DEFM14A: Breeze Holdings and YD Biopharma to Merge, Creating Nasdaq-Listed Biopharmaceutical Company

Breeze Holdings Acquisition Corp. (BRZH) will merge with YD Biopharma Limited, valuing the combined entity at \$688.3 million, with the resulting company to be listed on The Nasdaq Capital Market under the ticker symbol "YDES".

Summary

• Breeze Holdings Acquisition Corp. (BRZH) and YD Biopharma Limited have entered into a definitive merger agreement.
• The transaction values the combined company at approximately \$688.3 million.
• YD Biopharma specializes in blood-based cancer detection and stem cell and exosome-based therapeutics.
• The combined company will be listed on The Nasdaq Capital Market under the ticker symbol "YDES".
• The merger is subject to stockholder approval and other customary closing conditions.
• Breeze Holdings stockholders have the option to redeem their shares for cash.
• A PIPE financing of up to \$30 million is planned to support the transaction.
• The Sponsor and certain YD Biopharma shareholders have agreed to lock-up provisions.
• Breeze Holdings stockholders are also being asked to approve several proposals related to the merger, including the Pubco Incentive Plan and an amendment to eliminate the redemption limitation.
• The Breeze Initial Stockholders have agreed to vote in favor of the merger, ensuring its approval regardless of public stockholder votes.

Sentiment

Score: 7

Explanation: The overall sentiment is positive, driven by the potential of YD Biopharma's technologies and the strategic rationale for the merger. However, the risks associated with FDA approvals, market adoption, and competition moderate the sentiment score.

Positives

• Access to public markets and capital for YD Biopharma's growth.
• Potential for YD Biopharma's innovative technologies in cancer detection and therapeutics to address significant unmet medical needs.
• Experienced management team with a proven track record in the biopharmaceutical industry.
• Strategic partnerships with established pharmaceutical companies like Novartis and Alcon.
• Breeze Holders have the option to redeem their shares for cash if they do not wish to participate in the merged entity.

Negatives

• YD Biopharma's cancer screening technology has not yet received FDA approval or clearance.
• YD Biopharma is dependent on licensed intellectual property from EG BioMed and 3D Global Biotech.
• Competition in the biotechnology and pharmaceutical industries is intense.
• Breeze Holders will hold a minority stake in the combined company.
• Significant dilution for Breeze Holders due to the transaction structure and PIPE financing.
• Uncertainty regarding the success of YD Biopharma's products in the market.
• Potential conflicts of interest for Breeze Initial Stockholders due to their founder shares and warrants.
• Breeze Holdings has no operating history or revenue.

Risks

• Termination of license agreements with EG BioMed and 3D Global Biotech.
• Smaller than estimated market size for products.
• Manufacturing capacity constraints.
• Unsuccessful clinical trials.
• Intellectual property infringement claims.
• Regulatory challenges and delays in obtaining FDA approvals.
• Competition from larger, more established companies.
• Dependence on key personnel.
• Lack of market acceptance of products.
• Need for additional funding.
• Cybersecurity threats and system failures.
• Political risks related to Taiwan.
• Natural disasters and other unforeseen events in Taiwan.
• Difficulty enforcing judgments in Taiwan.
• Currency fluctuations and restrictions.
• Uncertainties related to the trade war between the U.S. and China.
• Limited experience of management team in operating a public company.
• Increased costs associated with being a public company.
• Failure to secure PIPE financing.
• Delisting risk from Nasdaq.
• Lack of a developed trading market for Pubco's securities.
• Dilution for Breeze Holders.
• No guarantee of warrants being in the money.
• No current plans to pay dividends.
• Potential anti-takeover provisions.
• Securities litigation risk.
• Loss of foreign private issuer status.
• Potential tax consequences.
• Substantial doubt about Breeze's ability to continue as a going concern.

Future Outlook

Pubco expects to list its ordinary shares and warrants on The Nasdaq Capital Market under the ticker symbols "YDES" and "YDESW", respectively. YD Biopharma is actively pursuing FDA approval for its cancer screening technologies and developing new products for eye disease treatment. The company plans to leverage the merger and PIPE financing to expand its operations and pursue growth opportunities in the biopharmaceutical market.

Management Comments

• Breeze Holdings' board of directors believes the merger is in the best interests of its stockholders.
• YD Biopharma's management team sees the merger as an opportunity to access capital and accelerate growth.
• Both companies express confidence in the combined entity's potential to address unmet medical needs and create value for stockholders.

Industry Context

The merger reflects a broader trend of SPACs targeting companies in the healthcare and biotechnology sectors. The demand for innovative cancer detection and treatment technologies is growing rapidly, creating opportunities for companies like YD Biopharma. The combined company will face competition from established pharmaceutical and biotechnology companies, but its unique technologies and strategic partnerships could position it for success in this dynamic market.

Comparison to Industry Standards

• GRAIL, Inc. (GRAL) is a comparable company in the cancer detection space, with a focus on multi-cancer early detection blood tests.
• Belite Bio, Inc. (BLTE) is a comparable company in the ophthalmology sector, developing treatments for retinal degenerative eye diseases.

Management Changes

Corporate Governance

Related Party Transactions

• Breeze Holdings has related party transactions with its Sponsor, including founder shares, private placement warrants, loans, and an administrative support agreement.
• YD Biopharma has related party transactions with Dr. Shen, including license agreements with EG BioMed and 3D Global Biotech, in which Dr. Shen holds equity interests.

Stakeholder Impact

• Breeze Holders will experience dilution and a reduced ownership stake in Pubco.
• YD Biopharma shareholders will become shareholders of a Nasdaq-listed company with access to capital.
• Employees of YD Biopharma may benefit from the Pubco Incentive Plan.
• Customers may benefit from the development and commercialization of YD Biopharma's products.

Next Steps

• Breeze Holdings stockholders will vote on the proposed merger and related proposals at a special meeting on August 14, 2025.
• Subject to stockholder approval and other closing conditions, the merger is expected to be completed shortly after the special meeting.
• Pubco will apply for listing on The Nasdaq Capital Market.
• YD Biopharma will continue pursuing FDA approval for its cancer screening technologies and developing new products for eye disease treatment.

Key Dates

Keywords

Biopharmaceutical, Merger, SPAC, Cancer Detection, Stem Cell Therapy, Exosome Therapy, Nasdaq, FDA Approval, PIPE Financing, Taiwan