JBDI to follow Cayman rules over Nasdaq 5635

Q: Which Nasdaq rule is JBDI (JBDI) choosing not to follow?

JBDI is choosing not to follow Nasdaq Listing Rule 5635. That rule sets out when shareholder approval is required for issuances of securities in acquisitions, equity-based compensation, changes of control, and certain non-public transactions, plus related general provisions and a financial viability exception.

Q: Why can JBDI (JBDI) use the home country rule exemption?

JBDI is a foreign private issuer incorporated in the Cayman Islands and listed on Nasdaq. Nasdaq rules allow such issuers to follow home country corporate governance practices instead of some Nasdaq requirements, if supported by an appropriate legal certification.

Q: What support did JBDI (JBDI) provide to Nasdaq for this exemption?

JBDI’s Cayman Islands counsel, Harney Westwood & Riegels, provided a letter to Nasdaq certifying that, under Cayman Islands law, the company is not required to comply with the shareholder approval requirements contained in Nasdaq Listing Rule 5635.

Q: Does JBDI (JBDI) say its governance otherwise differs from U.S. companies?

JBDI states that, except for the Nasdaq Listing Rule 5635 exemption, there is no significant difference between its corporate governance practices and those Nasdaq requires of U.S. domestic companies.

JBDI Holdings Ltd will follow Cayman Islands practices instead of Nasdaq shareholder approval rules for certain equity issuances under the home country exemption.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

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.

Key Terms

foreign private issuer, home country rule exemption, Nasdaq Listing Rule 5615(a)(3), Nasdaq Listing Rule 5635, +1 more

5 terms

foreign private issuer regulatory

"Under Nasdaq rules, a foreign private issuer may, in general, follow"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country rule exemption regulatory

"has now elected to rely on the home country rule exemption under"

Nasdaq Listing Rule 5615(a)(3) regulatory

"home country rule exemption under Nasdaq Listing Rule 5615(a)(3)"

Nasdaq Listing Rule 5635 regulatory

"The Company has elected to be exempt from the requirements as follows (i) Nasdaq Listing Rule 5635"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

corporate governance listing standards regulatory

"the Company is subject to Nasdaq corporate governance listing standards"

FAQ

What governance change did JBDI (JBDI) disclose in this Form 6-K?

JBDI disclosed that it has elected to rely on the Cayman Islands home country rule exemption under Nasdaq Listing Rule 5615(a)(3), allowing it to follow home country corporate governance practices instead of certain Nasdaq 5600 Series shareholder approval requirements.

Which Nasdaq rule is JBDI (JBDI) choosing not to follow?

JBDI is choosing not to follow Nasdaq Listing Rule 5635. That rule sets out when shareholder approval is required for issuances of securities in acquisitions, equity-based compensation, changes of control, and certain non-public transactions, plus related general provisions and a financial viability exception.

Why can JBDI (JBDI) use the home country rule exemption?

JBDI is a foreign private issuer incorporated in the Cayman Islands and listed on Nasdaq. Nasdaq rules allow such issuers to follow home country corporate governance practices instead of some Nasdaq requirements, if supported by an appropriate legal certification.

What support did JBDI (JBDI) provide to Nasdaq for this exemption?

JBDI’s Cayman Islands counsel, Harney Westwood & Riegels, provided a letter to Nasdaq certifying that, under Cayman Islands law, the company is not required to comply with the shareholder approval requirements contained in Nasdaq Listing Rule 5635.

Does JBDI (JBDI) say its governance otherwise differs from U.S. companies?

JBDI states that, except for the Nasdaq Listing Rule 5635 exemption, there is no significant difference between its corporate governance practices and those Nasdaq requires of U.S. domestic companies.

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

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Available on EDGAR 09/11/2026 - 06:40 AM Accepted by SEC EDGAR 09/11/2026 - 06:39 AM

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 September 2026

Commission File Number 001-42259

JBDI Holdings Limited

(Exact name of registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporate 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 ☐

Information Contained in this Form 6-K Report

This current report on 6-k is being filed to disclose that JBDI Holdings Limited (the “Company”) has now elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters.

As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Listing Rules 5600 Series, the Company has elected to be exempt from the requirements as follows:

(i) Nasdaq Listing Rule 5635 which sets forth (A) the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (a) the acquisition of the stock or assets of another company, (b) equity-based compensation of officers, directors, employees or consultants, (c) a change of control, and (d) transactions other than public offerings; (B) general provisions relating to shareholder approval; and (C) the financial viability exception to the shareholder approval requirement.

Harney Westwood & Riegels, the Company’s Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, the Company is not required to comply with above-mentioned requirements.

Except for the foregoing, there is no significant difference between the Company’s corporate governance practices and what the Nasdaq requires of domestic U.S. companies.

EXHIBIT INDEX

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Home Country Exemption Letter

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.