INDEX TO FINANCIAL STATEMENTS YD BIO LIMITED Unaudited Interim Financial Statements Page Condensed Consolidated Balance Sheet as of

INDEX TO FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Notes to CONDENSED CONSOLIDATED Financial Statements

YD Bio Limited (the "Company" or "Pubco")

was registered by way of continuation as a Cayman Islands exempted company limited by shares on November 14, 2024. The Company was

originally incorporated in Delaware under the name True Velocity, Inc. on February 6, 2024, becoming a direct wholly owned subsidiary

of Breeze Holdings Acquisition Corp., and changed its name to YD Bio Limited on November 18, 2024. The Company has not commenced

any operations since its formation. The Company was re-domesticated solely for the purpose of completing the transactions contemplated

by the Merger Agreement and Plan of Reorganization, dated September 24, 2024 (as may be further amended, supplemented, or otherwise

modified from time to time, the "Merger Agreement").

The parties to the Merger Agreement include (i) Pubco,

(ii) Breeze Holdings Acquisition Corp., a Delaware corporation ("Breeze"), (iii) Breeze Merger Sub, Inc., a Delaware

corporation and direct, wholly owned subsidiary of Pubco ("Breeze Merger Sub"), (iv) BH Biopharma Merger Sub Limited,

a Cayman Islands exempted company ("Company Merger Sub" and with Breeze Merger Sub, collectively, the "Merger Subs"),

and (v) YD Biopharma Limited, a Cayman Islands exempted company ("YD Biopharma").

Pursuant to the terms of the Merger Agreement,

Breeze Merger Sub merged with and into Breeze with Breeze surviving the merger as a wholly owned subsidiary of Pubco (the "Breeze

Merger"), and Company Merger Sub merged 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").

On May 30, 2025, after approval by the boards

of directors of all the parties to the Merger Agreement, the parties entered into an amendment to the Merger Agreement to increase the

maximum size of the private investment in public equity ("PIPE") financing from $15.0 million to $30.0 million.

Following the consummation of the transaction contemplated

by the Merger Agreement, the Company is the surviving publicly traded entity and owns all of the equity interests of Breeze and YD Biopharma.

On August 28, 2025 (the "Closing Date"),

the Company consummated the Business Combination with YD Biopharma and Breeze pursuant to the Merger Agreement. The consummation of the

Business Combination involved the Breeze Merger, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement,

the separate corporate existence of Breeze Merger Sub ceased, with Breeze as the surviving corporation becoming a wholly owned subsidiary

of the Company, and the Company Merger, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, the

separate corporate existence of Company Merger Sub ceased, with YD Biopharma as the surviving corporation becoming a wholly owned subsidiary

of the Company pursuant to the terms of the Merger Agreement and in accordance with 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.

As of June 30, 2025 and as of immediately prior to the effective time

of business combination on August 28, 2025, the authorized share capital of the Company was US$50,000 divided into 500,000,000 ordinary

shares of par value US$0.0001 each, and 1,000 ordinary shares were issued.

At the effective time of business combination

on August 28, 2025, the issued and outstanding ordinary shares of the Company, were cancelled and extinguished in accordance with the

On August 28, 2025, at the closing of the Business Combination, Breeze's

outstanding shares were exchanged for 4,140,948 ordinary shares of the Company, as stipulated in the Merger Agreement. This exchange reflects

the conversion of Breeze's public shares, sponsor shares, rights and other outstanding equity interests (net of any redemptions)

into ordinary shares of the Company, contributing to the post-closing equity structure of the Company.

At the same time, pursuant to the Merger Agreement,

the issued and outstanding shares of YD Biopharma were exchanged for ordinary shares of the Company with each YD Biopharma shareholder

receiving its pro rata share of the Exchange Consideration. The "Exchange Consideration" was the number of newly issued Pubco

ordinary shares equal to (a) a transaction value of $647,304,110 divided by (b) a per share price of $10.00. "Pro Rata Share"

means, with respect to each YD Biopharma shareholder, a fraction expressed as a percentage equal to (i) the number of shares of common

stock held by such YD Biopharma shareholder immediately prior to the closing, divided by (ii) the total number of issued and outstanding

shares of common stock immediately prior to the closing. As a result, 64,730,411 ordinary shares of Pubco were issued to the former shareholders

of YD Biopharma at closing.

In addition, on August 28, 2025, Pubco issued

1,650,000 ordinary shares to certain investors in connection with a PIPE Financing raising aggregate proceeds of $13.2 million at a price

On August 28, 2025, at the closing of the Business Combination and

in accordance with the Merger Agreement, Breeze's outstanding warrants were exchanged for 16,925,000 Pubco warrants on a one-for-one

basis, with the same exercise price and terms.

As of August 28, 2025, immediately following the

completion of the Business Combination closing, there were 70,521,359 Pubco ordinary shares outstanding and 16,925,000 Pubco warrants

In connection with the Company's assessment

of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board ("FASB")

Accounting Standards Update ("ASU") Topic 2014-15, "Disclosures of Uncertainties about an Entity's Ability to

Continue as a Going Concern," management has determined that the Company currently lacks the liquidity it needs to sustain operations

for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements

The Company's condensed consolidated financial

statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during

the normal course of operations. The Company has not commenced any operations since its formation. The Company's operating results

for future periods are subject to numerous uncertainties, and it is uncertain if the Company will be able to generate net income for the

foreseeable future. Accordingly, the Company may not be able to obtain additional financing. These conditions raise substantial doubt

about the Company's ability to continue as a going concern.

Management plans to address this uncertainty through

a Business Combination as discussed in Note 1. The Company's financial statements do not give effect to any adjustments relating

to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The financial statement of the Company is presented

in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to

the rules and regulations of the Securities and Exchange Commission ("SEC").

Principles of Consolidation:

The financial statements include the financial statements

of the Company and its subsidiaries, Breeze Merger Sub and Company Merger Sub.

The preparation of the condensed consolidated

financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise

significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near