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 November 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 Office)
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 ☐
Completion
of Acquisition of Glorian Capital Ltd.
As
previously reported, on October 12, 2026, JBDI Holdings Limited (the “Company” or “Buyer”)
entered into a share purchase agreement (the “SPA”) with the sellers listed in Annex I thereto (each a “Seller”,
collectively the “Sellers”), and Glorian Capital Ltd, a company incorporated under the laws of the British
Virgin Islands (the “Target Company”), pursuant to which the Company agreed to acquire 100% of the issued shares
of the Target Company (50,000 shares of $1.00 par value each) for an aggregate consideration of $900,000,000.
The
Target Company, through its wholly-owned operating subsidiary Flicknmix Ltd, a London-based technology company, develops and operates
ZYMIX, an AI-native social networking and digital lifestyle platform. ZYMIX integrates real-time messaging, group and community interactions,
content, event-related social features and local-service discovery within a unified user experience. Artificial intelligence is a core
component of ZYMIX’s product and technology strategy, including its persistent AI assistant and the planned integration of AI across
communication, content discovery and social interaction.
On
November 4, 2026, the Company completed the acquisition of 100% of the Target Company from the Sellers pursuant to the SPA. The acquisition
comprised all 50,000 issued shares of the Target Company (the “Shares”), representing 100% of its equity interests,
which were transferred to the Company at Closing.
The
aggregate purchase price for the Shares was $900,000,000, payable solely through the issuance and delivery at Closing of senior unsecured
perpetual zero coupon convertible promissory notes (the “Notes”) pursuant to a note purchase agreement (the
“NPA”) executed at Closing. No cash consideration was paid or payable by the Company. The Notes were issued
to the Sellers in the following amounts and allocations: (i) $711,000,000 to Prospera Global Holdings Ltd (“Prospera”) for
39,500 Shares (79%); (ii) $180,000,000 to Ironwood Partners Holding Ltd (“Ironwood”) for 10,000 Shares (20%); and (iii) $9,000,000
to Arbor Forge Capital Ltd (“Arbor Forge”) for 500 Shares (1%). At Closing, applicable conditions were satisfied or waived,
the required closing deliverables were exchanged, and the NPA and Notes were executed and delivered.
The
Notes are direct, unsecured and unsubordinated obligations of the Company and rank pari passu with all present and future unsecured and
unsubordinated obligations of the Company, except as obligations may be preferred by laws of general application. The Notes bear no ordinary
interest, have no fixed maturity date, and are not subject to scheduled amortization, a sinking fund or mandatory redemption by reason
only of the passage of time. The Notes may not be redeemed, repurchased or otherwise retired without the prior written consent of the
applicable holder, except as required by applicable law or for other mandatory legal reasons. Upon a Fundamental Change, a holder may
require redemption of all or any portion of its Note at 101% of the principal amount then being redeemed, subject to the terms of the
Note.
Subject
to the terms of the Notes, each holder may convert all or any portion of the outstanding principal amount of its Note into fully paid
and non-assessable Ordinary Shares at a fixed conversion price of $1.00 per share. If the Proposed Dual-Class Share Structure becomes
effective before conversion, the Notes will convert into Class A ordinary shares; otherwise, the Notes will convert into Ordinary Shares.
The conversion price is subject to customary anti-dilution adjustments for stock dividends, stock splits, reverse stock splits and reclassifications.
Conversion remains subject to the terms of the Notes, applicable Nasdaq issuance limitations and any required shareholder approval or
applicable home country practice exemption.
Conversion
of the Notes is subject to voting interest caps. The applicable Holder Voting Interest Cap is 31.60% for Prospera, 8.00% for Ironwood
and 0.40% for Arbor Forge, in each case together with applicable affiliates and permitted transferees. In the aggregate, the Sellers
are subject to an Aggregate Sellers’ Voting Interest Cap, 40%. A conversion may not be effected to the extent it would cause the
applicable cap to be exceeded, and any excess principal amount remains outstanding and convertible in accordance with the Notes.
For
so long as any portion of the Notes remains outstanding, the Company is required to maintain its Nasdaq listing, comply with applicable
SEC and Nasdaq requirements, use commercially reasonable efforts to maintain its foreign private issuer status, reserve sufficient authorized
but unissued Ordinary Shares for conversion of the Notes, make required Nasdaq filings and notifications, and promptly notify the holders
of events that may materially affect the Notes. The SPA also provides Prospera, as the Principal Seller, with the right, for three years
from the Closing Date, to nominate one individual for election to the Company’s board of directors, subject to applicable Nasdaq
Rules, delivery of a Home Country Practice Letter and specified eligibility requirements. The Proposed Dual-Class Share Structure was
approved by the Company’s shareholders on October 22, 2026 and was not a condition to Closing or issuance of the Notes.
The
SPA’s indemnification provisions apply from and after Closing. Subject to specified limitations, the Sellers indemnify Buyer Indemnified
Parties for breaches of Seller or Company representations and warranties and covenants, Pre-Closing Taxes, and certain pre-Closing liabilities,
while Buyer indemnifies Seller Indemnified Parties for breaches of Buyer’s representations, warranties and covenants. Representations
and warranties generally survive five years after Closing, Buyer’s non-fundamental representations and warranties survive 24 months,
and fundamental representations and specified tax obligations survive through the applicable statute of limitations plus 60 days. An
indemnification basket of $3,000,000 applies to certain claims, and aggregate liability for specified representation and warranty claims
is capped at the Purchase Price, subject to exceptions including fraud, intentional misconduct and fundamental representations.
The
foregoing description of the NPA and the Notes does not purport to be complete and is qualified in its entirety by reference to the NPA
and the Notes, respectively, which are filed as Exhibits 10.1 and 4.1, respectively, to this Report and are incorporated herein by reference.
Forward-Looking
Statements
This
Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.
Such statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve
risks and uncertainties that could cause actual results to differ materially, including risks discussed under the “Risk Factors”
section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking
statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of that date, involve
a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our
views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
Financial
Statements and Exhibits.
| Exhibit
No. |
|
Description |
4.1
|
|
Form of Convertible Promissory Note issued at Closing, filed herewith
|
| 10.1* |
|
Note Purchase Agreement, dated November 4, 2026, by and among JBDI Holdings Limited and the Purchasers listed in Annex I thereto, filed herewith |
| 10.2 |
|
Share Purchase Agreement, dated October 12, 2026, by and among JBDI Holdings Limited, the Sellers listed in Annex I thereto and Glorian Capital Ltd, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K furnished on October 13, 2026 |
| * | Portions of this
exhibit (indicated by asterisks) have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10) of Regulation S-K. |
SIGNATURES
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.
| |
JBDI
HOLDINGS LIMITED |
| |
|
|
| Date:
November 4, 2026 |
By: |
/s/
Lim Chwee Poh |
| |
Name:
|
Lim
Chwee Poh |
| |
Title: |
Executive
Director and Principal Executive Officer |
