UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
May 28, 2026
Commission
File Number: 001-42259
JBDI
Holdings Limited
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
34
Gul Crescent
Singapore
629538
(Address
of principal executive offices)
Mr.
Lim Chwee Poh, CEO
Tel:
+65 6861 4150
Email:
34
Gul Crescent
Singapore
629538
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
ANNUAL
GENERAL MEETING OF MEMBERS
JBDI
Holdings Limited, a Cayman Islands exempted company (the “Company”), held its Annual General Meeting of Members (“AGM”)
at 11:00 a.m., local time, on May 28, 2026 at the office of the Company located at 34 Gul Crescent, Singapore 629538 for the following
purposes:
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(1) |
To
approve a share consolidation (the “Reverse Stock Split”) of the Company’s issued Ordinary Shares in a ratio of
1 for 2 (the “Reverse Stock Split Ratio”), provided that the Board of Directors may, in its sole and absolute discretion,
elect to either: (i) effect the Reverse Stock Split; or (ii) not effect the Reverse Stock Split, and further the Board of Directors
shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members,
to effect the Reverse Stock Split at any time during the 12 month period following approval of the Reverse Stock Split by the Members
when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Company; |
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|
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(2) |
To
elect the following five (5) persons to serve as directors of the Company in their respective capacities until the next annual meeting
of Members and thereafter until their successors shall have been elected and qualified: (i) Lim Chwee Poh, Executive Director; (ii)
Liang Zhaorong, Executive Director; (iii) Han Yee Yen, Independent Non-Executive Director; (iv) Ng Siew Cher, Independent Non-Executive
Director; and (v) Lim Geok Peng, Independent Non-Executive Director; |
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|
|
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(3) |
To
ratify the appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal
year ending May 31, 2026; and |
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|
|
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(4) |
To
consider and act upon such other business as may properly come before the AGM. |
Only
Members of record at the close of business on May 5, 2026 were entitled to notice of and to vote at the AGM.
RESULTS
OF THE ANNUAL GENERAL MEETING OF MEMBERS
The
results of the Annual Meeting were as follows:
| |
(1) |
The
Reverse Stock Split of the Company’s issued Ordinary Shares in a ratio of 1 for 2 was approved, provided that the Board of
Directors may, in its sole and absolute discretion, elect to either: (i) effect the Reverse Stock Split; or (ii) not effect the Reverse
Stock Split, and further the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without
any further action on the part of the Members, to effect the Reverse Stock Split at any time during the 12 month period following
approval of the Reverse Stock Split by the Members when it believes the Reverse Stock Split to be most advantageous and in the best
interests of the Company. |
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|
|
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(2) |
The
following five (5) persons were elected to serve as directors of the Company in their respective capacities until the next annual
meeting of Members and thereafter until their successors shall have been elected and qualified: (i) Lim Chwee Poh, Executive Director;
(ii) Liang Zhaorong, Executive Director; (iii) Han Yee Yen, Independent Non-Executive Director; (iv) Ng Siew Cher, Independent Non-Executive
Director; and (v) Lim Geok Peng, Independent Non-Executive Director. |
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|
|
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(3) |
The
appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending
May 31, 2026 was duly approved and ratified. |
Exhibits
None
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
May 29, 2026 |
JBDI
Holdings Limited |
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|
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By: |
/s/ Mr.
Lim Chwee Poh |
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Name: |
Mr.
Lim Chwee Poh |
| |
Title: |
Executive
Director and Principal Executive Officer |
