YD Bio Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**For the fiscal year ended December 31,2025 **

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission File Number:001-42810

**YD BIO LIMITED **

(Exact name of Registrant as specified in its charter)

**12F., No. 3, Xingnan St.,

Nangang Dist.,

Taipei City 115001, Taiwan

(Address of principal executive offices)

Copy to:

Ethan Shen

Chief Executive Officer

**12F., No. 3, Xingnan St.,

Nangang Dist.,

Taipei City 115001, Taiwan

+(886) 2382-0330

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: the issuer had 70,789,261 ordinary shares, par value $0.0001 per share, and 15,142,911 warrants outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

TABLE OF CONTENTS

i

ABOUT THIS ANNUAL REPORT

Unless the context otherwise requires or where otherwise indicated in this annual report (this “Annual Report”), references to “we,” “us,” “our,” “YD Bio,” and the “Company” refer to YD Bio Limited, a Cayman Islands exempted company, and its consolidated subsidiaries.

All references in this Annual Report to “Business Combination” refer to the transactions effected under the Merger Agreement and Plan of Reorganization dated, September 24, 2024 (as amended, the “Merger Agreement”), by and among the Company, YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”), Breeze Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Parent Merger Sub”), and BH Biopharma Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company (“Company Merger Sub” collectively, the “Parties”). The Business Combination involved (i) the merger of Parent Merger Sub with and into Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), upon which, Parent Merger Sub ceased to exist with Breeze continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company (“Parent Merger”), and (ii) the merger of Company Merger Sub with and into YD Biopharma, upon which, Company Merger Sub ceased to exist, with YD Biopharma continuing as the surviving company and becoming a wholly-owned subsidiary of the Company (the “Company Merger”, together with Parent Merger, the “Mergers”), pursuant to the terms of the Merger Agreement and in accordance with the Companies Act of the Cayman Islands (the “Companies Act”). As a result of the Business Combination, the Company owns 100% of the outstanding ordinary shares of YD Biopharma and ordinary shares, warrants, and rights of Breeze.

ii