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JBDI Holdings Ltd (JBDI), a Cayman Islands company listed on Nasdaq Capital Market, has elected to rely on the Cayman Islands “home country rule” exemption under Nasdaq Listing Rule 5615(a)(3) for certain corporate governance matters. As a foreign private issuer, it may follow home country practices instead of some Nasdaq 5600 Series requirements.
The company will not follow Nasdaq Listing Rule 5635, which governs when shareholder approval is required for issuances of securities related to acquisitions, equity-based compensation, changes of control, and certain non-public transactions, as well as related general provisions and a financial viability exception. JBDI’s Cayman counsel has certified to Nasdaq that Cayman law does not require compliance with these shareholder approval rules. The company states that, apart from this exemption, its corporate governance practices do not significantly differ from those required of U.S. domestic companies.
JBDI Holdings Ltd (JBDI) has a large shareholder group that continues to report significant ownership and a new financing arrangement. EUG Investment Limited directly holds 3,947,910 Ordinary Shares of JBDI, and together with E U Holdings Pte. Ltd., Ng Eng Guan and Neo Chin Heng, is deemed to beneficially own 41.49% of JBDI’s 9,514,532 Ordinary Shares outstanding as of June 23, 2026.
On September 7, 2026, E U Holdings issued a secured promissory note for US$4,850,000 to Mega Spirit Holdings Limited at 6.50% annual interest, with all amounts due October 9, 2026. To secure this note, E U Holdings pledged 99% of the equity in EUG Investment, which in turn holds the 3,947,910 JBDI shares.
JBDI Holdings Ltd (JBDI), a Cayman-incorporated holding company for a Singapore-based reconditioned and new industrial container business, reports on its first full year as a Nasdaq-listed issuer for the year ended May 31, 2026. Operations are highly concentrated in Singapore, which contributed over 87% of revenue in 2025 and 2026, and more than 70% of revenue comes from reconditioned and new containers sold to solvent, chemical, petroleum and edible oil customers.
On June 29, 2026 JBDI effected a 1‑for‑2 reverse stock split, reducing issued and outstanding Ordinary Shares from 19,029,064 to 9,514,532, to support compliance with Nasdaq’s minimum bid price rules after prior deficiency notices; Nasdaq has since confirmed continued listing. The company completed an IPO of 1,750,000 shares at $5.00 on August 28, 2024, generating approximately $6.7 million in net proceeds, and reports that all bank borrowings outstanding in 2025 at a 2.0% fixed rate were fully repaid, leaving no bank debt as of May 31, 2026.
Key risks highlighted include cyclicality in customers’ industries, exposure to steel price and diesel cost volatility, dependence on key Lim family managers and other skilled labor (over 50% foreign employees), operational and regulatory risks around handling hazardous materials, strong competition in Singapore’s container market and foreign-exchange and macroeconomic risks tied mainly to Singapore.
Ng Eng Guan, a director of JBDI Holdings Ltd, reports beneficial ownership of 3,947,910 Ordinary Shares, representing 46.0% of the company’s outstanding Ordinary Shares. These shares are held of record by E U Holdings Pte. Ltd., in which he owns 50% and serves as a director, giving him shared voting and dispositive power.
The position developed through an October 10, 2022 sale and purchase agreement and a May 30, 2023 reorganization, followed by a 1:2 forward stock split on February 7, 2024, a resale of 299,998 shares in the initial public offering, and a subsequent reverse stock split on June 29, 2026. He states that he has no current plans or proposals regarding control-related corporate actions and reports no transactions in the shares during the past 60 days.
JBDI Holdings Ltd’s director Neo Chin Heng, a Singapore citizen, reports beneficial ownership of 3,947,910 Ordinary Shares, representing 46.0% of the company’s outstanding Ordinary Shares. These shares are held of record by E U Holdings Pte. Ltd., where Neo owns 50% of the equity and serves as a director, giving him shared voting and dispositive power and no sole power.
The position arose through a series of transactions, including a sale and purchase agreement involving Jurong Barrels, a reorganization in which shares were exchanged for JBDI equity, a 1:2 forward stock split tied to the initial public offering, subsequent registered resale of shares, and a later reverse stock split. Neo states he has no current plans or proposals regarding major corporate changes described in the Schedule 13D items.
Siow Kim Lian, a Singapore shareholder, reports beneficial ownership of 2,497,148 Ordinary Shares of JBDI Holdings Ltd, representing 12.62% of the outstanding Ordinary Shares. She holds sole voting and sole dispositive power over this entire stake.
The position arises from a corporate reorganization on May 30, 2023, where shares were received from the issuer in exchange for another entity’s shares, and from a 2:1 forward stock split effective February 7, 2024. A 1:2 reverse split expected on or about June 29, 2026 will reduce her holdings to 1,248,574 shares while keeping her ownership percentage unchanged. She reports no transactions in the past 60 days and states no current plans regarding major corporate actions.
JBDI Holdings Ltd shareholder Lim Tze Chong, Patrick reported beneficial ownership of 2,497,148 Ordinary Shares, representing 12.62% of the outstanding Ordinary Shares. He holds sole voting and sole dispositive power over this entire stake.
The shares were received on May 30, 2023 in a corporate reorganization in exchange for shares of another entity and were adjusted by a 2:1 forward stock split effective February 7, 2024. A 1:2 reverse split expected on or about June 29, 2026 is expected to reduce his holdings to 1,248,574 shares while leaving his ownership percentage unchanged. He states no current plans involving changes in control or other major corporate actions.
JBDI Holdings Ltd’s major shareholder group, consisting of E U Holdings Pte. Ltd. and its two 50% equity owners and directors, Ng Eng Guan and Neo Chin Heng, reports beneficial ownership of 3,947,910 Ordinary Shares, representing 46.0% of JBDI’s outstanding Ordinary Shares. They hold shared voting and dispositive power over this stake.
The position arose from a series of transactions, including an October 10, 2022 acquisition agreement involving Jurong Barrels and JBDI Investments Limited for US$800,000, a January 12, 2023 sale and purchase agreement, and a May 30, 2023 reorganization under which 4,704,179 JBDI shares were issued. A 1:2 forward stock split on February 7, 2024, a sale of 299,998 shares in the initial public offering, and a reverse stock split on June 29, 2026 resulted in the current 3,947,910-share holding. The reporting persons state they have no plans for corporate actions covered by items (a)–(j), report no transactions in the past 60 days, and disclose no contracts or arrangements regarding JBDI securities.
JBDI Holdings Ltd shareholder Ng Eng Guan reported his initial beneficial ownership of the company’s ordinary shares. He holds 3,947,910 Ordinary Shares, par value US$0.001, as an indirect position through E U Holdings. Ng Eng Guan and Neo Chun Heng each own 50% of the shares of E U Holdings and have equal voting power over this block of JBDI shares. The filing records these existing holdings rather than any new purchase or sale transaction.
NEO CHIN HENG filed an initial statement of beneficial ownership for JBDI Holdings Ltd, reporting indirect ownership of 3,947,910 Ordinary Shares with par value US$0.001. The shares are held through E U Holdings, which is owned 50/50 with Ng Eng Guan, with equal voting power over its holdings.