after the Closing (a) following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons (other than Pubco, YD Biopharma or any of their respective subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of Pubco or the right to elect a majority of the Pubco board of directors or similar governing body of Pubco, (b) constituting a sale, merger, business combination, consolidation, liquidation, exchange offer or other similar transaction, however effected, following which the voting securities of Pubco immediately prior to such transaction do not continue to represent or are not converted into at least (50%) of the combined voting power of the then outstanding voting securities of the person resulting from such transaction or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) constituting a sale, lease, license or other disposition of fifty percent (50%) or more of the assets of Pubco and its subsidiaries taken as a whole.

“Surviving Corporation” means YD Biopharma Limited, a Cayman Islands exempted company, as of the Effective Time.

“Transactions” means the transactions contemplated by the Merger Agreement and the Ancillary Agreements.

“Trust Account” means the trust account established pursuant to Breeze’s IPO, with Continental Stock Transfer & Trust Company acting as trustee, in which the proceeds from the IPO and related private placements were placed.

“YD Biopharma” means YD Biopharma Limited, a Cayman Islands exempted company.

“YD Biopharma Convertible Securities” means, collectively, all options, warrants or rights to subscribe for or purchase any ordinary shares of YD Biopharma or securities convertible into or exchangeable for, or otherwise confer on the holder of any right to acquire any ordinary shares of YD Biopharma.

“YD Biopharma Equity Holders” means holders of YD Biopharma Ordinary Shares and YD Biopharma Convertible Securities.

“YD Biopharma Equity Value” means $647,304,110.

“YD Biopharma Participating Securityholders” means, as of immediately prior to the Closing, each holder of the following YD Biopharma Ordinary Shares.

“YD Biopharma Securities” means the YD Biopharma Ordinary Shares and the YD Biopharma Convertible Securities.

“U.S. GAAP” means United States generally accepted accounting principles.

“VWAP” means, for any trading day, the volume weighted average price of a security on its principal trading market for such day.

“Warrant Agreement” means the existing Warrant Agreement, dated November 23, 2020, between Continental Stock Transfer & Trust Company, as warrant agent, and Breeze, pursuant to which the Breeze Warrants were issued.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        our ability to consummate the Business Combination;

•        changes to the terms of or waivers of closing conditions in the Merger Agreement;

•        the benefits of the Business Combination;

•        Pubco’s financial performance following the Business Combination;

•        the ability to obtain the listing of our securities on Nasdaq following the Business Combination;

•        changes in YD Biopharma’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        YD Biopharma’s strategic advantages and the impact those advantages will have on future financial and operational results;

•        expansion plans and opportunities;

•        YD Biopharma’s ability to grow its business in a cost-effective manner;

•        the implementation, market acceptance and success of YD Biopharma’s business model;

•        developments and projections relating to YD Biopharma’s competitors and industry;

•        YD Biopharma’s approach and goals with respect to technology;

•        YD Biopharma’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        the impact of COVID-19 or other pandemics on YD Biopharma’s business;

•        changes in applicable laws or regulations; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your shares of Breeze Common Stock on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Breeze, Merger Sub or YD Biopharma following the date of this proxy statement/prospectus;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Breeze Holders or to satisfy other conditions to the Closing in the Merger Agreement;

•        the inability to obtain or maintain the listing of the Pubco Ordinary Shares on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations of YD Biopharma as a result of the announcement and consummation of the transactions described herein;

•        our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of YD Biopharma to grow and manage growth profitably following the Business Combination;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        the effects of COVID-19 or other pandemics on YD Biopharma’s business;

•        the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities;

•        the risk that the post-combination company may never achieve or sustain profitability;

•        the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•        the risk that the post-combination company experiences difficulties in managing its growth and expanding operations;

•        the risk that YD Biopharma is unable to secure or protect its intellectual property;

•        the risk that YD Biopharma is unable to secure or will experience delays in securing regulatory approval or clearance for its products; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Breeze Holders. Stockholders are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and answers about the Business Combination

Q:     What is the Business Combination?

A:     Breeze, Breeze Merger Sub, a wholly-owned subsidiary of Breeze, Company Merger Sub, a wholly-owned subsidiary of Pubco, and YD Biopharma have entered into the Merger Agreement, pursuant to which Breeze Merger Sub will merge with and into Breeze, with Breeze surviving, and immediately following the consummation of the Breeze Merger, but on the same day, Company Merger Sub will merge with and into YD Biopharma, with YD Biopharma surviving. As a result of the Mergers, Breeze and YD Biopharma will become wholly-owned subsidiaries of Pubco.

Breeze will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to carefully read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

For a discussion of the material U.S. federal income tax considerations of the Business Combination see the section entitled “U.S. Federal Income Tax Consequences”.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Breeze is sending this proxy statement/prospectus to the Breeze Holders to help them decide how to vote their shares of Breeze Common Stock with respect to the matters to be considered at the Special Meeting.

Breeze and YD Biopharma have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and Breeze encourages its stockholders to read it in its entirety. The Breeze Holders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and approve the Transactions, which, among other things, include provisions for Breeze Merger Sub to be merged with and into Breeze, with Breeze surviving, and immediately following the consummation of the Breeze Merger but on the same day, Company Merger Sub will merge with and into YD Biopharma, with YD Biopharma surviving. As a result of the Mergers, Breeze and YD Biopharma will become wholly-owned subsidiaries of Pubco. See the section entitled “Proposal No. 1 — The Business Combination Proposal.”

The Business Combination cannot be completed unless the Breeze Holders approve (a) a proposal to approve the Business Combination described in this proxy statement/prospectus, which is referred to herein as the “Business Combination Proposal,” and (b) a proposal to approve and adopt the Proposed Charter, a copy of which is attached hereto as Annex B, which is referred to herein as the “Charter Proposal.”

The Breeze Holders are also being asked to vote on (a) separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Charter and the Existing Charter, which we refer to as the “Advisory Charter Proposals,” and (b) a proposal to approve and adopt the Pubco Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex C, which is referred to herein as the “Incentive Plan Proposal,” and (c) a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, in the form set forth in Annex G to the accompanying proxy statement/prospectus, to eliminate the limitation that Breeze, or any entity that succeeds Breeze as a public company, may not redeem Company Shares (as defined therein) in an amount that would cause the net tangible assets of Breeze, or any entity that succeeds Breeze as a public company, to be less than $5,000,001, which is referred to herein as the “Redemption Limitation Amendment Proposal”. Information about the Special Meeting, the Business Combination and the other business to be considered by Breeze Holders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Breeze and a prospectus of Breeze. It is a proxy statement because the Breeze Board is soliciting proxies using this proxy statement/prospectus from the Breeze Holders. It is a prospectus because Breeze, in connection with the Business Combination, is offering Pubco Ordinary Shares in exchange for the outstanding YD Biopharma Ordinary Shares. See the section entitled “The Merger Agreement — Consideration to be Received in the Business Combination”.

Q:     What will YD Biopharma receive in the Business Combination?

A:     If the Business Combination is completed, each issued and outstanding share of YD Biopharma Ordinary Shares shall be cancelled and converted into a number of Pubco Ordinary Shares equal to the Exchange Ratio. Based on the number of YD Biopharma Ordinary Shares that will be outstanding as of the Closing, the total number of Pubco Ordinary Shares expected to be issued in connection with the Business Combination is approximately 66,380,411, including those shares issuable to the holders of any Permitted Financing Securities.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for August 14, 2025; however, such meeting could be adjourned, as described herein. Neither Breeze nor YD Biopharma can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. Breeze must first obtain the approval of the Breeze Holders for certain of the proposals set forth in this proxy statement/prospectus for their approval and satisfy other closing conditions.

Q:     What happens if the Business Combination is not completed?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement — Termination Rights” for information regarding the parties’ specific termination rights. In addition, the Business Combination will not be consummated if the Required Proposals are not approved or the other conditions to closing are not satisfied or waived.

In order to provide more time to consummate the Business Combination, on September 13, 2022, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from September 26, 2022 to March 26, 2023. On March 22, 2023, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from March 26, 2023 to September 26, 2023. On September 22, 2023, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from September 26, 2023 to June 26, 2024. On June 21, 2024, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from June 26, 2024 to December 26, 2024. On December 23, 2024, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from December 26, 2024 to June 26, 2025. On June 26, 2025, the Breeze Holders approved an amendment to the Existing Charter to extend the deadline for Breeze to complete its initial business combination from June 26, 2025 to September 26, 2025. At the time of the stockholder vote on June 26, 2025, 1.4% of Breeze’s total outstanding shares voted to redeem their shares. If, as a result of the termination of the Merger Agreement or otherwise, Breeze is unable to complete a business combination by September 26, 2025, or amend the Existing Charter to further extend the date by which Breeze must consummate an initial business combination, the Existing Charter provides that Breeze will: (i) cease all operations except for the purpose of winding up; (ii) redeem the public shares of Breeze Common Stock at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding public shares of Breeze Common Stock, which redemption will completely extinguish Breeze Holders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Breeze’s remaining stockholders and the Breeze Board, dissolve and liquidate, subject in each case to Breeze’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Related to Breeze and the Business Combination.” The Breeze Initial Stockholders have waived any right to any liquidation distribution with respect to their shares of Breeze Common Stock.

In the event of liquidation, there will be no distribution with respect to outstanding Breeze Warrants or Breeze Rights. Accordingly, the Breeze Warrants and the Breeze Rights will expire worthless.

Q:     What is the PIPE Financing.

A:     In connection with the Business Combination, the parties intend to consummate a financing, pursuant to which YD Biopharma would issue to certain investors Pubco Ordinary Shares or securities convertible or exchangeable for Pubco Ordinary Shares (the “PIPE Financing”). It is uncertain whether the parties will succeed in securing any PIPE Financing or what the size or terms of a PIPE Financing would be. As of the date of this proxy statement/prospectus, Pubco has received commitments of $13.2 million in respect of the PIPE Financing. The purpose of the PIPE Financing is to pay transaction expenses, provide operating capital to YD Biopharma in the form of equity capital and to enable Pubco to meet the Nasdaq Capital Market initial listing criteria. Accordingly, the principal terms and conditions of the offering are designed to provide that such security will be classified as a component of stockholders’ equity in Pubco’s consolidated balance sheet under U.S. GAAP and under the rules and regulations of the United States Securities and Exchange Commission. The PIPE Financing’s closing date will be contemporaneous with the closing of the Transaction in an amount up to $30.0 million, with $13.2 million currently committed. The YD Biopharma Ordinary Shares will be issued at a price that will reflect a cost per share of the Pubco Ordinary Shares to be received in the business combination of $8.00. The terms of the PIPE Financing were not negotiated but rather were established by YD Biopharma at or about the time of execution of the Merger Agreement and have remained unchanged. YD Biopharma is continuing to attempt to raise additional funds in the PIPE Financing.

The PIPE Financing investors include Dr. Keng-Lian Ou, Ph.D., Chairman of 3D Global Biotech Inc., Chun-Ming Chen, General Manager of Ming Fu Group, Ko-Chung Chin, Chairman of Integrity Technology, and Po-Shien Huang, Chief Executive Officer of JinShang Capital, Ltd. No placement agents or advisors were engaged to support the fundraising process and no formal marketing process was initiated. The PIPE Financing was anticipated from the time of initial negotiations of the Business Combination to be sourced from certain YD Biopharma team members or from their network of relationships.

If the parties do not consummate the PIPE Financing, then Breeze would have to waive the applicable closing condition in the Merger Agreement in order for the Business Combination to be consummated. If Breeze were to elect to waive this condition and consummate the Business Combination without the PIPE Financing, Pubco would have only a limited amount of cash with which to operate its business after the Closing, which could prevent it from achieving its expected growth and cash flow, harm its business and financial position, and leave it with insufficient funds to pay the fees and expenses due at the Closing. For more information, please see the section entitled “Risk Factors — Risk Related to the Business Combination and Pubco — If the parties do not consummate the PIPE Financing prior to Closing, Pubco may have only a limited amount of cash with which to operate its business after the Closing.”

Q:     What equity stake will current Breeze Holders and current YD Biopharma Equity Holders hold in Pubco immediately after the consummation of the Business Combination?

A:     Immediately after the Closing, based on the Capitalization Assumptions, (i) YD Biopharma Equity Holders (including the PIPE Investors) will own, collectively, approximately 94.3% of the outstanding Pubco Ordinary Shares; (ii) Breeze Public Holders and Breeze Rights Holders will retain an aggregate ownership interest of approximately 1.2% of the outstanding Pubco Ordinary Shares; and (iii) the Sponsor and the Breeze Independent Directors will own approximately 3.4% and 0.2%, respectively, of the outstanding Pubco Ordinary Shares. These indicative levels of ownership interest would amount to approximately 94.7%, 0.8%, 3.3% and 0.2%, respectively, assuming the maximum redemption scenario, where 224,413 shares of Breeze Common Stock are redeemed.

The following table illustrates the number and percentage ownership of Pubco Ordinary Shares immediately after the Closing based on the Capitalization Assumptions:

Q:     How will the level of redemptions by Breeze’s stockholders affect the ownership of non-redeeming Breeze’s stockholders in Pubco upon the closing of the Business Combination?

A:     Each share of Breeze Common Stock outstanding prior to the Business Combination will remain outstanding immediately prior to the Business Combination, following any redemption rights exercised by Breeze Public Holders, will convert into the right to receive one Pubco Ordinary Share. Accordingly, the total number of Pubco Ordinary Shares to be outstanding at the Closing (and the relative ownership levels of non-redeeming Breeze Public Holders) will be affected by: (i) the number of shares of Breeze Common Stock that are redeemed in connection with the Business Combination, (ii) the issuance of Pubco Ordinary Shares in connection with the Business Combination, and (iii) any shares to be issued in connection with a Permitted Financing.

Furthermore, to the extent that any Breeze Public Holders redeem their shares of Breeze Common Stock in connection with the Business Combination, each Public Breeze Warrant will convert into the right to receive one Pubco Warrant, notwithstanding the redemption of their Breeze Common Stock. Based on the trading price of the Public Breeze Warrants of $0.32 per Public Breeze Warrant as of July 11, 2025, the Breeze Record Date, the Public Breeze Warrants owned by the Breeze Public Holders were worth approximately $3.7 million in the aggregate, and the Private Placement Warrants owned by the Breeze Initial Stockholders were worth approximately $1.7 million as of such date.

The table below shows the relative ownership levels of holders of Pubco Ordinary Shares immediately after the Closing under varying redemption scenarios and based on the Capitalization Assumptions (except with respect to such redemption scenarios).

____________

(1)      Assumes that 224,413 shares of Breeze Common Stock are redeemed for an aggregate payment of approximately $2.8 million (based on the estimated per share redemption price of approximately $12.30 per share) from the Trust Account. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What interests do the Breeze Initial Stockholders have in the Business Combination?

A:     The Breeze Initial Stockholders may have interests in the Business Combination that are different from, or in addition to, the interest of the Breeze Holders generally. These interests include the continued service of certain directors of Breeze as directors of Pubco and the indemnification of former Breeze directors and officers by Pubco.

In addition, the Breeze Initial Stockholders have financial interests in the Business Combination that are different from, or in addition to, the interests of the Breeze Holders, other than the Breeze Initial Stockholders. With respect to Breeze’s executive officers and directors, these interests include, among other things:

1.      The Existing Charter provides that if a definitive agreement to consummate a Business Combination has been executed but no Business Combination is consummated by September 26, 2025 (or such later date as may be approved by the Breeze Holders), Breeze is required to begin the dissolution process provided for in the Existing Charter. In the event of a dissolution,

a.      the 2,875,000 Breeze Founder Shares that were purchased by the Sponsor (100,000 of which were transferred to the Initial Breeze Independent Directors and 300,000 of which were transferred to I-Bankers following Breeze’s IPO) for a purchase price of $25,000 would become worthless, as the holders thereof have waived any redemption rights and rights to receive liquidation distributions with respect to these shares. Such shares had an aggregate market value of approximately $35.0 million, based upon the closing sale price of $12.18 of the Breeze Common Stock on OTCQX on July 11, 2025; and

b.      the Private Placement Warrants purchased by the Sponsor and I-Bankers prior to Breeze’s IPO for a purchase price of approximately $1.00 per warrant would become worthless. Such Private Placement Warrants had an aggregate market value of approximately $1.7 million, based upon the closing sale price of $0.32 of the Public Breeze Warrants on OTCQB on July 11, 2025.

2.      The parties to the Merger Agreement have agreed that J. Douglas Ramsey, Ph.D. and Albert McLelland will be directors of Pubco after the closing of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that Pubco’s board of directors determines to pay to its non-executive directors.

The members of the Breeze Board were aware of and considered the interests summarized above, among other matters, in evaluating and negotiating the Merger Agreement and the Business Combination and in recommending to the Breeze Holders, that the Merger Agreement be approved and adopted. These interests are described in more detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Breeze Initial Stockholders in the Business Combination”. You should be aware of these interests when you consider the Breeze Board’s recommendation that you vote in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held at 10:00 a.m. Eastern Time, on August 14, 2025, in virtual format. The Breeze Holders may attend, vote and examine the list of the Breeze Holders entitled to vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BRZH2025SM2 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

Q:     How do I attend a Virtual Meeting?

A:     As a registered stockholder, you received a proxy card from Broadridge. The form contains instructions on how to attend the virtual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact D.F. King at the phone number: (888) 625-2588 or e-mail: BRZH@dfking.com for assistance.

Beneficial investors, who own their investments through a bank or broker, will need to contact their bank or broker to receive a control number. If you plan to vote at the meeting, please use the control number provided by your bank or broker to access the meeting and vote. Either way you may contact D.F. King for specific instructions on how to receive the control number. They can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

Q:     What am I being asked to vote on and why is this approval necessary?

A:     The Breeze Holders are being asked to vote on the following:

1.      a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) approving and adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

2.      a proposal to approve and adopt the Proposed Charter, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

3.      separate proposals to approve, on a non-binding advisory basis, certain material differences between the Proposed Charter and the Existing Charter. Please see the section entitled “Proposal No. 3 — The Advisory Charter Proposals”;

4.      a proposal to approve the Pubco Incentive Plan for the purpose of providing a means through which to enhance the ability to attract, retain, and motivate persons who make (or are expected to make) important contributions to Pubco by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”; and

5.a proposal to amend Breeze’s Amended and Restated Certificate of Incorporation, as amended to date, in the form set forth in Annex G to the accompanying proxy statement/prospectus to eliminate the limitation that Breeze, or any entity that succeeds Breeze as a public company, may not redeem Company Shares (as defined therein) in an amount that would cause the net tangible assets of Breeze, or any entity that succeeds Breeze as a public company, to be less than $5,000,001 (the “Redemption Limitation”). Please see the section entitled “Proposal No. 5 — The Redemption Limitation Amendment Proposal.”

Breeze will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditional on approval of the Required Proposals, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals will not be presented to the Breeze Holders for a vote.

The vote of the Breeze Holders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q      I am a Breeze Rights holder. Why am I receiving this proxy statement/prospectus?

A:     This proxy statement/prospectus includes important information about YD Biopharma and the business of Pubco following consummation of the Business Combination. As holders of Breeze Rights will be entitled to receive Pubco Ordinary Shares upon consummation of the Business Combination on the terms set forth below, Breeze urges you to read the information contained in this proxy statement/prospectus carefully.

Subject to the terms set forth below, each holder of a Breeze Right will receive one-twentieth (1/20) of one share of Pubco Ordinary Shares upon consummation of the Business Combination, even if the holder of such Breeze Right redeemed all Breeze Common Stock held by him, her or it in connection with the Business Combination. No additional consideration will be required to be paid by a holder of Breeze Rights in order to receive his, her or its additional Pubco Ordinary Shares upon consummation of the Business Combination. The shares issuable upon exchange of the Breeze Rights will be freely tradable (except to the extent held by affiliates of Pubco).

Promptly upon the consummation of the Business Combination, we will direct registered holders of the Breeze Rights to return their Breeze Rights to our Rights Agent. Upon receipt of the Breeze Rights, the Rights Agent will issue to the registered holder of such Breeze Right(s) the number of full Pubco Ordinary Shares to which he, she or it is entitled.

We will not issue any fractional shares upon conversions of the Breeze Rights, and no cash will be payable in lieu thereof. As a result, a holder must have 20 Breeze Rights to receive one share of Pubco Ordinary Shares at the closing of the Business Combination. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its Breeze Rights, we will round down any entitlement to receive Pubco Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement). Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Breeze Rights.

Q:     I am a Breeze Warrant holder. Why am I receiving this proxy statement/prospectus?

A:     Upon consummation of the Business Combination, the Breeze Warrants shall, by their terms, entitle the holders to purchase Pubco Ordinary Shares at a purchase price of $11.50 per share beginning 30 days after the consummation of the Business Combination. This proxy statement/prospectus includes important information about YD Biopharma and the business of Pubco following consummation of the Business Combination. As holders of Breeze Warrants will be entitled to purchase Pubco Ordinary Shares upon consummation of the Business Combination, Breeze urges you to read the information contained in this proxy statement/prospectus carefully.

Q:     What will happen to Breeze’s securities upon consummation of the Business Combination?

A:     Breeze Common Stock, Breeze Rights and Breeze Warrants are currently traded on OTCQX under the symbol “BRZH,” and on OTCQB under the symbols “BRZHR” and “BRZHW,” respectively. Upon consummation of the Business Combination, Pubco will have one class of ordinary shares, which will be listed on Nasdaq under the symbol “YDES”, and its warrants will be listed on Nasdaq under the symbol “YDESW.” Breeze Warrant holders and those Breeze Holders who do not elect to have their shares of Breeze Common Stock redeemed for a pro rata share of the trust account need not submit their Breeze Common Stock or Breeze Warrant certificates, and such shares of Breeze Common Stock and Breeze Warrants will remain outstanding.

Q:     Why is Breeze proposing the Business Combination?

A:     Breeze was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On November 25, 2020, Breeze completed its initial public offering of units, with each unit consisting of one public share, one right and one public warrant, each whole public warrant to purchase one share of Breeze Common Stock at a price of $11.50, raising total gross proceeds of $115,000,000, reflecting the exercise in full of the underwriters’ over-allotment option. Since Breeze’s IPO, Breeze’s activity has been limited to the evaluation of business combination candidates.

YD Biopharma is biopharmaceutical company focusing on blood-based-cancer detection, the development of stem cell- and exosome-based therapeutics with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need.

Based on its investigations of YD Biopharma and the industry in which it operates, including the financial and other information provided by YD Biopharma in the course of their negotiations in connection with the Merger Agreement, Breeze believes that the Business Combination with YD Biopharma is advisable and in the best interests of Breeze and its stockholders. See the section entitled “The Business Combination — Breeze’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q:     Why is the Company proposing the Redemption Limitation Amendment Proposal?

A:     The purpose of the Redemption Limitation Amendment Proposal is to eliminate from Breeze’s Amended and Restated Certificate of Incorporation the Redemption Limitation to allow the Company to redeem Company Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Breeze and its stockholders for Breeze to eliminate the Redemption Limitation and be allowed to effect redemptions without any such limitation.

Breeze believes that the Redemption Limitation which may prevent it from completing an initial business combination is not needed. The purpose of the Redemption Limitation was initially to ensure that the public shares not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the event that such public shares failed to be listed on an approved national securities exchange. Breeze now intends to rely on a different exclusion set forth in the Exchange Act as a result of

Pubco’s securities being listed on Nasdaq. Because the public shares would not be deemed to be a “penny stock” as such securities are listed on a national securities exchange, Breeze is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Business Combination. If the Redemption Limitation Amendment Proposal is not approved or not implemented and there are significant requests for redemption such that Breeze’s net tangible assets would be less than $5,000,001 upon the consummation of an initial business combination, the Amended and Restated Certificate of Incorporation would prevent the Company from being able to consummate an initial business combination even if all other conditions to closing are met. See the section entitled “Proposal No. 5 — The Redemption Limitation Amendment Proposal” for additional information.

Q:     Did the Breeze Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     The Breeze Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with YD Biopharma. The officers and directors of Breeze have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and sector expertise of advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination. The officers and directors of Breeze have worked at both public and private companies where they were responsible for various aspects of mergers, acquisitions, divestitures and financings. The transactions worked on by the officers and directors of Breeze included individual acquisitions exceeding $1.0 billion and bank financings as high as $2.5 billion. These activities all required valuation work to be completed, most of which was handled internally and under the supervision of the officers and directors of Breeze in their prior roles. In limited situations, particularly regarding go-private transactions, special committees of the board of directors hired investment banks to conduct fairness opinions. Otherwise, because of the academic and work experience of the officers and directors of Breeze, internal valuation work was utilized during negotiations of asset and stock acquisitions and divestures, and related financings at their prior companies. Various valuation techniques that were frequently used including discounted cash flow analysis, use of public company EBITDA and cash flow multiples, and cost methods. In utilizing these valuation methods, specific inputs may impact the value of an asset or company including liquidity, competition, new customer acquisition costs, research and development costs, patent filing and enforcement costs, capital expenditures for physical assets, staffing requirements, multi-country considerations when applicable, income taxes, the IT and cyber security environment, and back-office requirements. The state of existing internal controls and public company readiness also factor into expected operating costs. All of these factors were considered to some degree when negotiating the agreed upon equity value of YD Biopharma. Accordingly, investors will be relying solely on the judgment of the Breeze Board and Breeze’s advisors in valuing YD Biopharma’s business.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to demand that Breeze redeem such shares for a pro rata portion of the cash held in Breeze’s trust account. Breeze sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 10% of the public shares without the consent of Breeze. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of Breeze. The Merger Agreement does not require that Breeze, YD Biopharma or Pubco have a minimum amount of cash on hand in order to close, however Pubco will be required to meet certain Nasdaq requirements in connection with the Closing and its listing on Nasdaq, which may include having a certain amount of working capital or stockholders’ equity at the time of Closing.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your public shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by Breeze Holders who will redeem their public shares and no longer remain Breeze Holders and the Business Combination may be consummated even though the funds available from Breeze’s trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. The Merger Agreement does not

require that Breeze, YD Biopharma or Pubco have a minimum amount of cash on hand in order to close, however Pubco will be required to meet certain Nasdaq requirements in connection with the Closing and its listing on Nasdaq, which may include having a certain amount of working capital or stockholders’ equity at the time of Closing. With fewer public shares and public stockholders, the trading market for Pubco Ordinary Shares may be less liquid than the market for public shares prior to the Business Combination and Breeze may not be able to meet the listing standards of a national securities exchange.

Q:     How do I exercise my redemption rights?

A:     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Breeze redeem your shares for cash no later than the second (2nd) business day preceding the vote on the Business Combination Proposal at the Special Meeting by delivering your stock to Breeze’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $12.30 per share as of July 11, 2025, the Breeze Record Date). Such amount, including interest earned on the funds held in the trust account and not previously released to Breeze to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Breeze’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to Breeze’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that Breeze’s transfer agent return the shares (physically or electronically). You may make such request by contacting Breeze’s transfer agent at the address listed at the end of this section.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described to Breeze’s transfer agent as described herein, then, if the Business Combination is consummated, Breeze will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Breeze Common Stock for cash and you will cease to have any rights as a Breeze Stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 10% of the public shares without the consent of Breeze. Accordingly, all public shares in excess of 10% held by a public stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of Breeze.

For a discussion of the material U.S. federal income tax considerations for holders of public shares with respect to the exercise of these redemption rights, see the section entitled “U.S. Federal Income Tax Consequences — Tax Consequences to Holders Electing to Exercise Redemption Rights”.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any public warrants that you may hold.

Q:     Is there a limit on the total number of shares that may be redeemed?

A:     Yes. Unless the Redemption Limitation Amendment Proposal is approved, Breeze’s Amended and Restated Certificate of Incorporation provides that we may not redeem our public shares in an amount that would result in Breeze’s failure to have net tangible assets in excess of $5,000,000. In the event the Redemption Limitation Amendment Proposal is approved, we may redeem up to 224,413 shares of Breeze Common Stock in the maximum redemption scenario. Other than this limitation, our Amended and Restated Certificate of Incorporation does not

provide a specified maximum redemption threshold. In the event the aggregate cash consideration that we would be required to pay for all Company Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all shares of Breeze Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. Neither the Breeze Holders nor the Breeze Warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “Special Meeting of Breeze’s Stockholders — Appraisal or Dissenters’ Rights.”

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:      A total of $116,725,000 in net proceeds of Breeze’s IPO and the amount raised from the private sale of warrants simultaneously with the consummation of Breeze’s IPO was placed in the trust account following Breeze’s IPO. In connection with the extension of Breeze’s completion window (the “Completion Window”) to September 26, 2022, 6,732,987 shares of Breeze Common Stock were redeemed, with 7,907,013 shares of Breeze Common Stock remaining outstanding after redemption. In connection with the extension of Breeze’s Completion Window to March 26, 2023, 3,076,817 shares of Breeze Common Stock were redeemed, with 4,830,196 shares of Breeze Common Stock remaining outstanding after the redemption; 1,690,196 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. In connection with the extension of Breeze’s Completion Window to September 26, 2023, 509,712 shares of Breeze Common Stock were redeemed, with 4,320,484 shares of Breeze Common Stock remaining outstanding after the redemption; 1,180,484 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. In connection with the extension of Breeze’s Completion Window to June 26, 2024, 21,208 shares of Breeze Common Stock were redeemed, with 4,299,276 shares of Breeze Common Stock remaining outstanding after the redemption; 1,159,276 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. In connection with the extension of Breeze’s Completion Window to December 26, 2024, 265,564 shares of Breeze Common Stock were redeemed, with 4,033,712 shares of Breeze Common Stock remaining outstanding after the redemption; 893,712 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. In connection with the extension of Breeze’s Completion Window to June 26, 2025, 621,609 shares of Breeze Common Stock were redeemed, with 3,412,103 shares of Breeze Common Stock remaining outstanding after the redemption; 272,103 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. In connection with the extension of Breeze’s Completion Window to September 26, 2025, 47,690 shares of Breeze Common Stock were redeemed, with 3,364,413 shares of Breeze Common Stock remaining outstanding after the redemption; 224,413 of the shares of Breeze Common Stock remaining outstanding after the redemption are owned by our public stockholders. As of the Breeze Record Date, approximately $2.8 million in funds remain in the trust account.

After consummation of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate deferred underwriting fees of $3,162,500, $650,000 of which will be paid in cash) and for YD Bio’s working capital and general corporate purposes.

Q:     What happens if the Business Combination is not consummated?

A:     If Breeze does not complete the Business Combination with YD Biopharma for whatever reason, Breeze would search for another target business with which to complete a business combination. If Breeze does not complete the Business Combination with YD Biopharma or another target business within the Completion Window, Breeze must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account including interest earned on the funds held in the trust account and not previously released to the Breeze to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding public shares. The Breeze Initial Stockholders have no redemption rights with respect to their Breeze

Founder Shares in the event a business combination is not effected in the Completion Window, and, accordingly, their Breeze Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding Breeze Warrants. Accordingly, the warrants will expire worthless.

Q:     How do the holders of Breeze Founder Shares, representative shares and consultant shares intend to vote on the proposals?

A:     The holders of the Breeze Founder Shares, representative shares and consultant shares are entitled to vote an aggregate of 92.0% of the outstanding shares of Breeze Common Stock. The Breeze Initial Stockholders have agreed to vote any shares of Breeze Common Stock owned by them in favor of each of the proposals presented at the Special Meeting. Therefore, regardless of how public stockholders vote, Breeze will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. For the avoidance of doubt, the Transaction does not require the approval of a majority of unaffiliated security holders of Breeze.

Q:     What constitutes a quorum at the Special Meeting?

A:     A majority of the voting power of the issued and outstanding shares of Breeze Common Stock entitled to vote at the Special Meeting must be present, virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Breeze Initial Stockholders hold 92.0% of the issued and outstanding shares of Breeze Common Stock which will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Breeze Record Date for the Special Meeting, 1,682,207 shares of Breeze Common Stock would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the Special Meeting?

A:     The Business Combination Proposal:    The majority of the votes cast by the stockholders present at a virtually or represented by proxy at the Special Meeting is required to approve the Business Combination Proposal. Accordingly, a Breeze Holder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. The Breeze Holders must approve the Business Combination Proposal in order for the Business Combination to occur. If the Breeze Holders fail to approve the Business Combination Proposal, the Business Combination will not occur.

The Charter Proposal:    The affirmative vote of the holders of a majority of the outstanding shares of Breeze Common Stock is required to approve the Charter Proposal. Accordingly, a Breeze Holder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Proposal, will have the same effect as a vote “AGAINST” such Charter Proposal. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Advisory Charter Proposals:    The majority of the votes cast by the stockholders present at a virtually or represented by proxy at the Special Meeting is required to approve each Advisory Charter Proposal. Accordingly, a Breeze Holder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to any Advisory Charter Proposal, will have no effect on such Advisory Charter Proposal. The Advisory Charter Proposals are advisory votes and therefore are not binding on Breeze or the Breeze Board. Furthermore, the transaction is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Charter Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Charter Proposals, Breeze intends that the Proposed Charter will take effect upon the Closing (assuming approval of the Charter Proposal).

The Incentive Plan Proposal:    The majority of the votes cast by the stockholders present virtually or represented by proxy at the Special Meeting is required to approve the Incentive Plan Proposal. Accordingly, a Breeze Holder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The

Business Combination is not conditioned upon the approval of the Incentive Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Redemption Limitation Amendment Proposal:    The affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Breeze Common Stock is required to approve the Redemption Limitation Amendment Proposal. Accordingly, a Breeze Holder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Redemption Limitation Amendment Proposal, will have the same effect as a vote “AGAINST” such Redemption Limitation Amendment Proposal. The Business Combination is not conditioned upon the approval of the Redemption Limitation Amendment Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of Redemption Limitation Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Redemption Limitation Amendment Proposal will not be effected.

The Breeze Initial Stockholders have entered into a Sponsor Support Agreement with Breeze pursuant to which they have agreed to vote shares representing 92.0% of the aggregate voting power of the Breeze Common Stock in favor of the each of the proposals presented at the Special Meeting, regardless of how public stockholders vote. Accordingly, will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. For the avoidance of doubt, the Transaction does not require the approval of a majority of unaffiliated security holders of Breeze.

Q:     What do I need to do now?

A:     Breeze urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of Breeze. Breeze Holders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of Breeze Common Stock on the Breeze Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote virtually, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Breeze. Beneficial stockholders who wish to participate in the meeting must contact their bank, broker, or other nominee (preferably at least five days before the meeting) and obtain their 16-digit control number in order to be able to attend or vote at the meeting.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

RISK FACTORS

In addition to the other information contained in (or incorporated by reference into) this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on YD Biopharma’s and Pubco’s business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of the Pubco Ordinary Shares could decline, and you could lose part or all of your investment. There may be additional risks that neither Breeze nor YD Biopharma presently knows, or that Breeze and YD Biopharma believe are immaterial as of the date hereof. Unless otherwise indicated, references in this section and elsewhere in this proxy statement/prospectus to the YD Biopharma business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, revenue, financial condition, results of operations and future prospects of Pubco.

Risks Related to YD Biopharma

We are highly dependent on our license agreements with EG BioMed Co., Ltd., the termination of which would prevent us from commercializing our products, and which imposes significant obligations on us.

We are highly dependent on the intellectual property licensed from EG BioMed Co., Ltd. (“EG BioMed”), pursuant to which we license DNA methylation analysis technology for application in pancreatic cancer and breast cancer (the “EG BioMed License Agreements”). Other products or services we may develop also may rely on the same technology. In the event that we default in the payment of any amount when due under the EG BioMed License Agreements, and such amount is not paid within 30 days of notice of nonpayment, EG BioMed may terminate the exclusivity of the licenses or terminate the EG BioMed License Agreements in full. Any termination of the EG BioMed License Agreements resulting in the loss of the licensed rights would prevent us from marketing and selling our DNA methylation analysis technology and any other products or services we may develop based on the same underlying technology. Any termination of the exclusivity of the licenses could damage our competitive position within the marketplace. In addition, disputes may also arise between us and EG BioMed regarding the EG BioMed License Agreements. If any such dispute results in an impairment of our ability to use the intellectual property, we may be unable to commercialize our DNA methylation analysis technology and any other product or service we may develop based on the same underlying technology. Accordingly, any such termination or dispute could threaten the viability of our business.

The equity value of YD Biopharma is highly dependent on our license agreements with EG BioMed.

The equity value of YD Biopharma is highly dependent on the intellectual property licensed from EG BioMed, pursuant to the EG BioMed License Agreements. The value of the EG BioMed License Agreements make up 82.5% to 84.2% of the total preliminary equity value described in “The Business Combination--The Background of the Business Combination.” Any disruption or discontinuation of the EG BioMed License Agreements prior to their expiration can have a significant impact on the revenue, cash flow and future viability of YD Biopharma, and as a result, the value of Pubco.

Furthermore, the EG BioMed License Agreements impose significant obligations on us. We are required to notify EG BioMed in writing on a quarterly basis of our total sales revenue for sales of the products using EG BioMed’s licensed patents and technology and pay a 7% and 20% product royalty on our total sales revenue each quarter under each license agreement. Additionally, we are required to pay patent application fees (if any) and patent maintenance fees for the licensed patents and technology, and any patents derived from the licensed patents and technology. Accordingly, we could be obligated to pay fees or other amounts to EG BioMed even though we have generated no or limited revenue. Such payments could materially and adversely affect our profitability and could limit our investment in our business.

We rely on licenses from third parties for intellectual property rights that are critical to our business, and we would lose the rights to such intellectual property rights if those agreements were terminated or not renewed.

We expect that the long-term contracts and commercial arrangements that we have and intend to enter into with partners may include licenses. We rely on these licenses from our partners for certain intellectual property rights that are or may become critical to our business. Termination of our current or future partner agreements could cause us to have to negotiate new or amended agreements with less favorable terms or cause us to lose our rights under the original agreements.

In the case of a loss of intellectual property rights relating to technology used in our systems, we may not be able to continue to manufacture certain components for our product or for our operations or may experience disruption to our manufacturing processes as we test and re-qualify any potential replacement technology. Even if we retain the licenses, the licenses may not be exclusive with respect to such component design or technologies, which could aid our competitors and have a negative impact on our business.

We are highly dependent on the license agreement with 3D Global Biotech Inc., the termination of which would prevent us from commercializing our products, and which imposes significant obligations on us.

We are highly dependent on the intellectual property licensed from 3D Global Biotech Inc. (“3D Global”), pursuant to which we have licensed patented and proprietary technology to develop new drugs for dry eye disease, glaucoma, and corneal repair (the “3D Global License Agreement”). In the event that we default in the payment of any amount when due under the 3D Global License Agreement, and such amount is not paid within 30 days of notice of nonpayment, 3D Global may terminate the exclusivity of the license or terminate the agreement in full. Furthermore, if we breach the agreement, including by failing to use our commercially best efforts to achieve the milestones prescribed by the agreement, and we do not cure such breach within the applicable time period, in addition to seeking damages, 3D Global could terminate the agreement. Any termination of the 3D Global License Agreement resulting in the loss of the licensed rights would prevent us from marketing and selling our drugs related to dry eye disease, glaucoma, and corneal repair, and any other products or services we may develop based on the same underlying technology. Any termination of the exclusivity of the license could damage our competitive position within the marketplace. In addition, disputes may also arise between us and 3D Global regarding the 3D Global License Agreement. If any such dispute results in an impairment of our ability to use the intellectual property, we may be unable to commercialize our drugs related to dry eye disease, glaucoma, and corneal repair, and any other product or service we may develop based on the same underlying technology. Accordingly, any such termination or dispute could threaten the viability of our business.

Furthermore, the 3D Global License Agreement imposes significant obligations on us. We are required to make milestone payments, patent application fees (if any), patent maintenance fees, and project development fees. Accordingly, we could be obligated to pay fees or other amounts to 3D Global even though we have generated no or limited revenue. Such payments could materially and adversely affect our profitability and could limit our investment in our business.

The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate.

Our estimates of the annual total addressable markets for our current products are based on a number of internal and third-party estimates, including, without limitation, the number of patients with pancreatic and breast cancers and precancer, the number of individuals who are at a higher risk for developing cancer, and the assumed prices at which we can sell tests for markets that have not been established. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our current or future products may prove to be incorrect. If the actual number of patients who would benefit from our products, the price at which we can sell our products, or the annual total addressable market for our products is smaller than we have estimated, it may impair our sales growth and have an adverse impact on our business.

YD Biopharma relies on third-party suppliers for most of its manufacturing.

YD Biopharma also relies on third-party suppliers for most of the manufacturing necessary to produce its products. The failure of suppliers to supply manufacturing components in a timely manner or on commercially reasonable terms could delay YD Biopharma’s plans to expand its business and otherwise disrupt production schedules and increase manufacturing costs. YD Biopharma’s orders with certain of its suppliers may represent a very small portion of their total orders. As a result, they may not give priority to YD Biopharma’s business, leading to potential delays in or cancellation of YD Biopharma’s orders. If any single-source supplier were to fail to supply YD Biopharma’s needs on a timely basis or cease providing it with manufacturing components, YD Biopharma would be required to locate and contract with substitute suppliers. YD Biopharma may have difficulty identifying a substitute supplier in a timely manner and on commercially reasonable terms. If this were to occur, YD Biopharma’s business would be harmed.

Our third-party manufacturers may not have the manufacturing and processing capacity to meet the production requirements of consumer demand or clinical testing in a timely manner.

Our capacity to commercialize our products and conduct any clinical trials required for additional regulatory clearances or approvals will depend in part on our ability to manufacture or provide our products on a large scale, at a competitive cost and in accordance with regulatory requirements. We must establish and maintain a commercial scale manufacturing process for all our products in order to meet customer demand and to complete the clinical trials required for certain regulatory clearance or approval pathways.

We have no direct experience in large-scale product manufacturing, nor do we currently have the internal resources or facilities to manufacture most of our products on a commercial scale. Accordingly, we expect to rely on third party manufacturers. We cannot guarantee that our third-party manufacturers will be able to establish or increase production and processing capacity in a timely or cost-effective manner, or at all. Our third-party manufacturers may encounter delays or other difficulties in establishing or in increasing production or processing capacity at any time that could result in delays in the commercialization of our products, in the distribution of our products, in the clinical trials for our products or in the submissions for additional regulatory clearances or approvals for our products. Any such delays could have an adverse effect on our ability to obtain regulatory clearance or approval for, commercialize and secure sales of our products.

If we attempt to bring any other products or services to market in addition to our DNA methylation analysis technology and medical products for dry eye disease, glaucoma and corneal repair, we likely will be required to make significant investments in research and development, which ultimately may prove unsuccessful. Our future performance may be affected by the success of products we have not yet developed, licensed, or acquired.

Although there can be no assurance that we will pursue the development of any products or services other than our DNA methylation analysis technology and medical products for dry eye disease, we may develop additional products or services based on the same underlying technologies or other technologies we develop, license, or acquire. If we attempt to bring any other such products or services to market, we likely will incur significant expenses on research and development efforts, which ultimately may prove unsuccessful.

Developing new or improved cancer detection and other medical products and services, and drugs are speculative and risky endeavors. Candidate products and services that may initially show promise may fail to achieve the desired results in larger clinical studies or may not achieve acceptable levels of clinical accuracy. Any test we develop will need to demonstrate a high level of accuracy in clinical studies. If in a clinical study a candidate product or service fails to identify even a small number of cases, the sensitivity rate may be materially and adversely affected, and we may have to abandon the candidate product or service.

We may need to explore a number of different designs, methods or technologies, alter our candidate products or services, and repeat clinical studies before we identify a potentially successful candidate. We may need to acquire, whether through purchase, license or otherwise, technologies owned by third parties, and we may not be able to acquire such technologies on commercially reasonable terms or at all. Product development is expensive, may take years to complete and can have uncertain outcomes. Failure can occur at any stage of the development. If, after development, a candidate product or service appears successful, we may, depending on the nature of the product or service, still need to obtain FDA and other regulatory clearances or approvals before we can market it. FDA’s clearance or approval pathways are likely to involve significant time, as well as additional research, development and clinical study expenditures. There can be no guarantee that FDA would clear or approve any future product or service we may develop. Even if FDA clears or approves a new product or service we develop, we would need to commit substantial resources to commercialize, sell and market it before it could be profitable, and the product or service may never be commercially viable. Additionally, development of any product or service may be disrupted or made less viable by the development of competing products or services.

Commitments to develop new products must be made well in advance of any resulting sales, and technologies and standards may change during development, potentially rendering our products outdated or uncompetitive before their introduction. Our ability to develop products to meet evolving industry requirements and at prices acceptable to our customers will be significant factors in determining our competitiveness. We may expend considerable funds and other resources on the development of our products without any guarantee that these products will be successful. If we attempt to bring, but are not successful in bringing, one or more products to market, whether because we fail to address marketplace demand, fail to develop viable products or otherwise, our results of operations could be seriously harmed.

If we determine that any of our current or future development programs is unlikely to succeed, we may abandon it without any return on our investment into the program. We may need to raise significant additional capital to bring any new products or services to market, which may not be available on acceptable terms, if at all.

We are party to agreements pursuant to which we may be required to make payments to certain of our affiliates, which may reduce our cash flow and profits.

We are party to agreements pursuant to which we may be required to make payments to certain of our affiliates as described in “Certain Transactions.” For instance, under the EG BioMed License Agreements, we are required to pay a 7% and 20% product royalty on our total sales revenue each quarter under each license agreement. Under our EG BioMed License Agreements, we are also required to pay patent application fees (if any) and patent maintenance fees for the licensed patents and technology, and any patents derived from the licensed patents and technology, as well as expenses, costs, taxes, and fees incurred during the term of the agreements. Under our 3D Global License Agreement, we are required to make up to an aggregate of $4.0 million in payments to 3D Global upon the achievement of certain milestones as well as quarterly royalty payments of 10% of total sales revenue for certain products. While we believe that the agreements reflect arm’s length negotiations, we cannot assure you that such services are not available at lower cost from third parties. Any payments made to affiliates will reduce our cash flow and profits.

YD Biopharma may not be able to manage its potential growth.

For YD Biopharma to succeed, it needs to experience significant expansion. Although management is experienced in the industry and in operating companies at a similar stage of growth, there can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on YD Biopharma’s management, operational and financial resources. To manage any material growth, YD Biopharma will be required to continue to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that YD Biopharma’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. YD Biopharma’s failure to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition.

YD Biopharma may need additional funding in order to implement its business plan.

In the future, YD Biopharma may require additional capital to fund the planned expansion of its business and to respond to business opportunities, challenges, potential acquisitions, or unforeseen circumstances. YD Biopharma could encounter unforeseen difficulties that may deplete its capital resources rapidly, which could require it to seek additional financing in the near future. The timing and amount of any additional financing that is required to continue the expansion of YD Biopharma’s business and the marketing of its products will depend on its ability to improve its operating results and other factors. YD Biopharma may not be able to secure additional debt or equity financing in a timely basis or on favorable terms or at all. Such financing could result in substantial dilution of the equity interests of existing stockholders. YD Biopharma has no commitments for any additional financing should the need arise. If YD Biopharma is unable to secure any necessary additional financing, it may need to delay expansion plans, conserve cash, and reduce operating expenses. There is no assurance that any additional financing will be sufficient, that the financing will be available on terms favorable to YD Biopharma or to existing stockholders and at such times as required, or that YD Biopharma will be able to obtain the additional financing required for the continued operation and growth of YD Biopharma’s business. Any debt financing obtained by YD Biopharma in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for it to obtain additional capital and to pursue business opportunities. If YD Biopharma raises additional funds through further issuances of equity, convertible debt securities, or other securities convertible into equity, YD Biopharma’s existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities it issues could have rights, preferences, and privileges senior to those of holders of its Ordinary Shares. If YD Biopharma is unable to obtain adequate financing or financing on terms satisfactory to it, when YD Biopharma requires it, its ability to grow or support its business and to respond to business challenges could be significantly limited.

YD Biopharma’s business will continue to require substantial expenditures before profits, if any, are realized.

YD Biopharma continues to expand the scope of its business and product offerings. The development of YD Biopharma’s business requires, and will continue to require, significant expenditures, a substantial portion of which must be made before any material profits may be realized. YD Biopharma will likely continue to experience significant negative cash flow and operating losses until an adequate revenue base is established. There can be no assurance that an adequate revenue base will ever be established.

We may experience difficulties that delay or prevent our development, introduction or marketing of enhanced or new medical products.

Our success may also depend on our ability to effectively introduce enhanced or new medical products, including our cancer blood tests. The development of enhanced or new medical products is complex, costly and uncertain. Furthermore, enhancing or developing new medical products requires us to anticipate patients’, clinicians’ and payors’ needs and emerging technology trends accurately. We may experience research and development, regulatory, marketing and other difficulties that could delay or prevent our introduction of enhanced or new medical products. The research and development process in cancer blood tests generally takes a significant amount of time from the research and design stage to commercialization. This process is conducted in various stages, and each stage presents the risk that we will not achieve our goals. We may have to abandon a medical product in which we have invested substantial resources. In order to successfully commercialize medical products that we may develop in the future, we may need to conduct lengthy, expensive clinical trials and develop dedicated sales and marketing operations or enter into collaborative agreements to achieve market awareness and demand. Any delay in the research and development, approval, production, marketing or distribution of enhanced or new medical products could adversely affect our competitive position, branding and results of operations.

We cannot be certain that:

•        any medical products that we may enhance or develop will prove to be safe or effective in clinical trials;

•        we will be able to obtain, in a timely manner or at all, regulatory clearances or approvals, if needed;

•        any medical products that we may enhance or develop will be ordered and used by HCPs;

•        any medical products that we may enhance or develop can be provided at acceptable cost and with appropriate quality; or

•        any of our medical products can be successfully marketed.

These factors and other factors beyond our control could delay the launch of enhanced or new medical products.

If clinical testing of a particular cancer detection or medical product does not yield successful results, then we will be unable to commercialize that test or product candidate.

To date we have not conducted any clinical trials, nor have we had any product candidate approved for commercial sale. It is possible that we may not be able to commercialize a marketable product candidate. We must demonstrate the product safety and efficacy of our candidates for cancer blood tests and medical products in humans through extensive clinical testing. Our research and development programs are at an early stage of development. We may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of any test or medical product, including the following:

•        the results of pre-clinical studies may be inconclusive, or they may not be indicative of results that will be obtained in human clinical trials;

•        safety and efficacy results attained in early human clinical trials may not be indicative of results that are obtained in later clinical trials;

•        after reviewing test results, we may abandon projects that we might previously have believed to be promising;

•        we or our regulators may suspend or terminate clinical trials because the participating subjects or patients are being exposed to unacceptable health risks; and

•        our test or medical product candidates may not have the desired effects or may include undesirable side effects or other characteristics that preclude regulatory approval or limit their commercial use if approved.

Even if our cancer blood tests or medical products receive marketing clearance or approval, they may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success.

Even if our medical products receive marketing clearance or approval, if needed, they may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors, and others in the medical community. If we do not generate significant product revenues, we may not become profitable. The degree of market acceptance of our products and tests, if approved for commercial sale, will depend on a number of factors, including:

•        their efficacy, safety, and other potential advantages compared to alternative tests or medical products;

•        our ability to offer them for sale at competitive prices;

•        their convenience and ease of administration compared to alternative cancer detection or treatments;

•        the willingness of the target patient population to try new medical products and of physicians to order these products;

•        the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

•        the strength of marketing and distribution support;

•        the availability of governmental agencies and third-party medical insurance and adequate reimbursement for our cancer blood tests or medical products;

•        any restrictions on the use of our cancer blood tests or medical products together with other cancer detection methods or therapeutic treatments;

•        any restrictions on the use of our cancer blood tests or medical products together with other medications;

•        inability of certain types of patients to produce adequate samples for analysis in the use of our cancer blood tests;

•        inability of certain types of patients to use our cancer blood tests or other medical products; and

•        the prevalence and severity of side effects from our medical products.

If we are unable to address and overcome these and similar concerns, our business and results of operations could be substantially harmed.

If we are unable to establish effective sales, marketing, and distribution capabilities or enter into agreements with third parties with such capabilities, we may not be successful in commercializing our cancer blood tests or medical products if and when they are cleared or approved.

We do not have a sales or marketing infrastructure and have limited experience in the sale, marketing, or distribution of our cancer blood tests and medical products. To achieve commercial success for any cancer blood test or medical product for which we obtain marketing clearance or approval, we will need to successfully establish and maintain relationships directly and with third parties to perform sales and marketing functions.

Factors that may inhibit our efforts to commercialize our cancer blood tests or medical products on our own include:

•        our inability to recruit, train, and retain adequate numbers of effective sales, technical support, and marketing personnel;

•        the inability of sales personnel to obtain access to or educate physicians on the benefits of our cancer blood tests or medical products;

•        the lack of complementary cancer blood tests or medical products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive cancer blood tests or medical product lines;

•        unforeseen costs and expenses associated with creating an independent sales, technical support, and marketing organization; and

•        the inability to obtain sufficient coverage and reimbursement from third-party payors and governmental agencies.

If we do not establish sales, marketing, and distribution capabilities successfully, either on our own or in collaboration with third parties, we will not be successful in commercializing our cancer blood tests or medical products.

If we are unable to convince physicians of the benefits of our proposed cancer blood tests or medical products, we may incur delays or additional expense in our attempt to establish market acceptance.

Broad use of our proposed cancer blood tests and products may require pathology laboratories and physicians to be informed regarding our proposed cancer blood tests and products and their intended benefits. Inability to carry out this physician education process may adversely affect market acceptance of our proposed cancer blood tests or medical products. We may be unable to timely educate physicians regarding our proposed cancer blood tests or medical products in sufficient numbers to achieve our marketing plans or to achieve acceptance of our cancer blood tests or medical products. Any delay in physician education may materially delay or reduce demand for our cancer blood tests or medical products. In addition, we may expend significant funds toward physician education before any acceptance or demand for our proposed cancer blood tests or medical products is created, if at all.

YD Biopharma’s efforts to avoid the patent, trademark, and copyright rights of others may not provide notice to it of potential infringements in time to avoid investing in product development and promotion that must later be abandoned if suitable license terms cannot be reached.

There is no guarantee that YD Biopharma’s use of conventional technology searching and brand clearance searching will identify all potential rights holders. Rights holders may demand payment for past infringements and/or force YD Biopharma to accept costly license terms or discontinue use of protected technology and/or works of authorship that may include for example photos, videos, and software.

YD Biopharma may incur substantial litigation costs to protect its intellectual property, and if YD Biopharma is unable to protect its intellectual property, it may lose its competitive advantage. YD Biopharma may be subject to intellectual property infringement claims, which could cause it to incur litigation costs and divert management attention from its business.

YD Biopharma’s future success depends in part upon its ability to protect its intellectual property. YD Biopharma’s protective measures, including patents, trademarks, copyrights, trade secret protection and internet identity registrations, may prove inadequate to protect its proprietary rights and market advantage. The right to stop others from misusing its trademarks and service marks in commerce depends, to some extent, on YD Biopharma’s ability to show evidence of enforcement of its rights against such misuse in commerce. YD Biopharma’s failure to stop the misuse by others of our trademarks and service marks may lead to its loss of trademark and service mark rights, brand loyalty and notoriety among its customers and prospective customers. The scope of any patent to which YD Biopharma has or may obtain rights may not prevent others from developing and selling competing products. In addition, YD Biopharma’s patents may be held invalid upon challenge, or others may claim rights in, or ownership of, its patents. Moreover, YD Biopharma may become subject to litigation with parties that claim, among other matters, that it infringed on their patents or other intellectual property rights. The defense and prosecution of patent and other intellectual property claims are both costly and time-consuming and could result in a material adverse effect on YD Biopharma’s business and financial position.

Additionally, any intellectual property infringement claims against YD Biopharma, with or without merit, could be costly and time-consuming to defend and divert its management’s attention from its business. If YD Biopharma’s products were found to infringe a third-party’s proprietary rights, it could be forced to enter into costly royalty or licensing agreements in order to be able to continue to sell its products or discontinue use of the protected technology. Such royalty and licensing agreements may not be available on terms acceptable to YD Biopharma or at all. Rights holders may demand payment for past infringements or force it to accept costly license terms or discontinue use of protected technology or works of authorship.

YD Biopharma may become involved in litigation regarding patents and other intellectual property rights. Other companies, including its competitors, may develop intellectual property that is similar or superior to its intellectual property, duplicate its intellectual property or design around its patents, and may have or obtain patents or other proprietary rights that would prevent, limit or interfere with its ability to make, use or sell its products. Effective intellectual property protection may be unavailable or limited in some foreign countries in which YD Biopharma sells or will sell products or from which competing products may be sold.

Unauthorized parties may attempt to copy or otherwise use aspects of YD Biopharma’s intellectual property and products that we regard as proprietary. YD Biopharma’s means of protecting its proprietary rights in the U.S. or abroad may prove to be inadequate, and competitors may be able to develop similar intellectual property independently. If its intellectual property protection is insufficient to protect its intellectual property rights, YD Biopharma could face increased competition in the markets for its products.

Should any of YD Biopharma’s competitors file patent applications or obtain patents that claim inventions also claimed by it, YD Biopharma may choose to participate in an interference proceeding to determine the right to a patent for these inventions, because its business could be harmed if it fails to enforce and protect its intellectual property rights. Even if the outcome is favorable, an interference proceeding could result in substantial costs to YD Biopharma and disrupt its business.

In the future, YD Biopharma also may need to file lawsuits to enforce its intellectual property rights, to protect its trade secrets or to determine the validity and scope of the proprietary rights of others. Any such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on its business, financial condition or results of operations.

Some of YD Biopharma’s products contain, or may in the future contain, licensed, third-party technology that provides important product functionality and features. The loss or inability to obtain and maintain any such licenses could have a material adverse effect on its business.

Some of YD Biopharma’s products contain, or may in the future contain, technology licensed from third-parties that provides important product functionality and features. YD Biopharma cannot assure you that it will have continued access to this technology. For example, if the licensing company ceases to exist, either as a result of bankruptcy, dissolution or purchase by a competitor, YD Biopharma may lose access to important third-party technology and may not be able to obtain replacement technology on favorable terms or at all. In addition, legal actions, such as intellectual property actions, brought against the licensing company could impact its future access to the technology. Any of these actions could negatively affect YD Biopharma’s technology licenses, thereby reducing the functionality and features of its products, and adversely affect its business, financial condition or results of operations.

YD Biopharma may fail to comply with regulations in relation to the sales of drugs and medical related materials business.

Pharmaceutical/medical device companies are required to comply with extensive regulations and hold a number of permits and licenses to carry on their business. Our ability to obtain and maintain these regulatory approvals will be subject to additional burdens placed by government regulation from time to time.

The pharmaceutical/medical device industry is heavily regulated by the government authorities, covering the clearance, approval, registration, production, packaging, licensing, distribution, storage, sales and manufacture and promotion of medicinal products and medical devices in various jurisdictions. In recent years, the regulatory framework regarding the pharmaceutical/medical device industry has undergone significant changes as the authorities tend to implement stricter requirements to ensure effect and safety of medicinal products and medical devices, and we expect that such trends will continue in the future. Any changes could lead to higher compliance costs for our current businesses of sales of pharmaceutical products and medical devices, as well as potential delays or obstacles in the successful development and commercialization of our drug/medical device candidates and could reduce the benefits we receive from drug/medical device development and manufacturing. In addition, even if we receive regulatory approval or clearance from competent authorities for any of our pharmaceutical products or medical devices, we will be subject to ongoing obligations and continued regulatory review in order to maintain the clearance or approval, which may result in significant additional expenses if new requirements are implemented. Any failure by us or our collaborators to maintain compliance with applicable laws and regulations or obtain and maintain required licenses and permits may result in administrative fines and/or the suspension or termination of our business activities. We believe our strategy and approach is aligned with the relevant government regulatory requirements and policies, but we cannot ensure that our strategy and approach will continue to be aligned.

YD Biopharma’s future success depends, in part, on its ability to develop new products and new technologies and maintain technologies, facilities and equipment to meet the needs of its customers.

Many of the markets in which YD Biopharma operates are characterized by rapidly changing technologies. The product, program and service needs of its customers change and evolve regularly. YD Biopharma’s success in the cancer detection industry depends upon its ability to identify emerging technological trends, develop technologically

advanced, innovative and cost-effective products and services and market these products and services to its customers in the U.S. and internationally. In addition, YD Biopharma’s ability to develop innovative and technologically advanced products depends on continued funding for, and investment in, research and development projects. YD Biopharma’s success also depends on its continued access to assured suppliers of important technologies and components and its ability to provide the people, technologies, facilities, equipment and financial capacity needed to deliver those products and services with maximum efficiency. YD Biopharma’s customers and markets also increasingly require it to be agile and efficient, digitally enabled and able to harness integrated digital technologies and capabilities to deliver solutions with the agility and affordability that its customers seek. If YD Biopharma is unable to continue to develop new products and technologies in a timely fashion, and successfully to effect digital transformation, or if YD Biopharma fails to achieve market acceptance more rapidly than its competitors, it may be unable to maintain a competitive position and YD Biopharma’s future success could be materially adversely affected. If it fails to maintain its competitive position, YD Biopharma could lose a significant amount of future business to its competitors, which also could have a material adverse effect on its ability to generate favorable financial results and maintain market share and on its financial position, results of operations and/or cash flows.

YD Biopharma may be subject to intellectual property infringement claims, which could cause YD Biopharma to incur litigation costs and divert management attention from its business.

Any intellectual property infringement claims against YD Biopharma and/or IP Holdings, with or without merit, could be costly and time-consuming to defend and divert management’s attention from YD Biopharma’s and/or IP Holdings’ business. If YD Biopharma’s products were found to infringe a third party’s proprietary rights, YD Biopharma could be required to enter into costly royalty or licensing agreements to be able to sell its products. Royalty and licensing agreements, if required, may not be available on terms acceptable to YD Biopharma or at all.

A failure of YD Biopharma’s information technology systems, or an interruption in its operation due to internal or external factors including cyber-attacks, could have a material adverse effect on its business, reputation, financial condition or results of operations.

YD Biopharma’s operations depend on its ability to protect its information systems, computer equipment, and information databases from systems failures. YD Biopharma relies on its information technology systems generally to manage the day-to-day operations of its business, operate elements of its manufacturing facility, manage relationships with its customers, fulfill customer orders, and maintain its financial and accounting records. Failure of YD Biopharma’s information technology systems could be caused by internal or external events, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.

There have been an increasing number of cyber security incidents affecting companies around the world, which have caused operational failures or compromised sensitive corporate data. Although YD Biopharma does not believe its systems are at a greater risk of cyber security incidents than other similar organizations, such cyber security incidents may result in: the loss or compromise of customer, financial, or operational data; disruption of billing, collections, or normal operating activities; disruption of electronic monitoring and control of operational systems; and delays in financial reporting and other management functions. Possible impacts associated with a cyber-security incident may include, among others: remediation costs related to lost, stolen, or compromised data; repairs to data processing systems; increased cyber security protection costs; reputational damage; and adverse effects on YD Biopharma’s ability to comply with applicable privacy and other laws and regulations. The failure of YD Biopharma’s information technology systems to perform as anticipated for any reason could disrupt its business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations or increased costs, any of which could have a material adverse effect on its business, operating results and financial condition. Any technology and information security processes and disaster recovery plans YD Biopharma uses to mitigate its risk to these vulnerabilities may not be adequate to ensure that its operations will not be disrupted should such an event occur.

The success of YD Biopharma and Pubco depends upon certain key personnel, including product development and engineering staff.

The success of YD Biopharma and Pubco will depend in large part upon the skill and expertise of certain key personnel, including product development and engineering staff. The competition for qualified management and such key personnel is intense. There can be no assurance that any such individuals will continue to be associated with or

employed by YD Biopharma or Pubco throughout their respective lives. The loss of services of one or more of such key personnel or the inability to hire, train and retain additional such key personnel could delay the development and sale of its products, disrupt its business, and interfere with its ability to execute our business plan. The loss of key personnel could also have a material adverse effect on YD Biopharma and, consequently, on Pubco.

YD Biopharma’s growth relies on market acceptance.

While YD Biopharma believes there will be significant customer demand for YD Biopharma’s products, there is no assurance there will be broad market acceptance of YD Biopharma’s product offerings. There also may not be broad market acceptance of YD Biopharma’s offerings if its competitors offer products which are preferred by prospective customers. In such event, there may be a material adverse effect on YD Biopharma’s results of operations and financial condition, and YD Biopharma may not be able to achieve its goals.

The loss of sales, or significant reductions in orders from, any major customers may have a material adverse effect on us.

YD Biopharma’s top two corporate customers — Alcon and Novartis — accounted for approximately 55% of the company’s total revenue for the year ended December 31, 2024. In any one reporting period, our major customers may contribute an even larger percentage of our consolidated sales. The loss, or any significant reduction in orders from, any of these customers, including reductions due to economic, market or competitive conditions or regulatory requirements, would likely have a material adverse effect on our business, financial condition and results of operations. None of our significant customers has entered into an agreement with us requiring it to purchase any minimum quantity of our products.

Attempts to lessen the adverse effect of any loss or reduction of sales through the rapid addition of new customers would be difficult because customers typically require lengthy qualification periods prior to placing volume orders with a new supplier. Our future success will continue to depend upon: our ability to maintain relationships with existing key customers; our ability to attract new customers and satisfy any required qualification periods; and our ability to introduce new products in a timely manner.

YD Biopharma’s ability to compete successfully depends on many factors, both within and outside its control.

These factors include the following:

•        YD Biopharma’s success in developing, producing, marketing, and successfully selling its products;

•        YD Biopharma’s ability to address the needs of its consumer, military and law enforcement customers;

•        the pricing, quality, performance, and reliability of YD Biopharma’s products;

•        the quality of YD Biopharma’s customer service;

•        the efficiency of YD Biopharma’s production; and

•        product or technology introductions by YD Biopharma’s competitors.

Because YD Biopharma believes technological and functional distinctions among competing products in its markets are perceived by many end-user consumers to be relatively modest, effectiveness in marketing and manufacturing are particularly important competitive factors in its business.

The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors of the benefits of such inspections. Our common stock may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our common stock, or the threat of its being delisted, may materially and adversely affect the value of your investment.

Our auditor, ARK Pro CPA & Co, the independent registered public accounting firms that issue the audit reports included elsewhere in this proxy statement/prospectus, as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are currently subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards. Our auditors are located in

Hong Kong, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. The inability of the PCAOB to conduct inspections of auditors in Hong Kong in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firms’ audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our common stock would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in our common stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Pursuant to the HFCAA, as amended, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our common stock from being traded on a national securities exchange or in the over-the-counter trading markets in the United States.

On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing. In accordance with the HFCAA, as amended, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our common stock when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our common stock. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

Regulatory Risks

Recent reductions in force across the U.S. federal government may impact our ability to secure necessary meetings to discuss, obtain guidance on, and receive clearances or approvals for our products.

Actions by the Trump administration may fundamentally impact the FDA, CMS, and other federal agencies with jurisdiction over our products. Among other things, the issuance of Executive Order (EO) 14192, “Unleashing Prosperity Through Deregulation” (January 31, 2025), EO 14212, “Establishing the President’s Make America Healthy Again Commission” (February 13, 2025), and EO 14219, “Ensuring Lawful Governance and Implementing the President’s ‘Department of Government Efficiency’ Deregulatory Initiative” (February 21, 2025) could have a significant impact on the manner in which the FDA conducts its operations and engages in regulatory and oversight activities.

For example, on March 27, 2025, the US Department of Health and Human Services (HHS), which houses both CMS and the FDA, announced significant restructuring in accordance with EO 14219. Among other changes, HHS announced that it intends to reduce its workforce by approximately 10,000 full-time employees, consolidate 28 existing divisions into 15 new divisions, and centralize certain core functions. Notably, this restructuring plan is in addition to other downsizing efforts at HHS, which in combination, will result in a reduction of force by 20,000 employees.

There is substantial uncertainty regarding how these changes will impact the FDA. HHS has stated that it intends to reduce the FDA’s workforce by 3,500 individuals, which represents approximately 18% of FDA full-time employees. This restructuring could lead to significant disruptions and delays at the FDA, including impeding the agency’s ability to meet with industry participants and provide feedback, review and/or approve submissions, conduct inspections, issue regulatory guidance, or take other actions that facilitate the development, approval, and marketing of regulated products. All of this could adversely affect our business.

Securing FDA clearance or approval of our products and products we may develop, license, or acquire is a complex process requiring substantial time, commitment of resources and expense without any assurance that the FDA will grant such clearance or approval.

We have not yet obtained FDA clearance or approval for any of our cancer screening test products. In March 2025, a U.S. federal district court held that HCP LDTs are not medical devices and, as such, the FDA does not have jurisdiction over them. Accordingly, such tests do not currently require FDA clearance or approval. This decision has not been appealed by the government, and the deadline to do so has passed. The March 2025 ruling did not explicitly address DTC LDTs. It is therefore arguable that the court’s order applies only to LDTs for which there is some involvement from an HCP (i.e., HCP LDTs). This means that the FDA may view DTC LDTs as subject to the FDA’s full regulatory oversight and all applicable regulatory requirements.

YD Biopharma’s commercially available assay is currently offered as an LDT performed solely at the request of a prescribing HCP (i.e., it is not a DTC LDT). While YD Biopharma intends to pilot a streamlined access model that allows patients to initiate testing through an online portal integrated with an independent telehealth physician network, all orders will still be reviewed and authorized by a licensed HCP prior to sample collection (i.e., such tests are not DTC LDTs). Should YD Biopharma eventually receive FDA clearance or approval for our tests, it still does not intend to offer them as fully DTC products, but instead intend to offer them as products that require an order from a licensed HCP (i.e., again, such tests will not be DTC LDTs).

It is possible — though unlikely, given that the government has not appealed the March 2025 ruling, and the deadline to do so has passed — that the FDA could determine that tests initiated by consumers are still subject to the Agency’s regulatory oversight, despite the involvement of an HCP and the March 2025 ruling. In this event, YD Biopharma may be required to obtain regulatory approval or clearance for its test products.

By statute, all new medical devices are initially placed in Class III. Nonetheless, and based on the FDA’s current practices, YD Biopharma expects that if it is required to obtain regulatory clearance or approval for its cancer screening tests, such tests will ultimately be regulated as Class II devices, requiring either a 510(k) notification or, more likely, a de novo application. However, it is possible that the FDA may determine that these products should be regulated as Class III medical devices under 21 U.S.C. § 360c (Section 513 of the FDCA). Class III devices are those that sustain or support life, are implanted, or present potential risks of serious illness or injury. These products typically require a PMA to demonstrate safety and effectiveness before they can be marketed. Some of our products may be subject to approval under a PMA, the most stringent FDA premarket medical device scientific and regulatory review process, which requires sufficient valid scientific evidence in addition to general and special controls to assure that it is safe and effective for its intended use(s).

The process of securing FDA PMA approval is complex and requires substantial time, commitment of resources and expense. The process may take many years to complete, and approval may never be obtained. It requires us to demonstrate with substantial evidence, gathered in preclinical and large, complex well-controlled clinical trials, that the planned product is safe and effective for use as intended. We may not conduct such a trial or may not successfully enroll or complete any such trial, if required. Any products we may develop may not achieve the required primary endpoint in the clinical trial and may not receive regulatory approval. We must also demonstrate that the manufacturing facilities, processes, and controls for any products we may develop are adequate.

We may need to seek approval of a de novo classification request from FDA. Under the de novo classification process, a manufacturer whose device is not eligible for a 510(k) Notification or whose device under the FDCA would otherwise be automatically classified into Device Class III and require the submission and approval of a PMA prior to marketing is able to request down-classification of the device to Class I or Class II on the basis that the device presents a low or moderate risk. If the FDA grants the de novo classification request, the applicant will receive authorization to market the device. This device type may be used subsequently as a predicate device for future 510(k) submissions.

Even if our products are not required to obtain a PMA or de novo classification, they may instead require a 510(k) Notification. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is “substantially equivalent” to a legally marketed “predicate” device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified, or a 510(k)-exempt device. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence.

There can be no assurance that FDA will ever permit us to market any new product or service that we develop. Also, any regulatory clearance or approval of a product, once obtained, may be withdrawn. If we are unable to successfully obtain or maintain regulatory clearance or approval to sell any products in the U.S. we may develop, our business, financial condition, results of operations and growth prospects could be adversely affected. Furthermore, delays in receipt of clearances or approvals could materially delay or prevent us from commercializing our products and services or result in substantial additional costs that could decrease our profitability. Even if we were to successfully obtain and maintain regulatory clearance or approval for a product, any clearance or approval might contain significant limitations related to use restrictions for specified age groups, warnings, precautions or contraindications, or may be subject to burdensome post-approval study or risk management requirements.

FDA can delay, limit, or deny clearance or approval of a future product for many reasons, including but not limited to:

•        a future product may not be deemed to be safe and effective;

•        FDA officials may not find the data from clinical and preclinical studies sufficient;

•        FDA may not approve our or our third-party manufacturer’s processes or facilities; or

•        FDA may change its clearance or approval policies or adopt new regulations.

If any products we may develop fail to demonstrate safety and efficacy, or otherwise do not gain regulatory clearance or approval, our business and results of operations will be materially and adversely harmed.

Failure to obtain regulatory approvals in foreign jurisdictions will prevent us from marketing our products internationally.

We intend to seek distribution and marketing partners for one or more of the products we are developing in foreign countries. The approval procedures vary among countries and can involve additional clinical testing, and the time required to obtain approval may differ from that required to obtain FDA clearance or approval. Moreover, clinical studies or manufacturing processes conducted in one country may not be accepted by regulatory authorities in other countries. Clearance or approval by FDA does not ensure clearance or approval by regulatory authorities in other countries, and approval by one or more foreign regulatory authorities does not ensure clearance or approval by regulatory authorities in other foreign countries or by FDA. In addition, a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory process in others. The foreign regulatory approval process may include all of the risks associated with obtaining FDA clearance or approval. We may not obtain foreign regulatory approvals on a timely basis, if at all. We may not be able to file for regulatory approvals and even if we file, we may not receive necessary approvals to commercialize our products in any market.

Modifications to our cleared or approved products may require new clearances or approvals, or may require us to cease marketing or recall the modified products until clearances are obtained.

For any product approved pursuant to a PMA, we are required to seek supplemental approval for many types of changes to the approved product, for which we will need to determine whether a PMA supplement or other regulatory filing is needed or whether the change may be reported via the PMA Annual Report. Similarly, any modification to a 510(k)-cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design, or manufacture, requires new 510(k) clearance or, possibly, approval of a new PMA. The same is true for a device approved via the de novo pathway; any modification to a device approved via this pathway that could significantly affect its safety or effectiveness, or that would constitute a major change of its intended use, design, or manufacture, may require a new de novo classification or a new 510(k) Notification or even a PMA. If the FDA requires us to seek approvals or clearances for modifications to our previously approved or cleared products, for which we concluded that new approvals or clearances are unnecessary, we may be required to cease marketing or distribution of our products or to recall the modified product until we obtain the approval or clearance, and we may be subject to significant regulatory fines or penalties. Foreign regulatory regimes may have comparable requirements, which present the same or substantially similar risks.

Clinical trials necessary to support regulatory submission will be expensive and could require the enrollment of large numbers of patients. Suitable patients may be difficult to identify and recruit. Delays or failures in our clinical trials will prevent us from expanding our commercial efforts and will adversely affect our business, operating results and prospects.

Initiating and completing clinical trials necessary to support regulatory submission will be time-consuming and expensive and their outcome uncertain. Moreover, the results of early clinical trials are not necessarily predictive of future results, and any product we advance into clinical trials may not have favorable results in early or later clinical trials.

Conducting successful clinical studies could require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit. Patient enrollment in clinical trials and completion of patient participation and follow-up depend on many factors, including the size of the patient population, the nature of the trial protocol, the attractiveness of, or the discomforts and risks associated with, the treatments received by patients enrolled as subjects, the availability of appropriate clinical trial investigators, support staff, and proximity of patients to clinical sites and ability to comply with the eligibility and exclusion criteria for participation in the clinical trial and patient compliance. For example, patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and effectiveness of our products or if they determine that the treatments received under the trial protocols are not attractive or involve unacceptable risks, discomforts or expenditures. Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competitive products. In addition, patients participating in clinical trials may die before completion of the trial or suffer adverse medical events unrelated to investigational products.

Development of sufficient and appropriate clinical protocols to demonstrate safety and efficacy may be required and we may not adequately develop such protocols to support clearance and approval. Further, FDA may require us to submit data on a greater number of patients than it originally anticipated and/or for a longer follow-up period or change the data collection requirements or data analysis for any clinical trials. Delays in patient enrollment or failure of patients to continue to participate in a clinical trial may cause an increase in costs and delays in the approval and attempted commercialization of our products or result in the failure of the clinical trial. FDA may not consider our data adequate to demonstrate safety and efficacy. Such increased costs and delays or failures could adversely affect our business, operating results and prospects.

We expect to depend on clinical investigators, medical institutions, and contract research organizations (“CROs”) to perform the clinical trials. If these parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, or if the quality, completeness, or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or for other reasons, our clinical trials may have to be extended, delayed, or terminated. Many of these factors would be beyond our control. We may not be able to enter into replacement arrangements without undue delays or considerable expenditures. If there are delays in testing or approvals as a result of the failure to perform by third parties, our research and development costs would increase, and we may not be able to obtain regulatory clearance or approval for our current products and any other products we may develop. In addition, we may not be able to establish or maintain relationships with these parties on favorable terms, if at all. Each of these outcomes would harm our ability to market our current products and any other products we may develop, license, or acquire, or to achieve sustained profitability.

The results of our clinical trials may not support our product candidate claims or may result in the discovery of adverse side effects.

Even if any of our clinical trials are completed as planned, it cannot be certain that study results will support product candidate claims or that FDA or foreign regulatory authorities will agree with our conclusions regarding them. Success in pre-clinical evaluation and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that our product candidates are safe and effective for the proposed indicated uses, which could cause us to abandon a product candidate and may delay development of others. Any delay or termination of our clinical trials will delay the filing of our product submissions and, ultimately, our ability to commercialize our product candidates and generate revenues. It is also possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part of the product candidate’s profile.

If our clinical studies do not satisfy providers, payors, patients and others as to the reliability and performance of our tests, or any other product or service we may develop and seek to commercialize, we may experience reluctance or refusal on the part of physicians to order, and third-party payors to pay for, such test.

If the validity of an informed consent for a clinical trial of one of our products was to be challenged, we could be subject to fines, penalties, litigation, or regulatory sanctions, or other adverse consequences, including invalidating or requiring us to repeat clinical trials which could negatively affect our business and results of operations.

Our products are the subject of multiple clinical trials, and we anticipate they will continue to be so in the future. We have implemented measures to ensure that data and biological samples that we receive have been collected from, and any procedures that have been performed using our products have been on, subjects who have provided appropriate informed consent. We also act as a sponsor of clinical trials in connection with the development of our tests, which are frequently conducted in collaboration with different parties. We seek to receive approval from an ethical review board, or institutional review board, or “IRB,” for projects that meet the definition of “human subjects research,” which includes review and approval of processes for subject informed consent and authorization for use of personal information or waivers thereof. We could conduct clinical trials in a number of different countries. When we utilize clinical research contractor or partner with other third parties, we rely upon them to comply with the requirements to obtain the subject’s informed consent and to comply with applicable laws and regulations. The collection of data and samples in many different countries results in complex legal questions regarding the adequacy of informed consent and the status of genetic material under a large number of different legal systems. Those informed consents could be challenged and prove invalid, unlawful, or otherwise inadequate for our purposes. Any such findings against us, could force us to stop accessing or using data and samples or servicing or conducting clinical trials, which would hinder our product offerings or development. We could also become involved in legal actions, which could consume our management and financial resources.

Our business and reputation will suffer if we are unable to establish and comply with, stringent quality standards to assure that the highest level of quality is observed in the performance of our tests.

Inherent risks are involved in providing and marketing cancer detection tests and related services. Patients and HCPs rely on us to provide accurate clinical and diagnostic information that may be used to make critical healthcare decisions. As such, users of our tests may have a greater sensitivity to errors than users of some other types of products and services.

We must maintain top service standards and FDA-mandated and other quality controls. Past or future performance or accuracy defects, incomplete or improper process controls, excessively slow turnaround times, unanticipated uses of our tests, or mishandling of samples or test results (whether by us, patients, HCPs, courier delivery services or others) can lead to adverse outcomes for patients and interruptions to our services. These events could lead to voluntary or legally mandated safety alerts relating to our tests or our laboratory facilities and could result in the removal of our products and services from the market or the suspension of our laboratories’ operations. Insufficient quality controls and any resulting negative outcomes could result in significant costs and litigation, as well as negative publicity that could reduce demand for our tests and payers’ willingness to cover our tests. Even if we maintain adequate controls and procedures, damaging and costly errors may occur.

Our current products and any other products we develop that receive regulatory clearance or approval will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements.

Even after regulatory clearance or approval has been obtained for our products, the cleared or approved product and its manufacturer remain subject to continual review by FDA or non-U.S. regulatory authorities. Our cleared or approved products may be subject to limitations on the indicated uses for which the product may be marketed. Furthermore, future approvals may contain requirements for potentially costly post-marketing follow-up studies to monitor the safety and efficacy of the approved product. There is a risk that FDA may modify or withdraw the clearance or approval of a product if the results of a post-clearance or post-approval study are not satisfactory or are inconsistent with previous studies. We may rely on third parties, such as contract research organizations, medical institutions and clinical investigators to conduct any post-approval studies. We will have limited control over the activities of these third parties and any post-approval studies may be delayed or halted prior to its completion for reasons outside our control.

In addition, we and our cleared or approved products will be subject to extensive and ongoing regulatory requirements by FDA and other regulatory authorities with regard to the labeling, packaging, adverse event reporting, storage, advertising, promotion, and recordkeeping for our products. We and our contract manufacturers also will be required to comply with current good manufacturing practice, or “cGMP,” regulations regarding the manufacture of our products,

which include requirements related to quality control and quality assurance as well as the corresponding maintenance of records and documentation. Further, regulatory authorities may need to approve these manufacturing facilities before they can be used to manufacture medical devices and/or other medical products, and these facilities are subject to continual review and periodic inspections by FDA and other regulatory authorities for compliance with cGMP regulations. Operations at these facilities could be interrupted or halted if FDA or other governmental agency deems the findings of such inspections unsatisfactory.

Failure to comply with FDA or other regulatory requirements could result in fines, unanticipated compliance expenditures, recall or seizures of our products, import alerts preventing the importation of products from other countries, total or partial suspension of production or distribution, restrictions on labeling and promotion, termination of ongoing research, disqualification of data for submission to regulatory authorities, enforcement actions, injunctions and criminal prosecution. If we or a third party discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory authority may impose restrictions on that product, the manufacturer or us, including requiring recall of the product from the market or suspension of manufacturing and distribution of the product. We also may voluntarily recall a product. Any recalls could have an adverse effect on our ability to provide our products, which in turn would adversely affect our financial condition.

If we are found to be promoting the use of our devices for unapproved or “off-label” uses or engaging in other noncompliant activities, we may be subject to recalls, import alerts, seizures, fines, penalties, injunctions, adverse publicity, prosecution, or other adverse actions, resulting in damage to our reputation and business.

Our labeling, advertising, promotional materials and user training materials must comply with FDA and other applicable laws and regulations, including the prohibition of the promotion of a medical device for a use that has not been cleared or approved by FDA. Obtaining 510(k) clearance, de novo approval, or PMA approval only permits us to promote our products for the uses specifically cleared or approved by FDA. Use of a device outside its cleared or approved indications is known as “off-label” use. Physicians and consumers may use our products off-label because FDA does not restrict or regulate a physician’s choice of treatment within the practice of medicine nor is there oversight on patient use of over-the-counter devices. Although we may request additional cleared or approved indications for our current products, FDA may deny those requests, require additional expensive clinical data to support any additional indications or impose limitations on the intended use of any cleared or approved product as a condition of clearance. Even if regulatory clearance or approval of a product is granted, such clearance or approval may be subject to limitations on the intended uses for which the product may be marketed and reduce our potential to successfully commercialize the product and generate revenue from the product.

If FDA or another regulatory authority determines that our labeling, advertising, promotional materials, or user training materials, or representations made by our personnel, include the promotion of an off-label use for the medical product, or that we have made false or misleading or inadequately substantiated promotional claims, or claims that could potentially change the regulatory status of the product, the authority could take the position that these materials have misbranded our products and request that we modify our labeling, advertising, or user training or promotional materials and/or subject us to regulatory or legal enforcement actions, including the issuance of an Untitled Letter or a Warning Letter, injunction, seizure, recall, import alert, adverse publicity, civil penalties, criminal penalties, or other adverse actions. It is also possible that other federal, state, or foreign enforcement authorities might take action if they consider our labeling, advertising, promotional, or user training materials to constitute promotion of an unapproved use, which could result in significant fines, penalties, or other adverse actions under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, we could be subject to extensive fines and penalties and our reputation could be damaged and adoption of the products would be impaired. Although we intend to refrain from statements that could be considered off-label promotion of our products, FDA or another regulatory agency could disagree and conclude that we have engaged in off-label promotion. In addition, any such off-label use of our products may increase the risk of injury to patients, and, in turn, the risk of product liability claims, and such claims are expensive to defend and could divert our management’s attention and result in substantial damage awards against us.

Clinical laboratories and medical diagnostic companies are subject to extensive and frequently changing federal, state, and local laws. We could be subject to significant fines and penalties if we or our third-party laboratory partners fail to comply with these laws and regulations.

As a provider of clinical cancer detection products and services, we and our third-party laboratory partners are subject to extensive and frequently changing federal, state, and local laws and regulations governing various other aspects of our business. In particular, the clinical laboratory industry is subject to significant governmental certification and licensing regulations, as well as federal and state laws regarding:

•        test ordering and billing practices;

•        marketing, sales and pricing practices;

•        health information privacy and security, including the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and comparable state laws;

•        insurance;

•        anti-markup legislation; and

•        consumer protection.

We are also required to comply with FDA regulations, including with respect to our labeling and promotion activities. In addition, advertising of our tests is subject to regulation by the Federal Trade Commission, or FTC, and advertising of laboratory services is regulated by certain state laws. Violation of any FDA requirement could result in enforcement actions, such as seizures, injunctions, civil penalties and criminal prosecutions, and violation of any FTC or state law requirement could result in injunctions and other associated remedies, all of which could have a material adverse effect on our business. Most states also have similar regulatory and enforcement authority for devices. Additionally, most foreign countries have authorities comparable to FDA and processes for obtaining marketing approvals. Obtaining and maintaining these approvals, and complying with all laws and regulations, may subject us to similar risks and delays as those we could experience under FDA, FTC and state regulation. We incur various costs in complying and overseeing compliance with these laws and regulations.

Healthcare policy has been a subject of extensive discussion in the executive and legislative branches of the federal and many state governments and healthcare laws and regulations are subject to change. Development of the existing commercialization strategy for our current products has been based on existing healthcare policies. We cannot predict what additional changes, if any, will be proposed or adopted or the effect that such proposals or adoption may have on our business, financial condition and results of operations.

If we or our partners fail to comply with these laws and regulations, we could incur significant fines and penalties, and our reputation and prospects could suffer. Additionally, any such partners could be forced to cease offering our products and services in certain jurisdictions, which could materially disrupt our business.

Many aspects of our business, beyond the specific elements described above are subject to complex, intertwined, costly and/or burdensome federal health care laws and regulations which may open to interpretation and be subject to varying levels of discretionary enforcement. If we fail to comply with these laws and regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected.

Even though we do not and do not expect to control referrals of healthcare services or bill directly to Medicare, Medicaid or other third-party payors, certain federal and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights are and will be applicable to our business. We could be subject to healthcare fraud and abuse and patient privacy regulation by both the federal government and the states in which we conduct our business. The regulations that may affect our ability to operate include, without limitation:

•        the federal healthcare program Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving, or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs;

•        the U.S. Foreign Corrupt Practices Act, or “FCPA,” which prohibits payments or the provision of anything of value to foreign officials for the purpose of obtaining or keeping business;

•        the federal False Claims Act, or “FCA,” which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government, and which may apply to entities like us which provide coding and billing advice to customers;

•        federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

•        the federal transparency requirements under the Health Care Reform Law requires manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to physician payments and other transfers of value and physician ownership and investment interests;

•        the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information, and

•        state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.

The Patient Protection and Affordable Care Act, as amended by the health Care and Education Affordability Reconciliation Act, or “PPACA,” among other things, amends the intent requirement of the Federal Anti-Kickback Statute and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the PPACA provides that the government may assert that a claim including items or services resulting from a violation of the Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.

In 2018, Congress passed Eliminating Kickbacks in Recovery Act, or “EKRA,” as part of the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act. Similar to the Anti-Kickback Statute, EKRA imposes criminal penalties for knowing or willful payment or offer, or solicitation or receipt, of any remuneration, whether directly or indirectly, overtly or covertly, in cash or in kind, in exchange for the referral or inducement of laboratory testing (among other healthcare services) unless a specific exception applies. However, unlike the Anti-Kickback Statute, EKRA is not limited to services covered by federal or state healthcare programs but applies more broadly to services covered by “healthcare benefit programs,” including commercial insurers. As currently drafted, EKRA potentially expands the universe of arrangements that could be subject to government enforcement under federal fraud and abuse laws. In addition, while the Anti-Kickback Statute includes certain exceptions that are widely relied upon in the healthcare industry, not all of those same exceptions apply under EKRA. Because EKRA is a relatively new law, there is no agency guidance or court precedent to indicate how and to what extent it will be applied and enforced. We cannot assure you that our relationships with HCPs, sales representatives, hospitals, customers, or any other party will not be subject to scrutiny or will survive regulatory challenge under EKRA.

Recently, the medical device industry has been under heightened scrutiny as the subject of government investigations and regulatory or legal enforcement actions involving manufacturers who allegedly offered unlawful inducements to potential or existing customers in an attempt to procure their business, including arrangements with physician consultants. If our operations or arrangements are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs and the curtailment or restructuring of our operations. Any penalties, damages, fines, exclusions, curtailment or restructuring of our operations could adversely affect our ability to operate our business and our financial results. The risk of us being found in violation of these laws is increased by the fact that many of these laws are broad and their provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if we successfully defend against that action and the underlying alleged violations, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If the physicians or other providers or entities with whom we do business are found to be non-compliant with applicable laws, they may be subject to sanctions, which could also have a negative impact on our business. Moreover, achieving and sustaining compliance with applicable federal and state privacy, security and fraud laws may prove costly.

The regulations that govern pricing and reimbursement for new products vary widely from country to country, and may adversely affect the pricing, coverage and reimbursement rates of our products in other countries.

The regulations that govern pricing and reimbursement for new products vary widely from country to country. Some countries require approval of the sale price of a product before it can be marketed. In many countries, the pricing review period begins after marketing clearance or approval is granted. In some foreign markets, pricing remains subject to continuing governmental control even after initial approval is granted. As a result, we might obtain regulatory clearance or approval for a product in a particular country, but then be subject to price regulations that delay our commercial launch of the product and negatively impact the revenue we are able to generate from the sale of the product in that country. In addition, to obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product to other available therapies. Adverse pricing limitations may hinder our ability to recoup our investment in our products and any other products, tests, or services we develop, even if our products obtain regulatory approval.

Healthcare reform measures could hinder or prevent our products’ commercial success.

In the U.S., there have been, and we expect there will continue to be, ongoing legislative and regulatory changes to the healthcare system which could affect our future revenue and profitability. Federal and state lawmakers regularly propose and, at times, enact legislation that could result in significant changes to the healthcare system, some of which are intended to contain or reduce the costs of medical products and services. For example, one of the most significant healthcare reform measures in decades, the PPACA, was enacted in 2010. The PPACA contains a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement changes and fraud and abuse measures, all of which will impact existing government healthcare programs. The PPACA, among other things, also could result in the imposition of injunctions.

While the U.S. Supreme Court has repeatedly upheld the constitutionality of most elements of the PPACA, other legal challenges are still pending final adjudication in several jurisdictions. Although efforts in Congress to repeal the PPACA have repeatedly fallen short, there are a number of ongoing legislative initiatives to modify it. At this time, it remains unclear whether there will be any changes made to the PPACA. We cannot assure you that the PPACA, as currently enacted or as amended in the future, will not adversely affect our business and financial results and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform will affect our business.

In addition, other legislative changes have been proposed and adopted since the PPACA was enacted. There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at containing or lowering the cost of health care. Medicare reimbursement for all products and services, including ours, remains highly susceptible to threats of automatic reductions triggered by budgetary shortfalls. Such payments are subject to recovery of purported overpayment for several years. We cannot predict the initiatives that may be adopted in the future or their full impact. We cannot predict whether any additional legislative changes will affect our business.

The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of health care may adversely affect:

•        our ability to set a price that we believe is fair for our products;

•        our ability to generate revenue and achieve or maintain profitability; and

•        the availability of capital.

Further, changes in regulatory requirements and guidance may occur, both in the United States and in foreign countries, and we may need to amend clinical study protocols to reflect these changes. Amendments may require us to resubmit our clinical study protocols to an IRB for reexamination, which may impact the costs, timing or successful completion of a clinical study. In light of widely publicized events concerning the safety risk of certain drug and medical device products, regulatory authorities, members of Congress, the Governmental Accounting Office, medical professionals and the general public have all raised concerns about potential safety issues. These events have resulted in the recall and withdrawal of medical device products, revisions to product labeling that further limit use of products and establishment of risk management programs that may, for instance, restrict distribution of certain products or require safety surveillance or patient education. The increased attention to safety issues may result in a more cautious approach by FDA or other regulatory authorities to clinical studies and the medical device clearance or approval process. Adverse event data from clinical studies may receive greater scrutiny with respect to product safety, which

may make FDA or other regulatory authorities more likely to terminate or suspend clinical studies before completion, or require longer or additional clinical studies that may result in substantial additional expense and a delay or failure in obtaining approval or approval for a more limited indication than originally sought.

Given the serious public health risks of high profile adverse safety events with certain products, FDA or other regulatory authorities may require, as a condition of approval, costly risk evaluation and mitigation strategies, which may include safety surveillance, restricted distribution and use, patient education, enhanced labeling, special packaging or labeling, expedited reporting of certain adverse events, preapproval of promotional materials and restrictions on direct-to-consumer advertising.

We face uncertainty related to healthcare reform, pricing, coverage, and reimbursement, which could reduce our revenue.

Healthcare reform laws, including the PPACA and PAMA, are significantly affecting the U.S. healthcare and medical services industry. Recently passed legislation and possible future legal and regulatory changes, including potential repeal or modification of the PPACA, or approval of health plans that allow lower levels of coverage for preventive services, could substantially change the structure and finances of the health insurance system and the methodology for reimbursing medical services, drugs and devices, including our current and future products and services. Healthcare reforms, which may intend to reduce healthcare costs, may have the effect of discouraging third-party payors from covering certain kinds of medical products and services, particularly newly developed technologies, such as our current products, or any other products or services we develop. We cannot predict whether future healthcare reform initiatives will be implemented at the federal or state level or the effect any such future legislation or regulation will have on us. The taxes imposed by new legislation, cost reduction measures and the expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us, which may adversely affect our business, financial condition and results of operations.

Because Medicare currently covers a significant portion of the patients in the current targeted screening population for our products, any reduction in the CMS reimbursement rate for our products would negatively affect our revenues and our business prospects. There can be no assurance under PAMA that adequate CMS reimbursement rates will initially be assigned or will continue to be assigned to our tests. Further, it is possible that Medicare or other federal payors that provide reimbursement for our tests in the future may later suspend, revoke or discontinue coverage at any time, may require co-payments from patients, or may reduce the reimbursement rates payable to us. Any such action could have a negative impact on our revenues.

Our products may cause serious adverse side effects or even death or have other properties that could delay or prevent their regulatory clearance or approval, limit the commercial desirability of an approved label or result in significant negative consequences following any marketing clearance or approval.

All clinical trials have a substantial risk of failing to meet their safety or effectiveness endpoints. It is impossible to predict when or if our current products, or any other products we develop, license or acquire will prove safe and effective and receive regulatory approval. Undesirable side effects caused by any products we are developing could cause us or regulatory authorities to interrupt, delay or halt any required clinical trials. They could also result in a more restrictive label or the delay or denial of regulatory clearance or approval by FDA or other comparable foreign regulatory authority.

Additionally, after receipt of marketing clearance or approval of any products we may develop, if we or others later identify undesirable side effects or even deaths caused by such products, a number of potentially significant negative consequences could result, including:

•        we may be forced to recall such product and suspend the marketing of such product;

•        FDA may issue an Import Alert preventing the importation of a product into the United States from another country;

•        regulatory authorities may withdraw their clearance or approval of such product;

•        regulatory authorities may require additional warnings on the label that could diminish the usage or otherwise limit the commercial success of such products;

•        FDA or other regulatory bodies may issue safety alerts, Dear Healthcare Provider letters, press releases or other communications containing warnings about such product;

•        FDA may require the establishment or modification of Risk Evaluation Mitigation Strategies, or a comparable foreign regulatory authority may require the establishment or modification of a similar strategy that may, for instance, restrict distribution of our products and impose burdensome implementation requirements on us;

•        we may be required to change the way the product is administered or conduct additional clinical trials;

•        we could be sued and held liable for harm caused to subjects or patients;

•        we may be subject to litigation or product liability claims; and

•        our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of the particular product.

Our medical products may in the future be subject to product recalls that could harm our reputation, business, and financial results.

FDA has the authority to request and/or require the recall of commercialized medical products in the event of material deficiencies or defects in design or manufacture. Manufacturers may, under their own initiative, recall a product if any material deficiency in a medical product is found. A government-mandated or voluntary recall by us or one of our distributors could occur as a result of component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our financial condition and results of operations. FDA requires that certain classifications of recalls be reported to FDA within ten working days after the recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to FDA. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of FDA. If FDA disagrees with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect its sales. In addition, FDA could take enforcement action for failing to report the recalls when they were conducted. No recalls of our medical products have been reported to FDA.

Our medical products may in the future be subject to import alerts.

FDA has the authority to place products and companies on an import alert if the Agency believes that there has been a violation of FDA laws and/or regulations. Import alerts allow FDA to detain future shipments from another country without testing or otherwise physically examining them. If a company on an import alert attempts to import product, or if a product on an import alert is nonetheless offered for import, the product will be detained and refused entry into the U.S. unless the importer can demonstrate to FDA that the product and/or company is not in violation of FDA laws and regulations.

If our medical products cause or contribute to a death or a serious injury, or malfunction in certain ways, we will be subject to medical device or drug reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.

Under FDA medical device reporting regulations, medical device manufacturers are required to report to FDA information that a device has or may have caused or contributed to a death or serious injury or has malfunctioned in a way that would likely cause or contribute to death or serious injury if the malfunction of the device or one of our similar devices were to recur. Similarly, under FDA drug reporting regulations, drug manufacturers are required to submit to FDA information that a drug has or may have caused an unanticipated experience or side effect that places a patient at risk of, or results in, death or serious injury. If we fail to report these events to FDA within the required timeframes, or at all, FDA could take enforcement action against us. Any such adverse event involving our products also could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation and financial results.

Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of our products.

We face an inherent risk of product liability exposure related to the sale of certain of our products and any other products we develop. The marketing, sale and use of our products could lead to the filing of product liability claims against us if someone alleges product failures, product malfunctions, manufacturing flaws, or design defects resulted

in injury to patients. We may also be subject to liability for a misunderstanding of, or inappropriate reliance upon, the information we provide. If we cannot successfully defend ourselves against claims that a product we developed caused injuries, we may incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

•        decreased demand for our products;

•        injury to our reputation and significant negative media attention;

•        withdrawal of patients from clinical studies or cancellation of studies;

•        significant costs to defend the related litigation and distraction to our management team;

•        substantial monetary awards to patients;

•        loss of revenue; and

•        the inability to commercialize any products that we may develop.

In addition, insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

Compliance with the HIPAA security, privacy and breach notification regulations may increase our costs.

The HIPAA privacy, security and breach notification regulations, including the expanded requirements under HITECH, establish comprehensive federal standards with respect to the uses and disclosures of protected health information, or “PHI,” by health plans, HCPs and healthcare clearinghouses, in addition to setting standards to protect the confidentiality, integrity and security of PHI. The regulations establish a complex regulatory framework on a variety of subjects, including:

•        the circumstances under which uses and disclosures of PHI are permitted or required without a specific authorization by the patient, including but not limited to treatment purposes, activities to obtain payments for our services, and our healthcare operations activities;

•        a patient’s rights to access, amend and receive an accounting of certain disclosures of PHI;

•        requirements to notify individuals if there is a breach of their PHI;

•        the contents of notices of privacy practices for PHI;

•        administrative, technical and physical safeguards required of entities that use or receive PHI; and

•        the protection of computing systems maintaining electronic PHI.

We have implemented practices intended to meet the requirements of the HIPAA privacy, security and breach notification regulations, as required by law. We are required to comply with federal privacy, security and breach notification regulations as well as varying state privacy, security and breach notification laws and regulations, which may be more stringent than federal HIPAA requirements. In addition, for healthcare data transfers from other countries relating to citizens of those countries, we must comply with the laws of those countries. The federal privacy regulations restrict our ability to use or disclose patient identifiable data, without patient authorization, for purposes other than payment, treatment, healthcare operations and certain other specified disclosures such as public health and governmental oversight of the healthcare industry.

HIPAA provides for significant fines and other penalties for wrongful use or disclosure of PHI, including potential civil and criminal fines and penalties. Computer networks are always vulnerable to breach and unauthorized persons may in the future be able to exploit weaknesses in the security systems of our computer networks and gain access to PHI. Additionally, we share PHI with third-parties who are legally obligated to safeguard and maintain the confidentiality of PHI. Unauthorized persons may be able to gain access to PHI stored in such third-parties computer networks. Any wrongful use or disclosure of PHI by us or such third-parties, including disclosure due to data theft or unauthorized access to our or our third-parties computer networks, could subject us to fines or penalties that could adversely affect our business and results of operations. Although the HIPAA statute and regulations do not expressly provide for a private right of damages, we could also incur damages under state laws to private parties for the wrongful use or disclosure of confidential health information or other private personal information.

Our employees, independent contractors, consultants, commercial partners, and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk of fraud, misconduct, or other illegal activity by our employees, independent contractors, consultants, commercial partners, and vendors. Misconduct by these parties could include intentional, reckless and negligent conduct that fails to: comply with the rules and regulations of the CMS, FDA, and other comparable foreign regulatory authorities; provide true, complete and accurate information to such regulatory authorities; comply with manufacturing and clinical laboratory standards; comply with healthcare fraud and abuse laws in the United States and similar foreign fraudulent misconduct laws; or report financial information or data accurately or to disclose unauthorized activities to us. In particular, research, sales, marketing, education, and other business arrangements in the healthcare industry are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing, and other abusive practices, as well as off-label product promotion. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, educating, marketing and promotion, sales and commission, certain customer incentive programs, and other business arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of participant recruitment for clinical studies, which could result in regulatory sanctions and cause serious harm to our reputation. We have adopted a code of business conduct and ethics, but it is not always possible to identify and deter misconduct by employees and third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions. Even if it is later determined after an action is instituted against us that we were not in violation of these laws, we may be faced with negative publicity, incur significant expenses defending our actions, and have to divert significant management resources from other matters.

Industry And Market Risk

We face intense competition in the biotechnology and pharmaceutical industries.

The biotechnology and pharmaceutical industries are intensely competitive. We face direct competition from U.S. and foreign companies focusing on cancer blood tests and pharmaceutical products, which are rapidly evolving. Our competitors include major multinational diagnostic and pharmaceutical companies, specialized biotechnology firms, and universities and other research institutions. Many of these competitors have greater financial and other resources, larger research and development staffs, and more effective marketing and manufacturing organizations than we do. In addition, academic and government institutions are increasingly likely to enter into exclusive licensing agreements with commercial enterprises, including our competitors, to market commercial tests or products based on technology developed at such institutions. Our competitors may succeed in developing or licensing technologies, tests, and products that are more effective or less costly than ours or succeed in obtaining College of American Pathologists (“CAP”)/Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) validation or FDA or other regulatory approvals for diagnostic test and medical product candidates before we do. Acquisitions of, or investments in, competing diagnostic, pharmaceutical, or biotechnology companies by large corporations could increase such competitors’ financial, marketing, manufacturing, and other resources.

Our ExoLens product faces significant competition in the glaucoma and dry eye syndrome treatment markets from the following:

The market for our proposed tests and products is competitive and rapidly changing, and new cancer detection technologies which may be developed by others could impair our ability to maintain and grow our business and remain competitive.

The cancer detection, pharmaceutical, and biotechnology industries are subject to rapid and substantial technological change. Developments by others may render our proposed tests or products noncompetitive or obsolete, or we may be unable to keep pace with technological developments or other market factors. Technological competition from diagnostic, pharmaceutical and biotechnology companies, universities, governmental entities, and others diversifying into the field is intense and is expected to increase.

As a company engaged in the development of cancer detection technology with limited revenue generated to date, our resources are limited, and we may experience technical challenges inherent in such technologies. Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competition. Some of these technologies may have an entirely different approach or means of accomplishing similar diagnostic efficacy compared to our proposed tests or products. Our competitors may develop cancer detection technologies that are more effective or less costly than our proposed tests or products and therefore present a serious competitive threat.

The potential widespread acceptance of cancer blood tests or therapies that are alternatives to ours may limit market acceptance of our proposed tests or products, even if commercialized. Many of our targeted diseases and conditions can also be detected by other tests or treated by other medications. These tests and treatments may be widely accepted in medical communities and have a longer history of use. The established use of these competitive technologies may limit the potential for our technologies, formulations, tests, and products to receive widespread acceptance if commercialized.

Negative developments in the field of exosomes could damage public perception of any product candidates that we develop, which could adversely affect our ability to conduct our business or obtain regulatory approvals for such product candidates.

Exosome therapeutics are novel and unproven therapies, with no exosome therapeutic approved to date. Exosome therapeutics may not gain the acceptance of the public or the medical community. To date, other efforts to leverage natural exosomes have generally demonstrated an inability to generate exosomes with predictable biologically active properties or to manufacture exosomes at suitable scale to treat more than a small number of patients. Some studies used natural exosomes without an intended or understood mechanism of action or pharmacology. Other studies included payloads but generated inconclusive results. Our success will depend on our ability to demonstrate that our exosomes can overcome these challenges.

If one of our current or future product candidates is unable to successfully target a certain cell type or pathway and establish proof of concept in a certain disease, it may indicate that we will not be able to apply our technology to other diseases mediated by that cell type or pathway. This may also indicate a decrease in the probability of our success for other targets using the same modality in the same or different cell types, as well as for our engineered exosome approach more generally. Such failures could negatively affect the public or medical community’s perception of our technology and exosome therapeutics in general.

Additionally, our success will depend upon physicians who specialize in the treatment of diseases targeted by our product candidates, if approved, prescribing testing or treatments that involve the use of our product candidates, if cleared or approved, in lieu of, or in addition to, existing treatments with which they are more familiar and for which greater clinical data may be available. Adverse events in clinical trials of our product candidates or in clinical trials of others developing similar products and the resulting publicity, as well as any other adverse events in the field of exosome therapeutics, could result in a decrease in demand for any product that we may develop. These events could also result in the suspension, discontinuation, or clinical hold of, or modification to, our clinical trials. Any future negative developments in the field of exosomes and their use as therapies could also result in greater governmental regulation, stricter labeling requirements and potential regulatory delays in the testing or approvals of our product candidates. Any increased scrutiny could delay or increase the costs of obtaining marketing approval for any of our product candidates.

Risks Related to Taiwan

Your investment may be adversely affected by political considerations relating to Taiwan.

Taiwan has a unique international political status. The People’s Republic of China (“PRC”) claims that Taiwan is part of China. Although significant economic and cultural relations have been established during recent years between Taiwan and the PRC, relations have often been strained. The PRC government has refused to renounce the use of military force to gain control over Taiwan. Furthermore, the PRC government passed an Anti-secession Law in March 2005, which authorizes non-peaceful means and other necessary measures should Taiwan move to gain independence from the PRC. Relations between the PRC and Taiwan have at times been strained. Strained relations could result in future military actions or economic sanctions or other disruptive activities undertaken by either government. Past tensions between them have on occasion depressed the market prices of the securities of companies in Taiwan. As the headquarters of our major subsidiary (i.e., Yong Ding Biopharm Co., Ltd.) is based in Taiwan, relations between Taiwan and the PRC and other factors affecting military, political or economic conditions in Taiwan could materially and adversely affect our financial condition and results of operations. There can be no assurance that the present tensions will not worsen, which could have a significant adverse impact on our financial condition, results of operations and future prospects.

The imposition of foreign exchange restrictions may have an adverse effect on the Company’s ability to repatriate the dividends.

Apart from trade-related or service-related foreign exchange transactions, Taiwanese companies may, without foreign exchange approval, remit foreign currency of up to US$100 million (or its equivalent) to and from Taiwan (or such other amount as determined by the Central Bank of the Republic of China (Taiwan) from time to time at its discretion in consideration of the economic and financial conditions of Taiwan) in each calendar year. The above limits apply to remittances involving either a conversion of NT dollars into a foreign currency or a conversion of foreign currency into NT dollars.

Taiwan government may impose further foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. There can be no assurance that these restrictions, if imposed, will not adversely affect, among other things, the Company’s ability to repatriate its and/or its subsidiary’s funds in Taiwan, which may in turn limit our ability to receive and use our revenue effectively.

Due to our major subsidiary’s location in Taiwan, natural disasters and other events outside of our control may seriously disrupt our business operations.

Taiwan is vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, nuclear and radiation accidents, power loss, telecommunications failures, break-ins, wars, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures or internet failures, which could cause, including but not limit to, the damage or destruction of real or personal property, the loss or corruption of data or malfunctions of software or hardware, disruption of our major subsidiary’s business operation, interruption of ongoing development of the biopharmaceutical products as well as adversely affect our business. Although we have not been adversely affected in the past by natural disasters and other calamities, natural disasters and other events outside of our control in Taiwan in the future could seriously disrupt our business operations.

You may not be able to enforce a judgment of a foreign court in Taiwan.

Our major subsidiary (i.e., Yong Ding Biopharm Co., Ltd.) is a company limited by shares and incorporated under the Taiwan Company Act. Also, all our directors and management are located in Taiwan, and a certain portion of our assets and the assets of such persons are located in Taiwan. As a result, it may be difficult for investors to enforce judgments obtained outside Taiwan against us, our major subsidiary or such persons in Taiwan, including those predicated upon the civil liability provisions of the federal securities laws of the United States.

Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert NTD into foreign currencies and, if NTD were to decline in value, reducing our revenues and profits in U.S. dollar terms.

Our reporting currency is the U.S. dollar and our operations in Taiwan uses the New Taiwan Dollar as the functional currencies. The majority of our revenues derived and expenses incurred are in NTD. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. For example, the value of the NTD depends to a large extent on Taiwanese government policies, domestic and international economic and political developments as well as supply and demand in the local market.

Any further economic downturn or decline in the growth of the population in Taiwan may materially and adversely affect YD BioPharma’s financial condition, results of operations and prospects.

YD Biopharma conducts most of our operations and generates most of our revenues in Taiwan. As a result, any decline in the Taiwan economy or a decline in the growth of the population in Taiwan may materially and adversely affect their financial condition, results of operations and prospects. For example, the global slowdown in technology expenditures has from time to time adversely affected the Taiwan economy, which is highly dependent on the technology industry. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading economies. There have also been concerns over unrest in the Middle East, Africa and Ukraine, which has resulted in higher oil prices and significant market volatility.

As the Company’s business is significantly dependent on economic growth, any uncertainty or further deterioration in economic conditions could have a material adverse effect on the Company’s financial condition and results of operations. YD Biopharma cannot assure that economic conditions in Taiwan will continue to improve in the future or that our business and operations will not be materially and adversely affected by deterioration in the Taiwan economy.

Uncertainties about the “trade war” between the United States and Mainland China may materially and adversely affect our results of operations.

Changes in U.S. trade policy could trigger retaliatory actions by affected countries, e.g., Mainland China, resulting in ‘trade wars,’ increased costs for goods imported into the United States, which may reduce customer demand for these products if the parties having to pay tariffs increase their prices, or trading partners limiting their trade with the United States. While we do not currently sell any products in the United States, if any of these consequences are realized, thus decreasing the demands from our customers or increasing the price quoted by our suppliers, such change may materially and adversely affect our future results of operations.

Risks Related to the Business Combination and Pubco

The historical consolidated financial results of YD Biopharma and the unaudited pro forma combined financial information included in this proxy statement/prospectus may not be indicative of what Pubco’s actual financial position or results of operations would have been had the Business Combination occurred as of the dates presented or will be in the future.

The historical consolidated financial results of YD Biopharma included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows YD Biopharma would have achieved as a standalone public company during the periods presented or those Pubco will achieve in the future. This is primarily the result of the following factors: (i) Pubco will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) Pubco’s capital structure will be different from that reflected in YD Biopharma’s historical consolidated financial statements. Pubco’s financial condition and future results of operations could be materially different from amounts reflected in YD Biopharma’s historical consolidated financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare Pubco’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what YD Biopharma’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated or those Pubco will achieve in the future. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Pubco’s expected management team as of Closing has limited experience in operating a public company.

Some of Pubco’s executive officers have limited experience in the management of a publicly traded company. Therefore, Pubco’s management team may not successfully or effectively manage YD Biopharma’s transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of Pubco. Pubco may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for Pubco to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that Pubco will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

Pubco will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance activities.

As a public company, Pubco will incur significant legal, accounting and other expenses that YD Biopharma did not incur as a private company, and these expenses may increase even more after Pubco is no longer an “emerging growth company” under the U.S. securities laws. Pubco will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as current and future rules adopted by the SEC and Nasdaq. Pubco’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Pubco expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Pubco’s net loss. For example, Pubco expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Pubco cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Pubco to attract and retain qualified persons to serve on its board of directors, its board of advisors or as executive officers.

Pubco’s ability to successfully operate the business after consummation of the Business Combination will be largely dependent upon the efforts of certain key personnel of YD Biopharma.

Breeze’s ability to successfully effect the Business Combination, and Pubco’s and YD Biopharma’s ability to successfully operate the business thereafter, is dependent upon the efforts of key personnel including product development and engineering staff of YD Biopharma. It is possible that YD Biopharma will lose some of such key personnel, which could negatively impact the operations and profitability of Pubco (as the parent of YD Biopharma). Although YD Biopharma anticipates that all of its senior management will remain in place following the Business Combination, the loss of such key personnel could negatively impact the operations and profitability of Pubco and its financial condition could suffer as a result.

Following the Business Combination, YD Biopharma’s founders, directors and executive officers may be among Pubco’s largest shareholders.

Following the closing of the Business Combination, YD Biopharma’s founders, directors and executive officers own and/or control a significant percentage of Pubco and can exert significant control over Pubco’s business and affairs. Additionally, the holdings of Pubco’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in Pubco. The interests of such persons may potentially differ from the interests of Pubco’s other shareholders. As a result, in addition to their board seats and offices, such persons will have significant

influence over and control over all corporate actions requiring shareholder approval, irrespective of how Pubco’s other shareholders, including purchasers in the offering, may vote, including with respect to the following actions: to elect or remove Pubco’s directors; to amend or prevent amendment of the Proposed Charter; to effect or prevent a merger, sale of assets or other corporate transaction; and to control the outcome of any other matter submitted to Pubco’s shareholders for vote. Such persons’ ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of Pubco, which in turn could reduce Pubco’s share price or prevent Pubco’s shareholders from realizing a premium over Pubco’s share price.

Following the completion of the Business Combination, Pubco will still require substantial additional funding to finance its operations, but adequate additional financing may not be available when it needs it, on acceptable terms or at all.

Prior to the Business Combination, YD Biopharma financed its operations and capital expenditures primarily through funding from private sources. Following the Closing, Pubco could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and Pubco’s failure to raise capital when needed could harm its business. For example, the U.S.’s new tariffs and increases to existing tariffs may result in significant disruption and volatility of global financial markets that could adversely impact Pubco’s ability to access capital. Pubco may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If Pubco sells any such securities in subsequent transactions, our current investors may be materially diluted. Any additional debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, or at all, we may not be able to maintain or grow our business or respond to competitive pressures.

Breeze was delisted from the Nasdaq and there can be no assurance that the Pubco Ordinary Shares and the Pubco Warrants (including the Pubco Ordinary Shares underlying the Pubco Warrants) will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that Pubco will be able to comply with the continued listing standards of Nasdaq.

In May 2024, Breeze Common Stock was delisted from the Nasdaq and currently trades on the OTCQX tier of the OTC Markets Group Inc. (the “OTCQX”), a market that is not nationally recognized, under the symbol “BRZH.” The Merger Agreement was entered into after Breeze was delisted. The delisting was not a material consideration in the context of negotiations, however a standard closing condition that Pubco Ordinary Shares and Pubco Warrants be listed on the Nasdaq was included in the Merger Agreement.

Pubco’s eligibility for listing may depend on, among other things, the number of shares of Breeze Common Stock that are redeemed in connection with the Business Combination. Pubco intends to apply for the listing of the Pubco Ordinary Shares and Pubco Warrants (including the Pubco Ordinary Shares issuable upon exercise of Pubco Warrants) on Nasdaq. If Nasdaq denies Pubco’s application for failure to meet the listing standards, the parties will not be obligated to consummate the Business Combination. If Breeze and YD Biopharma both waive the closing condition and agree to consummate the Business Combination notwithstanding Nasdaq’s failure to approve Pubco’s listing application, Pubco and its shareholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Pubco Ordinary Shares and Pubco Warrants;

•        reduced liquidity for its securities;

•        a determination that Pubco Ordinary Shares are a “penny stock,” which will require brokers trading Pubco Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for those shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts U.S. states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Pubco Ordinary Shares and Pubco Warrants are listed on Nasdaq, they will be covered securities. Although the states are preempted from regulating the sale of Pubco’s securities, the federal statute does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then states can regulate or bar the sale of covered securities in a particular case. While Pubco is not aware of a state, other than the State of Idaho, having used these

powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if the Pubco Ordinary Shares are not listed on Nasdaq, they would not be covered securities, and Pubco would be subject to regulation in each state in which it offers its securities.

A market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Pubco’s securities may fluctuate significantly due to the market’s reaction to the Business Combination, the performance of Pubco’s business and general market and economic conditions. An active trading market for Pubco’s securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, if Pubco’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the securities may be more limited than if they were quoted or listed on Nasdaq or another national securities exchange. Holders of Pubco Ordinary Shares or Pubco Warrants may be unable to sell their securities unless a market can be established or sustained.

If the Redemption Limitation Amendment Proposal is approved and the parties to the Merger Agreement waive the closing condition contained therein that requires Breeze to have at least $5,000,001 of net tangible assets upon the Closing, the Business Combination may be consummated even if the Breeze Common Stock would be a “penny stock” upon the Closing.

If approved, the Redemption Limitation Amendment would remove the limitation that Breeze may not redeem Breeze Common Stock in an amount that would cause Breeze’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The purpose of the Redemption Limitation is to ensure that Breeze would not be subject to the “penny stock” rules of the SEC as long as it adhered to the Redemption Limitation, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). However, because the NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, Breeze recommended that stockholders remove the Redemption Limitation from Breeze’s Amended and Restated Certificate of Incorporation because Breeze could rely on another exclusion which relates to the Pubco Ordinary Shares being listed on Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). For so long as the Pubco Ordinary Shares remain listed on Nasdaq, the Pubco Ordinary Shares would not be deemed to be a “penny stock” under the Exchange Rule. Another exclusion from the “penny stock” rule that Breeze could potentially rely on after the Closing is the requirement that the Pubco Ordinary Shares have a price of $5.00 or more (the “$5.00 Price Rule”). However, we cannot assure you that the Pubco Ordinary Shares will be listed on Nasdaq at the Closing or that the Pubco Ordinary Shares would comply with the $5.00 Price Rule.

If the Redemption Limitation Amendment Proposal is approved and the parties to the Merger Agreement waive the closing condition contained therein that requires Breeze to have at least $5,000,001 of net tangible assets upon the Closing and Breeze has less than $5,000,001 of net tangible assets upon the Closing, such that it does not meet the NTA Rule, if the Pubco Ordinary Shares are not listed on Nasdaq or another national securities exchange, either due to the Pubco Ordinary Shares not being approved for listing or due to a subsequent delisting of the Pubco Ordinary Shares, such that it does not satisfy the Exchange Rule, if the trading price of the Pubco Ordinary Shares is less than $5.00, such that it does not meet the $5.00 Price Rule, and if no other exclusion from the “penny stock” rules apply, then we expect that the Pubco Ordinary Shares would be a “penny stock” upon Closing. If the parties consummate the Business Combination at a time when the Pubco Ordinary Shares are a “penny stock,” such event will require brokers trading in Pubco Ordinary Shares to adhere to more stringent rules. For example, brokers trading in Pubco Ordinary Shares would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. If the Pubco Ordinary Shares are considered “penny stock,” these disclosure requirements may have the effect of reducing the trading activity in the secondary market for the Pubco Ordinary Shares. The penny stock rules are burdensome

and may reduce purchases of any offerings and reduce the trading activity for Pubco Ordinary Shares. If the Pubco Ordinary Shares are subject to the penny stock rules, the holders of such Pubco Ordinary Shares may find it more difficult to sell their shares.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Pubco, its business, or its market, or if they adversely change their recommendations regarding Pubco Ordinary Shares, then the price and trading volume of Pubco Ordinary Shares could decline.

The trading market for Pubco Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about Pubco, its business, its market, or its competitors. Securities and industry analysts do not currently publish research on Breeze, and they may never publish research on Pubco. If no securities or industry analysts commence coverage of Pubco, Pubco Share price and trading volume would likely be negatively impacted. If any of the analysts who may cover Pubco change their recommendation regarding Pubco Ordinary Shares adversely, or provide more favorable recommendations about Pubco’s competitors, the price of Pubco Ordinary Shares would likely decline. If any analyst who may cover Pubco were to cease coverage or fail to regularly publish reports, Pubco could lose visibility in the financial markets, which could cause the Pubco Share price or trading volume to decline.

The JOBS Act permits “emerging growth companies” like Pubco to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

Pubco currently qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. Within this frame, YD Biopharma takes advantage of exemptions from certain reporting requirements, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, which are applicable to other public companies for as long as it continues to be an emerging growth company. This factor may prevent Pubco stockholders from accessing certain information they deem important. Pubco expects to remain an emerging growth company until at least December 31, 2030.

In addition, Section 107 of the JOBS Act provides that as long as a company qualifies as an emerging growth company, it may take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. While the JOBS Act provides that a company can chose to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, opting out is irrevocable. Pubco expects to avail itself of this extended transition period, so when a standard is issued or revised, Pubco can adopt the new or revised standard at the time private companies do so. This practice may prevent making a proper comparison of Pubco financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period.

Pubco cannot predict if these exemptions will make its shares less attractive to investors. If some investors find the Pubco Ordinary Shares less attractive, it may decrease share price and increase volatility. Pubco does not expect to qualify as an emerging growth company after the last day of the fiscal year in which the Business Combination is consummated and may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act.

YD Biopharma is subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on YD Biopharma’s team members and third parties may have an adverse effect on YD Biopharma. These uncertainties may impair YD Biopharma’s ability to retain and motivate key personnel and could cause third parties that deal with YD Biopharma to defer entering into contracts or making other decisions or seek to change existing business relationships. If key team members depart because of uncertainty about their future roles and the potential complexities of the Business Combination, YD Biopharma’s business could be harmed.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS) or is ultimately prohibited.

None of the members of the Company’s sponsor group is, is controlled by, or has substantial ties with a foreign person and therefore, we believe, will not be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS). However, our initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing the Transaction.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by September 26, 2025, or such later date that may be approved by our shareholders, such as the Extended Date, because the review process extends beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidated as of the Breeze Record Date, our public shareholders would only receive $12.30 per share, after taking into account any interest earned on IPO proceeds held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If the net proceeds of the Breeze IPO and the sale of the Private Placement Warrants not being held in the trust account are insufficient, Breeze may not be able to complete the Business Combination.

As more fully described in Note 1 to Breeze’s financial statements included in this proxy statement/prospectus, there is substantial doubt about Breeze’s ability to continue as a going concern. Breeze’s management plans to address this uncertainty through consummation of the Business Combination. However, if the net proceeds of Breeze’s issuance of the Breeze Founder Shares and the sale of the Private Placement Warrants are insufficient, it could limit the amount available to fund and complete the Business Combination and Breeze will depend on loans from its Sponsor or management team to pay its franchise and income taxes and to complete the Business Combination. If Breeze is unable to obtain these loans, it may be unable to complete the Business Combination.

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In an underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the

book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Merger Agreement and the Closing. In addition, underwritten public offerings are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is often no such book of demand built up in connection with SPAC transaction and no underwriters with the responsibility of stabilizing the share price, which may result in the share price being harder to sustain after the consummation of a business combination than following an underwritten offering.

If the parties do not consummate a PIPE Financing prior to Closing, Pubco may have only a limited amount of cash with which to operate its business after the Closing.

The Merger Agreement includes a condition to closing that YD Biopharma must have closed the PIPE Financing prior to Closing. As of the date of this proxy statement/prospectus, Pubco has received commitments of $13.2 million in respect of the PIPE Financing; however, these commitments remain subject to the satisfaction of customary closing conditions. If the parties do not consummate the PIPE Financing sufficient to satisfy this condition, then Breeze would have to waive the condition in order for the Business Combination to be consummated. If Breeze were to elect to waive this condition and consummate the Business Combination without the PIPE Financing, Pubco would have only a limited amount of cash with which to operate its business after the Closing, which could prevent it from achieving its expected growth and cash flow, harm its business and financial position, and leave it with insufficient funds to pay the fees and expenses due at the Closing.

Since the Breeze Initial Stockholders will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may arise in determining whether YD Biopharma is appropriate for Breeze’s initial business combination in order to close the Business Combination.

At the Closing, Breeze’s Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Breeze’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Breeze’s behalf. Unless Breeze consummates an initial business combination, Breeze’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account, and which amount is $0 as of the Breeze Record Date. Although the amount of such expenses will vary depending on the level of redemptions of Breeze Common Stock in connection with the Business Combination, these out-of-pocket expenses are estimated to be approximately $0 if there are no redemptions, $0 if 50% of the outstanding shares of Breeze Common Stock are redeemed and $0 if the maximum amount of redemptions occur that would continue to allow Breeze to consummate the Business Combination. The financial interests of the Sponsor, executive officers and directors of Breeze may have influenced their motivation in identifying and selecting YD Biopharma for the Business Combination in order to close the Business Combination.

The Breeze Initial Stockholders and Breeze’s directors, officers, advisors or their affiliates may elect to purchase shares of Breeze Common Stock from Breeze’s stockholders, which may influence a vote on a proposed business combination and reduce the public float of Breeze’s issued and outstanding capital stock.

The Breeze Initial Stockholders and Breeze’s directors, officers, advisors or their affiliates may purchase shares of Breeze Common Stock in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Breeze Initial Stockholders or Breeze’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Breeze Holders who have already elected to exercise their redemption rights, such selling Breeze Holders would be required to revoke their prior elections to redeem their shares. In such transactions, the purchase price for Breeze Common Stock will not exceed the per-share redemption amount available to Breeze’s redeeming stockholders. In addition, the purchasers described above will waive redemption rights, if any, with respect to the Breeze Common Stock they acquire in such transactions. The purpose of such purchases could be to satisfy the certain Nasdaq listing standards at the Closing; however, such purchased shares would not be voted in favor of approving the Business Combination transaction. This may result in the completion of the Business Combination that may not otherwise have been possible.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. Further, in the event the Breeze Initial Stockholders, directors, officers, advisors or any of their respective affiliates were to purchase public shares in privately negotiated transactions from public stockholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act, including, in relevant part, through adherence to the following:

•        this proxy statement discloses the possibility that the Sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares from public stockholders outside the redemption process, along with the purpose of such purchases;

•        if the Breeze Initial Stockholders, directors, officers, advisors or any of their respective affiliates were to purchase public shares from public stockholders:

•        the Breeze Initial Stockholders or such directors, officers, advisors or affiliates would do so at a price no higher than the price offered through our redemption process;

•        such purchased shares would not be voted in favor of approving the business combination transaction;

•        the Breeze Initial Stockholders or such directors, officers, advisors or affiliates would not possess any redemption rights with respect to such purchased shares or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we would disclose in a Current Report on Form 8-K, before the Special Meeting, the following:

•        the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or any of their respective affiliates, along with the purchase price;

•        the purpose of such purchases;

•        the impact, if any, of such purchases on the likelihood that the Business Combination will be approved;

•        the identities of our selling stockholders for such purchases (if not purchased on the open market) or the nature of our stockholders (e.g., 5% stockholders) who sold to our Sponsor, directors, officers, advisors or any of their respective affiliates; and

•        the number of our shares for which we have received redemption requests pursuant to the redemption offer.

In addition, if such purchases are made, the public float of Breeze Common Stock and the number of beneficial holders of Breeze’s securities may be reduced, possibly making it difficult for Pubco to obtain the quotation, listing or trading of its securities on a national securities exchange.

The Breeze Initial Stockholders and/or their affiliates anticipate that they may identify the shareholders with whom the Breeze Initial Stockholders or Breeze’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting Breeze directly or by Breeze or its advisor’s receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with the Business Combination. If the Breeze Initial Stockholders or Breeze’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the proceeds of the Trust Account or vote against the Business Combination but only if such shares have not already been voted at the Special Meeting. The Breeze Initial Stockholders and Breeze’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and other applicable federal securities laws, including Rule 14e-5 under the Exchange Act.

Any purchases by the Breeze Initial Stockholders or Breeze’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order

for the safe harbor to be available to the purchaser. The Breeze Initial Stockholders and Breeze’s officers, directors and/or their affiliates will not make any such purchases of shares of Breeze Common Stock if the purchases violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. The Sponsor has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by Breeze within the Completion Window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Breeze for services rendered or contracted for or products sold to Breeze. If Breeze consummates a business combination, including the Transactions, on the other hand, Breeze will be liable for all such claims. Neither Breeze nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Breeze. Please see the section entitled “Information About Breeze — Redemption of Public Shares and Liquidation if no Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue the Business Combination. Each of the Breeze Initial Stockholders has an indirect economic interest in the Breeze Founder Shares and the Breeze Private Placement Warrants purchased by the Sponsor as a result of his, her or its membership interest in the Sponsor. In considering the recommendations of the Breeze Board to vote for the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus, the Breeze Holders should consider these interests.

The exercise of Breeze’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in the Breeze Holders’ best interest.

In the period leading up to Closing, events may occur that, pursuant to the Merger Agreement, would require Breeze to agree to amend the Merger Agreement, to consent to certain actions taken by YD Biopharma or to waive rights that Breeze is entitled to under, or conditions of, the Merger Agreement. Such events could arise because of a request by YD Biopharma to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on YD Biopharma’s business and would entitle Breeze to terminate the Merger Agreement. In any of such circumstances, it would be at Breeze’s discretion, acting through the Breeze Board, to grant its consent or waive those rights or conditions. The existence of the financial and personal interests of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Breeze and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Breeze does not believe there will be any material changes or waivers that Breeze’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further stockholder approval, Breeze will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on the Breeze Holders are required prior to the vote on the Business Combination Proposal.

The Breeze Holders may be held liable for claims by third parties against Breeze to the extent of distributions received by them.

If Breeze is unable to complete the Transactions or another business combination within the Completion Window, Breeze will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Breeze Holders and the Breeze Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Breeze cannot assure you that it will properly assess all claims that may potentially be brought against Breeze. As such, the Breeze Holders could potentially be liable for any claims to the extent of distributions

the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

Breeze and YD Biopharma have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Breeze if the Business Combination is not completed.

Each of Breeze and YD Biopharma has incurred and expects that it will incur significant, non-recurring costs in connection with the Business Combination and operating as a public company following the Closing. Breeze and YD Biopharma may also incur additional costs to retain key employees. Breeze and YD Biopharma will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination, which will be paid by Pubco following the Closing. Even if the Business Combination is not completed, Breeze expects to incur approximately $619,200 in expenses as of the Breeze Record Date. These expenses will reduce the amount of cash available to be used for other corporate purposes by Breeze if the Business Combination is not completed.

Even if Breeze consummates the Business Combination, there is no guarantee that the Public Breeze Warrants will ever be in the money, and they may expire worthless.

The exercise price for Breeze Public Warrants is $11.50 per share of Breeze Common Stock. There is no guarantee that the Breeze Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. If Breeze is unable to complete an initial business combination, the Breeze Public Warrants may expire worthless.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval, or Breeze or YD Biopharma may elect to terminate the Merger Agreement in certain other circumstances. See the section entitled “The Merger Agreement — Termination Rights”.

Termination of the Business Combination could negatively impact Breeze and YD Biopharma.

If the Business Combination is not completed for any reason, including as a result of the Breeze Holders or the YD Biopharma Equity Holders declining to approve the proposals required to effect the Business Combination, the ongoing business of Breeze may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Breeze would be subject to a number of risks, including the following:

•        Breeze may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        Breeze will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not it is completed; and

•        since the Merger Agreement restricts the conduct of Breeze’s businesses prior to completion of the Business Combination, Breeze may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

If the benefits of the Business Combination do not meet the expectations of investors, stockholders or financial analysts, the market price of Pubco Ordinary Shares may decline.

If the benefits of the Business Combination do not meet the expectations of investors, stockholders or securities analysts, the market price of Pubco Ordinary Shares following the Closing may decline. The market price of Pubco Ordinary Shares at the time of the Business Combination may vary significantly from the market price of Breeze’s common stock on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which the Breeze Holders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of Breeze’s securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a public market for stock relating to YD Biopharma’s business and trading in shares of Breeze’s common stock has not been active. Accordingly, the valuation ascribed to YD Biopharma’s business and Breeze’s common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination.

The trading price of Pubco Ordinary Shares following the consummation of the Business Combination may fluctuate substantially and may be lower than the current market price of Breeze’s common stock. This may be especially true for companies like Pubco with a small public float. If an active market for Breeze’s securities develops and continues, the trading price of Breeze’s securities following the consummation of the Business Combination could be volatile and subject to wide fluctuations. The trading price of Pubco Ordinary Shares following the consummation of the Business Combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Pubco’s control and may not be related to Pubco’s operating performance. These fluctuations could cause you to lose all or part of your investment in Pubco Ordinary Shares since you might be unable to sell your shares at or above the price attributed to them in the Business Combination.

During the pendency of the Business Combination, Breeze will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

During the pendency of the Business Combination, Breeze will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement, in part because of the inability of the Breeze Board to change its recommendation in connection with the Business Combination. The Merger Agreement does not permit the Breeze Board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Proposals.

Certain covenants in the Merger Agreement impede the ability of Breeze to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, Breeze may be at a disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement, due to the passage of time during which these provisions have remained in effect.

Future sales, or the perception of future sales, by Pubco stockholders in the public market following the Business Combination could cause the market price for Pubco Ordinary Shares to decline.

The sale of Pubco Ordinary Shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of Pubco Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for Pubco to sell equity securities in the future at a time and at a price that it deems appropriate.

The grant and future exercise of registration rights may adversely affect the market price of Pubco Ordinary Shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement which is described elsewhere in this proxy statement/prospectus, the Breeze Initial Stockholders can demand that Pubco register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that Pubco undertakes. In addition, following the consummation of the Business Combination, Pubco is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of Pubco.

In addition, pursuant to the subscription agreements entered into between Pubco and the PIPE Investors in connection with the PIPE Financing, Pubco is required to file a resale registration statement as soon as possible following the closing of the Transaction with effectiveness as soon as reasonably possible thereafter.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco Ordinary Shares following the completion of the Business Combination.

In addition, the Pubco Ordinary Shares reserved for future issuance under the Pubco Incentive Plan will become eligible for sale in the public market once those shares are issued.

A total of approximately 15% of the fully-diluted Pubco Ordinary Shares has been reserved for future issuance under the Pubco Incentive Plan. The compensation committee of Pubco’s board of directors may determine the exact number of shares to be reserved for future issuance under its equity incentive plan at its discretion. Pubco is expected to file one or more registration statements on Form S-8 under the Securities Act to register Pubco Ordinary Shares or securities convertible into or exchangeable for Pubco Ordinary Shares issued pursuant to the Pubco Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, Pubco may also issue its securities in connection with investments or acquisitions. The amount of Pubco Ordinary Shares issued in connection with an investment or acquisition could constitute a material portion of Pubco’s then-outstanding Ordinary Shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Pubco’s stockholders.

Because there are no current plans to pay cash dividends on Pubco Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell Pubco Ordinary Shares for a price greater than that which you paid for it.

Following the Closing, Pubco will have no direct operations and no significant assets other than its ownership interest in YD Biopharma. Pubco will depend on YD Biopharma’s business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to Pubco Ordinary Shares. The earnings from, or other available assets of, YD Biopharma’s business may not be sufficient to pay dividends or make distributions or loans to enable Pubco to pay any dividends on Pubco Ordinary Shares or satisfy Pubco’s other financial obligations.

Pubco may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Pubco’s board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, Pubco’s shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if Pubco’s board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, and will depend on, among other things, Pubco’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that Pubco’s board of directors may deem relevant. In addition, Pubco’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a result, you may not receive any return on an investment in Pubco Ordinary Shares unless you sell your shares of common stock for a price greater than that which you paid for it.

Anti-takeover provisions in Pubco’s Proposed Charter and under Delaware law could make an acquisition of Pubco, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove Pubco’s current management.

The Proposed Charter that will be in effect upon completion of the Business Combination will contain provisions that may delay or prevent an acquisition of Pubco or a change in its management. These provisions may make it more difficult for stockholders to replace or remove members of its board of directors. Because the board of directors is responsible for appointing the members of the management team, these provisions could in turn frustrate or prevent any attempt by its stockholders to replace or remove its current management. In addition, these provisions could limit the price that investors might be willing to pay in the future for Pubco Ordinary Shares. Among other things, these provisions include:

•        the limitation of the liability of, and the indemnification of, its directors and officers;

•        the ability of the board of directors to issue shares without shareholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the board of directors; and

•        the division of our board of directors into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.

Pubco may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Pubco’s securities may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. Pubco may be the target of this type of litigation in the future. Securities litigation against Pubco could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

If Pubco ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, Pubco will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because Pubco is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

Pubco’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of Pubco’s home country of Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of Pubco it is possible that fewer board members will be exercising independent judgment and the level of board oversight of the management the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. Pubco, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that Pubco’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a foreign private issuer, Pubco is exempt from certain corporate governance standards applicable to US domestic issuers, if Pubco cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, Pubco’s securities may not be listed or may be delisted, which could negatively affect the price of its securities and your ability to sell them.

Pubco will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. Pubco cannot assure you that it will be able to meet those initial listing requirements at that time. Even if Pubco’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, Pubco will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if Pubco initially meets the listing requirements and other applicable rules of Nasdaq, Pubco may not be able to continue to satisfy these requirements and applicable rules. If Pubco is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list Pubco’s securities, or subsequently delists its securities from trading, Pubco could face significant consequences, including:

•        a limited availability for market quotations for its securities;

•        reduced liquidity with respect to its securities;

•        a determination that its ordinary shares are a “penny stock,” which will require brokers trading in Pubco Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Pubco Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Pubco is incorporated under Cayman Islands law.

Pubco is an exempted company registered by way of continuation under the laws of the Cayman Islands. Pubco’s corporate affairs are governed by Pubco’s Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against Pubco’s directors, actions by Pubco’s minority shareholders and the fiduciary duties of Pubco’s directors to Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of Pubco’s shareholders and the fiduciary duties of Pubco’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

There is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of courts of the United States against us or our directors or officers predicated upon the civil liability provisions of securities laws of the United States or any state in the United States; and (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final and conclusive; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. It may be difficult or impossible for you to bring an action against Pubco or against these individuals in the

Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against Pubco’s assets or the assets of Pubco’s directors and officers.

Shareholders of Cayman Islands exempted companies like Pubco have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Pubco’s directors have discretion under Pubco’s Amended and Restated Memorandum and Articles of Association that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, Pubco’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by Pubco’s management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

As a “controlled company” under the rules of the Nasdaq Capital Market, Pubco may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on our public shareholders.

We expect that Dr. Ethan Shen, our Group Chairman, will hold a majority of the voting power of the Pubco following the completion of the Business Combination. Accordingly, Pubco will be a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c). Pubco therefore, will be eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market. Pubco’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price.

As a controlled company, Pubco will qualify for, and our board of directors, the composition of which is and will be controlled by Dr. Shen, may rely upon, exemptions from several of Nasdaq’s corporate governance requirements, including requirements that:

•        a majority of the board of directors consist of independent directors;

•        compensation of officers, including that of the CEO, be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely of independent directors; and

•        director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.

Accordingly, to the extent that we may choose to rely on one or more of these exemptions, Public Shareholders would not be afforded the same protections afforded to the shareholders of other Nasdaq-listed companies that are subject to these corporate governance requirements.

We do not currently intend to rely on the “controlled company” exemption under the Nasdaq listing rules. However, we may elect to avail ourselves of these exemptions in the future.

Risks Related to Intellectual Property Rights

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

•        others may be able to make diagnostic tests and therapeutic product candidates that are the same as or similar to ours but that are not covered by the claims of the patents that we own or have exclusively licensed;

•        we or our licensors or future collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own or have exclusively licensed;

•        we or our licensors or future collaborators might not have been the first to file patent applications covering certain inventions;

•        others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing intellectual property rights we own or have exclusively licensed;

•        it is possible that noncompliance with the U.S. Patent and Trademark Office (“USPTO”) and foreign governmental patent agencies requirement for a number of procedural, documentary, fee payment, and other provisions during the patent process can result in abandonment or lapse of a patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction for patents that we own or have exclusively licensed;

•        it is possible that pending patent applications that we have exclusively licensed will not lead to issued patents;

•        issued patents that we own or have exclusively licensed may be revoked, modified, or held invalid or unenforceable, as a result of legal challenges by our competitors;

•        our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive tests and products for sale in our major commercial markets;

•        we may not develop additional proprietary technologies that are patentable;

•        we cannot predict the scope of protection of any patent issuing based on pending patent applications, including whether the patent applications that we own or license will result in issued patents with claims that are directed to our diagnostic tests and product candidates or uses thereof in the U.S. or foreign countries;

•        there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the U.S. for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns;

•        countries other than the U.S. may have patent laws less favorable than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop, and market competing diagnostic tests and product candidates; and

•        if enforced, a court may not hold that patents we own or have exclusively licensed are valid, enforceable, and infringed.

Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our diagnostic tests and therapeutic product candidates.

As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical industry involves both technological and legal complexity and is therefore costly, time consuming and inherently uncertain. Changes in either the patent laws or interpretation of the patent laws in the U.S. could increase the uncertainties and costs, and may diminish our ability to protect our inventions, obtain, maintain, enforce, and license intellectual property rights and, more generally, could affect the value of our intellectual property or narrow the scope of any owned and licensed patents.

In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. Depending on future actions by the U.S. Congress, the U.S. courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing owned or licensed patents.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submissions, fee payment, and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuities fees, and various other governmental fees on patents and/or patent applications are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent and/or patent application. The USPTO and various foreign governmental patent agencies also require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees, and failure to properly legalize and submit formal documents. If we or our licensors fail to maintain the patents and patent applications covering our diagnostic tests or therapeutic product candidates, our competitive position would be adversely affected.

Patent terms may be inadequate to protect our competitive position on our diagnostic tests or therapeutic product candidates for an adequate amount of time.

The term of any individual patent depends on applicable law in the country where the patent is granted. In the U.S., provided all maintenance fees are timely paid, a patent generally has a term of 20 years from its application filing date or earliest claimed non-provisional filing date. Extensions may be available under certain circumstances, but the life of a patent and, correspondingly, the protection it affords is limited. Even if we or our licensors obtain patents covering our diagnostic tests and therapeutic product candidates, when the terms of all patents covering a diagnostic test or therapeutic product expire, our business may become subject to competition from our competitors. Given the amount of time required for the development, testing, and regulatory review and approval of new diagnostic test or therapeutic product candidates, patents protecting such candidates may expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing diagnostic tests and therapeutic products similar or identical to ours.

Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court or the USPTO.

If we or a licensor initiate legal proceedings against a third party to enforce a patent covering one of our diagnostic tests or therapeutic product candidates, the defendant could counterclaim that the patent covering our diagnostic tests or therapeutic product candidate, as applicable, is invalid and/or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise similar claims before administrative bodies in the U.S. or abroad, even outside the context of litigation. Such mechanisms include re-examination, inter partes review, post grant review, and equivalent proceedings in foreign jurisdictions (i.e., opposition proceedings). Such proceedings could result in revocation or amendments to our owned or licensed patents in such a way that they no longer cover our diagnostic tests or therapeutic product candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our diagnostic tests or therapeutic product candidates. Such a loss of patent protection could have a material adverse impact on our business.

Risks Related to Pubco Operating as a Public Company

YD Biopharma’s management team has limited experience managing a public company.

The members of YD Biopharma’s management team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. There are significant obligations it will now be subject to relating to reporting, procedures and internal controls, and the Pubco management team may not successfully or efficiently

manage its transition to being a public company. These new obligations and scrutiny will require significant attention from management and could divert their attention away from the day-to-day management of YD Biopharma’s business, which could adversely affect its business, financial condition and operating results.

In the future, if Pubco fails to implement and maintain an effective system of internal controls, Pubco may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of Pubco’s Ordinary Shares may be materially and adversely affected.

Upon completion of the Business Combination, Pubco will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that Pubco include a report from management on the effectiveness of Pubco’s internal control over financial reporting in Pubco’s annual report on Form 20-F beginning with Pubco’s annual report in Pubco’s second annual report on Form 20-F after becoming a public company. In addition, once Pubco ceases to be an “emerging growth company” as such term is defined in the JOBS Act, Pubco’s independent registered public accounting firm must attest to and report on the effectiveness of Pubco’s internal control over financial reporting. Moreover, even if Pubco’s management concludes that Pubco’s internal control over financial reporting is effective, Pubco’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with Pubco’s internal controls or the level at which Pubco’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from Pubco. In addition, after Pubco becomes a public company, Pubco’s reporting obligations may place a significant strain on Pubco’s management, operational and financial resources and systems for the foreseeable future. Pubco may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing Pubco’s internal control procedures, in the event that Pubco identifies weaknesses and deficiencies in Pubco’s internal control over financial reporting, and fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, Pubco may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if Pubco fails to achieve and maintain an effective internal control environment, it could result in material misstatements in Pubco’s financial statements and could also impair Pubco’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, Pubco’s businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose Pubco to increased risk of fraud or misuse of corporate assets and subject Pubco to potential delisting from the stock exchange on which Pubco lists, regulatory investigations and civil or criminal sanctions. Pubco may also be required to restate its financial statements from prior periods. Pubco will incur increased costs as a result of being a public company.

Upon completion of the Business Combination, Pubco will become a public company and expect to incur significant legal, accounting, and other expenses. For example, as a result of becoming a public company, Pubco will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and Pubco may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, Pubco will incur additional costs associated with its public company reporting requirements. It may also be more difficult for Pubco to find qualified persons to serve on its board of directors or as executive officers.

After Pubco is no longer an “emerging growth company,” Pubco may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

As a “controlled company” under the rules of the Nasdaq Capital Market, Pubco may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on our public shareholders.

We expect that Dr. Ethan Shen, our CEO and Chairman, will hold a majority of the voting power of the Pubco following the completion of the Business Combination. Accordingly, Pubco will be a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c). Pubco therefore, will be eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market. Pubco’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price.

As a controlled company, Pubco will qualify for, and our board of directors, the composition of which is and will be controlled by Dr. Shen, may rely upon, exemptions from several of Nasdaq’s corporate governance requirements, including requirements that:

•        a majority of the board of directors consist of independent directors;

•        compensation of officers, including that of the CEO, be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely of independent directors; and

•        director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.

Accordingly, to the extent that we may choose to rely on one or more of these exemptions, Public Shareholders would not be afforded the same protections afforded to the shareholders of other Nasdaq-listed companies that are subject to these corporate governance requirements.

We do not currently intend to rely on the “controlled company” exemption under the Nasdaq listing rules. However, we may elect to avail ourselves of these exemptions in the future.

Risks Related to Redemption

If Breeze Holders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Breeze Common Stock for a pro rata portion of the funds held in the Trust Account.

Regardless of whether they vote for or against the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus and whether they held Breeze Common Stock as of the Breeze Record Date or acquired them after the Breeze Record Date, holders of Breeze public shares may exercise their rights to redeem their public shares for a pro rata portion of the Trust Account. To exercise their redemption rights, holders of Breeze public shares are required to deliver their stock, either physically or electronically using the DWAC System, to Breeze’s transfer agent prior to the vote at the Special Meeting. If a Breeze Holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination with YD Biopharma is consummated, Breeze will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the Breeze Holder will no longer own such shares following the Closing. See the section entitled “Special Meeting of Breeze’s Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Breeze does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Breeze to complete the Business Combination with which a substantial majority of the Breeze Holders do not agree.

The Existing Charter does not provide a specified maximum redemption threshold, except that Breeze will not redeem public shares in an amount that would cause Breeze’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), assuming the Redemption Limitation Amendment Proposal is not approved. However, the Merger Agreement provides that Breeze’s and YD Biopharma’s respective obligations to consummate the Business Combination are conditioned on Breeze having at least $5,000,001 of net tangible assets as of Closing, assuming the Redemption Limitation Amendment Proposal is not approved. As a result, Breeze may be able to complete the Business Combination even though a substantial portion of public stockholders do not approve the Business Combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by Breeze or the persons described above have been entered into with any such investor or holder. Breeze will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the other Proposals (as described in this proxy statement/prospectus) at the Special Meeting.

If you or a “group” of stockholders of which you are a part is deemed to hold an aggregate of more than 10% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 10% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its public shares or, if part of such a group, the group’s public shares, in excess of 10% of the public shares unless such stockholder first obtains Breeze’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Breeze will require each public stockholder seeking to exercise redemption rights to certify to Breeze whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Breeze at that time, such as Schedule 13D, Schedule 13G filings under the Exchange Act, will be the sole basis on which Breeze makes the above-referenced determination.

Your inability to redeem any such excess public shares will reduce your influence over Breeze’s ability to consummate the Business Combination and could result in you suffering a material loss on your investment in Breeze if you sell such excess public shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Breeze consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 10% of the shares sold in the Breeze IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Breeze cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge Breeze’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, Breeze’s stockholders’ ability to vote all of their public shares (including such excess shares) for or against the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus is not restricted by this limitation on redemption.

General Tax Risk Factors

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of Pubco’s income or other tax returns could adversely affect its financial condition and results of operations.

Pubco may be subject to income taxes, and its tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Pubco’s future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where Pubco has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where it has higher statutory tax rates.

In addition, Pubco may be subject to audits of its income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on Pubco’s financial condition and results of operations.

There may be tax consequences of the Business Combination that may adversely affect holders of Breeze Common Stock, Breeze Warrants, or YD Biopharma Ordinary Shares.

In the opinion of ArentFox Schiff LLP, counsel to YD Biopharma, the Company Merger, taken together with certain related transactions, should qualify as a tax-deferred “reorganization” under Section 368(a) of the Code (the “Reorganization Tax Treatment”), subject to the assumptions, qualifications and limitations described herein and in the opinion included as Exhibit 8.2 hereto. Because the provisions of Section 368(a) of the Code are complex

vary significantly from its price on the date the Merger Agreement was executed, the date of the Registration Statement of which this proxy statement/prospectus is a part or the date on which the Breeze Holders vote on the Business Combination. The entirety of the consideration to be received by the Breeze Holders with respect to their shares of Breeze Common Stock will be Pubco Ordinary Shares. Following consummation of the Business Combination, the market price of Pubco’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

•        changes in financial estimates by analysts;

•        announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments;

•        fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        general economic conditions;

•        changes in market valuations of similar companies;

•        terrorist acts;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        future sales of Pubco Ordinary Shares;

•        regulatory developments in the United States, foreign countries or both;

•        litigation involving Pubco, its subsidiaries or its general industry; and

•        additions or departures of key personnel.

In addition, it is possible that the Business Combination may not be completed until a significant period of time has passed after the Special Meeting of stockholders. As a result, the market value of Breeze Common Stock may vary significantly from the date of the special meeting to the date of the completion of the Business Combination. You are urged to obtain up-to-date prices for Breeze Common Stock. There is no assurance that the Business Combination will be completed, that there will not be a delay in the completion of the Business Combination or that all or any of the anticipated benefits of the Business Combination will be obtained.

Breeze has not obtained a third-party valuation or fairness opinion, and consequently, there is no assurance from an independent source that the merger consideration is fair to its stockholders from a financial point of view.

Breeze is not required to, and has not, obtained an opinion from an independent investment banking firm that the merger consideration it is paying for YD Biopharma is fair to Breeze’s stockholders from a financial point of view. The fair market value of YD Biopharma has been determined by the Breeze Board based upon standards generally accepted by the financial community, such as potential sales and the price for which comparable businesses or assets have been valued. Accordingly, Breeze’s stockholders will be relying on the judgment of its board of directors with respect to such matters and assuming the risk that its board of directors may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead to an increased number of stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Breeze’s ability to consummate the Business Combination.

The Pubco Ordinary Shares to be received by the Breezes Holders as a result of the Business Combination will have different rights from shares of Breeze Common Stock.

Following completion of the Business Combination, there will be important differences between your current rights as a Breeze Holder and your rights as a Pubco shareholder. See the section entitled “Comparison of Stockholder Rights” for a discussion of the different rights associated with the securities.

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED
FINANCIAL INFORMATION

Breeze is providing the following unaudited pro forma condensed combined and consolidated financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined and consolidated financial information presents the combination of the financial information of Breeze, Pubco and YD Biopharma adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined and consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement.

The historical financial information of Breeze was derived from the audited financial statements of Breeze for the years ended December 31, 2024, included elsewhere in this proxy statement. The historical financial information of Pubco was derived from the audited financial statements of Pubco for the period from February 6, 2024 (inception) through December 31, 2024, included elsewhere in this proxy statement. The historical financial information of YD Biopharma was derived from the audited combined financial statements of YD Biopharma for the year ended December 31, 2024, included elsewhere in this proxy statement. Such unaudited pro forma financial information has been prepared on a basis consistent with the audited financial statements of Breeze, Pubco and YD Biopharma, respectively, and should be read in conjunction with the historical financial statements and related notes, each of which is included elsewhere in this proxy statement. This information should be read together with Breeze’s, Pubco’s and YD Biopharma’s audited financial statements and related notes, the sections titled “Breeze’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “YD Biopharma’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Breeze is treated as the “acquired” company for financial reporting purposes. YD Biopharma has been determined to be the accounting acquirer because existing YD Biopharma shareholders, as a group, will retain the largest portion of the voting rights in the combined entity when contemplating the various redemption scenarios, the executive officers of YD Biopharma are the initial executive officers of the combined company, and the operations of YD Biopharma will be the continued operations of the combined company.

The unaudited pro forma condensed combined and consolidated balance sheet as of December 31, 2024 assumes that the Business Combination and related transactions occurred on December 31, 2024. The unaudited pro forma condensed combined and consolidated statements of operations for the year ended December 31, 2024 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2024. Breeze and Pubco have not had any historical relationship with YD Biopharma prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies, except with respect to legal and accounting fees incurred by Pubco which is currently a wholly-owned subsidiary of Breeze.

These unaudited pro forma condensed combined and consolidated financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future.

Potentially dilutive securities and expenditures reflected in the pro forma adjustments include:

•        PIPE Financing:    Pubco Ordinary Shares which are issued at a discount to $10 per Pubco Ordinary Share.

•        Transaction costs:    Including a Business Combination Marketing Agreement Fee payable to Breeze’s underwriters.

•        Redemptions of Breeze Common Stock:    Breeze public shareholders exercising their redemption rights, removing cash from Breeze’s trust account which is no longer available to Pubco after the Business Combination is completed.

•        Breeze Rights:    These rights convert at the closing of the Business Combination into 575,000 shares of Breeze Common Stock, and are then exchanged for 575,000 Pubco Ordinary Shares. There is no cash consideration that is received by either Breeze or Pubco in conjunction with the issuance of either the Breeze Common Stock or Pubco Ordinary Shares.

•        The pro forma adjustments do not take into account:    (i) Breeze Warrants or Private Placement Warrants: any Pubco Ordinary Shares issuable at $11.50 per share upon the exercise of 11,500,000 Public Breeze Warrants or 5,425,000 Private Placement Warrants; or (ii) any Pubco Ordinary Shares issuable with respect to any grants that may be issued pursuant to the Pubco Incentive Plan.

The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined and consolidated financial information.

Description of the Business Combination

On September 24, 2024, Breeze Holdings Acquisition Corp., a Delaware corporation, entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among (i) Breeze, (ii) a Cayman Islands exempted company and wholly-owned subsidiary of Parent expected to be named “YD Bio Limited,” which is in the process of being formed, and once formed will enter into a joinder to the Merger Agreement (“Pubco or YD Bio”), (iii) Breeze Merger Sub, Inc., a Delaware corporation and which will be a direct, wholly-owned subsidiary of Pubco (“Breeze Merger Sub”), (iv) a Cayman Islands exempted company which will be a wholly-owned subsidiary of Pubco, expected to be named “BH Biopharma Merger Sub Limited,” and once formed, will enter into a joinder to the Merger Agreement (“Company Merger Sub,” with Company Merger Sub and Breeze Merger Sub together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”).

Pursuant to and in accordance with the terms set forth in the Merger Agreement, (a) Breeze Merger Sub will merge with and into Breeze, with Breeze continuing as the surviving entity (the “Breeze Merger”), as a result of which, (i) Breeze will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of Breeze immediately prior to the effective time of the Breeze Merger (the “Breeze Merger Effective Time”) (other than shares of Breeze common stock that have been redeemed or are owned by Breeze or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares (as defined in the Merger Agreement)) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of Pubco (other than the Parent Rights, which shall be automatically converted into ordinary shares of Pubco), and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into YD Biopharma, with YD Biopharma continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result of which, (i) YD Biopharma will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of YD Biopharma immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of Pubco.

Pursuant to and in accordance with the terms set forth in the Merger Agreement, at the Breeze Merger Effective Time, (a) each share of Breeze common stock, par value $0.0001 per share (“Breeze Common Stock”) outstanding immediately prior to the Breeze Merger Effective Time that has not been redeemed, is not owned by Breeze or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share will automatically convert into one Pubco Ordinary Share, (b) each Breeze Warrant shall automatically convert into one warrant to purchase a Pubco Ordinary Share (each, a “YD Bio Warrant”) on substantially the same terms and conditions; and (c) each Breeze Right will be automatically converted into the number of Pubco Ordinary Shares that would have been received by the holder of such Breeze Right if it had been converted upon the consummation of a business combination in accordance with Breeze’s organizational documents.

The aggregate consideration to be received by the YD Biopharma Equity Holders is based on a pre-transaction equity value of $647,304,110, and the market capitalization of Breeze based on a closing price of $12.18 on July 11, 2025, which results in a combined company equity value of $688,265,838. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, each issued and outstanding ordinary share of YD Biopharma shall be cancelled and converted into a number of Pubco Ordinary Shares based on that Exchange Ratio described below. The Exchange Ratio will be equal to (A) $647,304,110, divided by the number of fully-diluted shares of YD Biopharma Common Stock outstanding as of the Closing, further divided by (B) an assumed value of Pubco Ordinary Shares of $10.00 per share. As of May 28, 2025, the estimated Per Share Merger Consideration is $10.00 per share.

The unaudited pro forma condensed combined and consolidated financial information has been prepared using the assumptions below with respect to the potential redemption into cash of shares of Breeze common stock:

•        Assuming No Additional Redemptions:    This scenario assumes that no public stockholders of Breeze exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account.

•        Assuming Maximum Redemptions:    This scenario assumes that 224,413 Breeze shares of common stock subject to redemption are redeemed for an aggregate payment of approximately $2.8 million (based on an estimated per share redemption price of approximately $12.30 assuming the pro forma maximum redemption scenario pursuant to the Merger Agreement) as a result of the approval of the Redemption Limitation Amendment Proposal. If the Business Combination is unsuccessful, the Breeze Holders who demanded redemption will not receive their pro rata portion of the Trust Account until the Trust Account is liquidated.

The following summarizes the pro forma common stock outstanding under the two scenarios:

The following unaudited pro forma condensed combined and consolidated balance sheet as of December 31, 2024, and the unaudited pro forma condensed combined and consolidated statements of operations for the year ended December 31, 2024 (in the case of Breeze and YD Biopharma) and for the period from February 6, 2024 (inception) through December 1, 2024 (in the case of Pubco), are based on the historical financial statements of Breeze, Pubco and YD Biopharma. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined and consolidated financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2024
(in thousands, except share and per share amounts)