JBDI Holdings: Board Election Results and Auditor Change Summary

Rhea-AI Filing Summary

JBDI Holdings reported the results of its May 2, 2025 annual general meeting where shareholders overwhelmingly re-elected the board nominees and ratified its new auditor. Each director nominee received greater than 99.6% of votes cast; vote counts ranged from 10,564,662 to 10,625,320 in favor with withheld votes generally around 31,000 or fewer, representing roughly 0.29%–0.30% withheld.

The shareholders also ratified YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025, receiving 10,620,613 votes in favor (about 99.66%); there were 26,300 votes against and 9,412 abstentions. The company dismissed Onestop Assurance PAC as its prior auditor; Onestop’s prior audit report for the fiscal year ended May 31, 2024 was unqualified and Onestop reported no disagreements and no reportable events prior to dismissal.

Positive

• Directors re-elected with overwhelming support — each nominee received >99.6% of votes in favor
• Auditor ratification passed decisively — YCM CPA INC. received ~99.66% of votes for ratification
• Prior auditor issued an unqualified report for fiscal year ended May 31, 2024 and reported no disagreements or reportable events

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine AGM outcomes with strong shareholder support for directors and auditor ratification, indicating governance continuity.

The board slate was re-elected with overwhelming majority support, with individual director votes in favor exceeding 99.6% and withheld votes near 0.3%, which signifies broad shareholder endorsement of the incumbent directors. The auditor ratification likewise passed decisively with 99.66% support. These results suggest stability in board composition and external audit oversight. All facts reported are procedural and do not include any disclosed governance disputes or contested elections.

Audit & Risk Analyst

TL;DR: Auditor change is documented as procedural; prior auditor issued an unqualified report and reported no disagreements or reportable events.

Shareholders ratified YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025, and the company dismissed Onestop Assurance PAC. The filing explicitly states Onestop’s audit report for fiscal 2024 was unqualified and that there were no disagreements or reportable events between Onestop and the company prior to dismissal. From a risk perspective, the disclosure does not indicate audit-related conflicts or qualifications that would raise immediate red flags based on the provided information.

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 August 2025

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Submission of Matters to a Vote of Security Holders

On May 2, 2025, JBDI Holdings Limited (the “Company”) held its annual general meeting of shareholders (the “Annual General Meeting”). The Company’s shareholders voted to approve the election of each director nominee named in proposal 1 and approved proposal 2, the ratification of YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025. The following chart sets forth the number and percentage of votes cast for, withheld for the election of directors and the number of votes for, against, and the number of abstention votes, with respect to each proposal voted upon by the Company’s shareholders (proposal numbers correspond to the proposal numbers used in the Company’s definitive proxy statement for the Annual General Meeting):

Proposals			For								Withheld
1.	Elect the following director nominees to the Board of Directors:
	Lim Chwee Poh			10,624,319				99.70	%			32,006				0.30	%
	Liang Zhaorong			10,625,309				99.71	%			31,016				0.29	%
	Han Yee Yen			10,625,320				99.71	%			31,005				0.30	%
	Chan Chin Hoong			10,620,613				99.70	%			32,003				0.29	%
	Soh Kar Liang			10,564,662				99.66	%			9,412				0.30	%

			For								Against								Abstain
2.	Ratification of YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025			10,620,613				99.66	%			26,300				0.25	%			9,412				0.09

Change in Auditors

As a result of the ratification of YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025, the Company dismissed Onestop Assurance PAC as the independent registered public accounting firm for the Company.

Onestop Assurance PAC’s audit report on the Company’s financial statements as of and for the fiscal year ended May 31, 2024 did not contain an adverse opinion nor a disclaimer of opinion and was not qualified nor modified as to uncertainty, audit scope or accounting principles.

From Onestop Assurance PAC’s appointment to the date of its dismissal, there were (i) no disagreements between the Company and Onestop Assurance PAC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Onestop Assurance PAC, would have caused Onestop Assurance PAC to make reference to the subject matter of the disagreement in its report on the financial statements for such year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

2

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: August 13, 2025	JBDI Holdings Limited
	By:	/s/ Lim Chwee Poh
	Name:	Mr. Lim Chwee Poh
	Title:	Executive Director and Principal Executive Officer

3

FAQ

What were the results of JBDI's 2025 annual general meeting (AGM)?

Shareholders re-elected all director nominees with >99.6% support; vote counts in favor ranged from 10,564,662 to 10,625,320, with withheld votes around 31,000 or fewer.

Was a new auditor approved for JBDI (JBDI)?

Yes. Shareholders ratified YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025, with 10,620,613 votes in favor (~99.66%).

What happened to the prior auditor, Onestop Assurance PAC?

Onestop Assurance PAC was dismissed as the company's independent registered public accounting firm. Its audit report for fiscal year ended May 31, 2024 was unqualified, and there were no disagreements or reportable events reported prior to dismissal.

How many votes opposed or abstained on the auditor ratification?

For the ratification of YCM CPA INC., there were 26,300 votes against (~0.25%) and 9,412 abstentions (~0.09%).