JBDI approves 7M Class B shares for EUG Investment Limited

Class A remains the listed and traded class, while each Class B share carries 100 votes and has no dividend or winding-up distribution rights.

Rhea-AI Filing Summary

JBDI Holdings Ltd shareholders approved an immediate increase in authorized share capital from US$500,000 divided into 500,000,000 shares to US$5,000,000 divided into 5,000,000,000 shares, each with US$0.001 par value. At the October 22, 2026 extraordinary meeting, 7,340,087 shares were represented, approximately 77.15% of voting power.

Shareholders also approved a dual-class structure: Class A Ordinary Shares carry one vote each and Class B Ordinary Shares carry 100 votes each. Class B shares are not entitled to dividends or distributions upon winding up, and neither class is convertible into the other. The approved structure calls for existing issued and treasury shares to be redesignated Class A one-for-one, with Class A remaining the listed and traded class. It also provides for 7,000,000 Class B shares to be allotted and issued to EUG Investment Limited for US$7,000 immediately following completion of Proposals 1–3. All four resolutions passed, and the stated conditions were satisfied.

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How the balance works

Positive

• None.

Negative

• Moderate pointClass B shares carry 100 votes each; Class A shares carry one.

Key Figures

Ordinary shares outstanding: 9,514,544 shares Meeting attendance: approximately 77.15% Authorized share capital before approval: US$500,000 +5 more

8 metrics

Ordinary shares outstanding 9,514,544 shares As of September 21, 2026

Meeting attendance approximately 77.15% Voting power represented at the extraordinary meeting

Authorized share capital before approval US$500,000 Divided into 500,000,000 shares

Authorized share capital after approval US$5,000,000 Divided into 5,000,000,000 shares of US$0.001 par value each

Authorized shares after approval 5,000,000,000 shares 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B Ordinary Shares

Class B voting rights 100 votes per share Approved dual-class structure

Class B shares to be issued 7,000,000 shares To EUG Investment Limited following completion of Proposals 1, 2 and 3

Aggregate consideration US$7,000 For the 7,000,000 Class B Ordinary Shares

Key Terms

authorised share capital, Class B Ordinary Shares, treasury shares, quorum, +1 more

5 terms

authorised share capital regulatory

"the authorised share capital of the Company be increased"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

Class B Ordinary Shares technical

"Class B Ordinary Shares, each carrying one hundred (100) votes per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

treasury shares financial

"9,893,762 Ordinary Shares ... held by the Company as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

quorum regulatory

"the quorum required for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Second Amended and Restated Memorandum and Articles of Association regulatory

"the Second Amended and Restated Memorandum and Articles of Association"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which JBDI shareholder proposals passed?

All four resolutions passed. They approved an increase in authorized share capital, a dual-class share structure, adoption of the Second Amended and Restated Memorandum and Articles of Association, and an allotment and issuance of Class B shares to EUG Investment Limited.

How many votes do JBDI Class B shares carry?

Each Class B Ordinary Share carries 100 votes, while each Class A Ordinary Share carries one vote. Class B shares are not entitled to dividends or distributions upon winding up, and neither class is convertible into the other.

How many Class B shares will JBDI issue, and to whom?

The approved resolution provides for 7,000,000 Class B Ordinary Shares to be allotted and issued to EUG Investment Limited for aggregate consideration of US$7,000 immediately following completion of Proposals 1, 2 and 3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/23/2026 - 06:10 AM EDT Accepted by SEC EDGAR 10/23/2026 - 06:10 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 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)

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 ☐

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

References are made to the Notice of Extraordinary General Meeting of Shareholders dated September 29, 2026 (the “EGM Notice”) of JBDI Holdings Limited (the “Company”). The extraordinary general meeting of shareholders convened pursuant to the EGM Notice is referred to as the “2026 Extraordinary Meeting”. Unless otherwise required by the context, capitalized terms used in this announcement shall have the same meanings as defined in the EGM Notice.

The 2026 Extraordinary Meeting was held as a virtual-only meeting via live webcast online on October 22, 2026 at 9:00 p.m. Singapore Time (October 22, 2026 at 9:00 a.m. U.S. Eastern Time).

As of the close of business on September 21, 2026 (the “Record Date”), the total number of issued and outstanding Ordinary Shares was 9,514,544 Ordinary Shares, which was the total number of Shares entitling Shareholders to attend and vote in favor of, against or in abstention on the resolutions proposed at the 2026 Extraordinary Meeting. Each Ordinary Share is entitled to one (1) vote.

Holders of 7,340,087 Ordinary Shares were present virtually or represented by proxy at the 2026 Extraordinary Meeting, representing approximately 77.15% of the total voting power of all issued and outstanding Ordinary Shares entitled to vote at the 2026 Extraordinary Meeting. Accordingly, the quorum required for the transaction of business at the 2026 Extraordinary Meeting was present.

All resolutions proposed at the 2026 Extraordinary Meeting have been duly passed. The voting results in respect of the resolutions proposed at the 2026 Extraordinary Meeting are set out as follows:

1. RESOLVED AS AN ORDINARY RESOLUTION THAT:

With immediate effect, the authorised share capital of the Company be increased from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each to US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each;

For		Against		Abstain
7,305,169		34,919		0

2. RESOLVED AS A SPECIAL RESOLUTION THAT:

Subject to and immediately following the passing of Proposal 1, and subject to the passing of Proposal 3: (a) the Company’s share capital be divided into two classes of Ordinary Shares, being (i) Class A Ordinary Shares, each carrying one (1) vote per share, and (ii) Class B Ordinary Shares, each carrying one hundred (100) votes per share, with the rights, preferences, privileges, restrictions and other terms of such classes as set forth in the Second Amended and Restated Memorandum and Articles of Association (the “Second ARM&A”), including that the Class B Ordinary Shares shall not be entitled to dividends or distributions upon a winding up of the Company, and neither Class A Ordinary Shares nor Class B Ordinary Shares shall be convertible into the other class; (b) 4,490,106,238 authorised but unissued Ordinary Shares of a nominal or par value of US$0.001 each in the share capital of the Company be redesignated as Class A Ordinary Shares; (c) 500,000,000 authorised but unissued Ordinary Shares of a nominal or par value of US$0.001 each in the share capital of the Company be redesignated as Class B Ordinary Shares; (d) all existing 9,893,762 Ordinary Shares of the Company, comprising (i) 9,514,544 issued and outstanding Ordinary Shares held by shareholders and (ii) 379,218 Ordinary Shares held by the Company as treasury shares, be redesignated and reclassified as Class A Ordinary Shares on a one-for-one basis, with each Class A Ordinary Share carrying one (1) vote per share, and that such Class A Ordinary Shares continue to constitute the Company’s listed and traded class of Ordinary Shares on Nasdaq; and (e) as a result of the foregoing, the authorised share capital of the Company be changed from US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, to US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, consisting of (i) 4,500,000,000 Class A Ordinary Shares and (ii) 500,000,000 Class B Ordinary Shares;

For		Against		Abstain
7,305,564		34,373		150

3. RESOLVED AS A SPECIAL RESOLUTION THAT:

The Second ARM&A in the form produced to the 2026 Extraordinary Meeting be adopted in its entirety and in substitution for and to the exclusion of the Company’s existing amended and restated memorandum and articles of association, with immediate effect and subject to the passing of Proposals 1 and 2; and

For		Against		Abstain
7,305,564		34,373		150

4. RESOLVED AS AN ORDINARY RESOLUTION THAT:

Immediately following completion of the matters referred to in Proposals 1, 2 and 3 above, 7,000,000 Class B Ordinary Shares be allotted and issued to EUG INVESTMENT LIMITED for an aggregate consideration of US$7,000, credited as fully paid.

For		Against		Abstain
7,305,014		34,923		150

The approval of Proposal 2 was conditional upon the passing of Proposals 1 and 3, the approval of Proposal 3 was conditional upon the passing of Proposals 1 and 2, and the approval of Proposal 4 was conditional upon the passing of Proposals 1, 2 and 3. As Proposals 1, 2 and 3 have been duly passed, all such conditions have been satisfied. Accordingly, all resolutions proposed at the 2026 Extraordinary Meeting have been duly passed.

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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.

Dated: October 23, 2026

	JBDI Holdings Limited
	By:	/s/ Lim Chwee Poh
	Name:	Lim Chwee Poh
	Title:	Chair of the Board, Executive Director and Principal Executive Officer

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