JBDI OKs 1‑for‑2 reverse stock split, elects board

JBDI Holdings Limited reported the results of its Annual General Meeting of Members held on May 28, 2026 in Singapore.

Rhea-AI Filing Summary

JBDI Holdings Limited reported the results of its Annual General Meeting of Members held on May 28, 2026 in Singapore. Members approved a 1‑for‑2 Reverse Stock Split of the Company’s issued ordinary shares, giving the Board discretion to implement it at any time within 12 months when it believes doing so is in the Company’s best interests.

Shareholders also elected five directors, including two executive directors and three independent non‑executive directors, to serve until the next annual meeting. In addition, Members ratified OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026.

Insights

Corporate governance analyst

JBDI’s AGM approved a discretionary 1‑for‑2 reverse split and confirmed its board and auditor.

The AGM resolutions give JBDI Holdings Limited flexibility to implement a 1‑for‑2 Reverse Stock Split of issued ordinary shares during the 12 months following member approval. The Board can choose whether and when to effect the split, which may help manage trading mechanics but does not by itself change company value.

Shareholders also confirmed the board structure by electing two executive directors and three independent non‑executive directors, and ratified OneStop Assurance PAC as auditor for the fiscal year ending May 31, 2026. Overall, these are routine governance decisions, and their impact will depend on how and if the Board uses the reverse split authority.

Key Figures

Reverse stock split ratio: 1-for-2 Number of directors elected: 5 directors AGM date: May 28, 2026 +3 more

6 metrics

Reverse stock split ratio 1-for-2 Approved split of issued Ordinary Shares

Number of directors elected 5 directors Elected at AGM to serve until next annual meeting

AGM date May 28, 2026 Annual General Meeting of Members in Singapore

Record date for voting May 5, 2026 Members of record entitled to notice and vote

Fiscal year-end May 31, 2026 Year for which OneStop Assurance PAC appointed auditor

Reverse split implementation window 12 months Period after member approval during which Board may effect split

Key Terms

Reverse Stock Split, Annual General Meeting of Members, independent registered public accounting firm, Independent Non-Executive Director, +1 more

5 terms

Reverse Stock Split financial

"To approve a share consolidation (the “Reverse Stock Split”) of the Company’s issued Ordinary Shares in a ratio of 1 for 2"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Annual General Meeting of Members regulatory

"held its Annual General Meeting of Members (“AGM”) at 11:00 a.m., local time, on May 28, 2026"

independent registered public accounting firm financial

"To ratify the appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Independent Non-Executive Director financial

"(iii) Han Yee Yen, Independent Non-Executive Director; (iv) Ng Siew Cher, Independent Non-Executive Director; and (v) Lim Geok Peng, Independent Non-Executive Director"

An independent non-executive director is a board member who is not part of a company’s day-to-day management and has no close ties to major owners, so they can offer unbiased oversight of strategy, risks, and executive pay. For investors, they act like an impartial referee who helps prevent conflicts of interest, improve transparency and hold management accountable, which can reduce governance risk and protect shareholder value.

Members of record regulatory

"Only Members of record at the close of business on May 5, 2026 were entitled to notice of and to vote at the AGM"

FAQ

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

What reverse stock split did JBDI (JBDI) shareholders approve?

Shareholders approved a 1‑for‑2 Reverse Stock Split of JBDI’s issued ordinary shares. The Board has discretion to implement the split at any time within 12 months after approval if it believes doing so is most advantageous and in the best interests of the Company.

When and where did JBDI (JBDI) hold its 2026 Annual General Meeting?

JBDI held its 2026 Annual General Meeting of Members on May 28, 2026, at 11:00 a.m. local time. The meeting took place at the Company’s office at 34 Gul Crescent, Singapore 629538, with Members of record on May 5, 2026 entitled to vote.

Which directors were elected at JBDI’s 2026 Annual General Meeting?

Members elected five directors: Lim Chwee Poh and Liang Zhaorong as Executive Directors, and Han Yee Yen, Ng Siew Cher, and Lim Geok Peng as Independent Non‑Executive Directors. They will serve until the next annual meeting and until their successors are elected and qualified.

Which audit firm did JBDI (JBDI) appoint for the year ending May 31, 2026?

Members ratified the appointment of OneStop Assurance PAC as JBDI’s independent registered public accounting firm. The appointment covers the fiscal year ending May 31, 2026 and was duly approved at the Annual General Meeting of Members held in Singapore.

Does the JBDI reverse stock split take effect immediately after approval?

No, the reverse stock split does not take effect automatically. The Board of Directors may, in its sole discretion, choose to effect or not effect the 1‑for‑2 Reverse Stock Split at any time within 12 months following member approval when it considers it most advantageous.

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

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

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Accepted by SEC EDGAR 05/29/2026 - 02:14 PM Learn about SEC filing dates

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 May 28, 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)

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 ☐

ANNUAL GENERAL MEETING OF MEMBERS

JBDI Holdings Limited, a Cayman Islands exempted company (the “Company”), held its Annual General Meeting of Members (“AGM”) at 11:00 a.m., local time, on May 28, 2026 at the office of the Company located at 34 Gul Crescent, Singapore 629538 for the following purposes:

	(1)	To approve a share consolidation (the “Reverse Stock Split”) of the Company’s issued Ordinary Shares in a ratio of 1 for 2 (the “Reverse Stock Split Ratio”), provided that the Board of Directors may, in its sole and absolute discretion, elect to either: (i) effect the Reverse Stock Split; or (ii) not effect the Reverse Stock Split, and further the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members, to effect the Reverse Stock Split at any time during the 12 month period following approval of the Reverse Stock Split by the Members when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Company;
	(2)	To elect the following five (5) persons to serve as directors of the Company in their respective capacities until the next annual meeting of Members and thereafter until their successors shall have been elected and qualified: (i) Lim Chwee Poh, Executive Director; (ii) Liang Zhaorong, Executive Director; (iii) Han Yee Yen, Independent Non-Executive Director; (iv) Ng Siew Cher, Independent Non-Executive Director; and (v) Lim Geok Peng, Independent Non-Executive Director;
	(3)	To ratify the appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026; and
	(4)	To consider and act upon such other business as may properly come before the AGM.

Only Members of record at the close of business on May 5, 2026 were entitled to notice of and to vote at the AGM.

RESULTS OF THE ANNUAL GENERAL MEETING OF MEMBERS

The results of the Annual Meeting were as follows:

	(1)	The Reverse Stock Split of the Company’s issued Ordinary Shares in a ratio of 1 for 2 was approved, provided that the Board of Directors may, in its sole and absolute discretion, elect to either: (i) effect the Reverse Stock Split; or (ii) not effect the Reverse Stock Split, and further the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the Members, to effect the Reverse Stock Split at any time during the 12 month period following approval of the Reverse Stock Split by the Members when it believes the Reverse Stock Split to be most advantageous and in the best interests of the Company.
	(2)	The following five (5) persons were elected to serve as directors of the Company in their respective capacities until the next annual meeting of Members and thereafter until their successors shall have been elected and qualified: (i) Lim Chwee Poh, Executive Director; (ii) Liang Zhaorong, Executive Director; (iii) Han Yee Yen, Independent Non-Executive Director; (iv) Ng Siew Cher, Independent Non-Executive Director; and (v) Lim Geok Peng, Independent Non-Executive Director.
	(3)	The appointment of OneStop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026 was duly approved and ratified.

Exhibits

None

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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.

Date: May 29, 2026	JBDI Holdings Limited
	By:	/s/ Mr. Lim Chwee Poh
	Name:	Mr. Lim Chwee Poh
	Title:	Executive Director and Principal Executive Officer

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