JBDI investor exits 13.1% stake for $1.37M

Former over-5% shareholder Siow Kim Lian has sold her entire 13.12% stake in JBDI Holdings Ltd and now holds no shares.

Available on EDGAR 09/14/2026 - 11:17 AM EDT Accepted by SEC EDGAR 09/14/2026 - 11:17 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

JBDI Holdings Ltd (JBDI) discloses that former major shareholder Siow Kim Lian has fully exited her position. On September 7, 2026, she entered into a Share Purchase Agreement to sell 1,248,574 Ordinary Shares for US$1,370,000, representing 13.12% of JBDI’s issued share capital immediately before the transaction. The sale closed on September 10, 2026, after which she holds 0 shares and is no longer a beneficial owner of more than 5% of JBDI’s Ordinary Shares. The filing states the disposal was made for personal financial planning purposes and that she has no further plans regarding JBDI’s corporate actions.

Key Figures

Shares sold: 1,248,574 shares Aggregate consideration: US$1,370,000 Stake percentage before sale: 13.12% +3 more

6 metrics

Shares sold 1,248,574 shares Ordinary Shares sold under the Share Purchase Agreement dated September 7, 2026

Aggregate consideration US$1,370,000 Total consideration for the 1,248,574 Ordinary Shares sold

Stake percentage before sale 13.12% Portion of JBDI’s issued and outstanding share capital represented by the shares sold

Post-transaction holding 0 shares Ordinary Shares beneficially owned by the reporting person after completion of the transaction

Ownership threshold 5% Reporting person ceased to be beneficial owner of more than 5% of JBDI’s Ordinary Shares as of September 10, 2026

Transaction closing date September 10, 2026 Date the share sale transaction was completed

Key Terms

Schedule 13D, beneficial owner, Share Purchase Agreement, exit filing, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner regulatory

"the Reporting Person has ceased to be the beneficial owner of more than five"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Share Purchase Agreement financial

"entered into a share purchase agreement (the "SPA") with Ms. Marcia Pong"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

exit filing regulatory

"The filing of this Amendment constitutes an exit filing for the Reporting Person"

Ordinary Shares financial

"Ordinary Shares, par value $0.001 (Title of Class of Securities)"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

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

What change in ownership does this Schedule 13D/A report for JBDI?

It reports that Siow Kim Lian sold her entire stake of 1,248,574 Ordinary Shares, which represented 13.12% of JBDI’s issued share capital immediately prior to the transaction, and now beneficially owns 0 shares of the company.

How many JBDI (JBDI) shares were sold and for what price?

Under a Share Purchase Agreement dated September 7, 2026, 1,248,574 Ordinary Shares of JBDI were sold for aggregate consideration of US$1,370,000 to Ms. Marcia Pong Yoke Seen.

What percentage of JBDI’s share capital did the sold stake represent?

The stake sold by Siow Kim Lian represented 13.12% of the total issued and outstanding share capital of JBDI Holdings Ltd immediately prior to the transaction.

When did the JBDI share sale close and what is the seller’s current holding?

The transaction closed on September 10, 2026. Following completion, the reporting person holds 0 Ordinary Shares and has ceased to be a beneficial owner of more than 5% of JBDI’s Ordinary Shares.

Why was this Schedule 13D/A filed as an exit filing for JBDI (JBDI)?

As of September 10, 2026, the reporting person ceased to be the beneficial owner of more than 5% of JBDI’s Ordinary Shares. The amendment states that this Schedule 13D/A constitutes an exit filing for the reporting person.

What reason was given for disposing of JBDI shares?

The filing states that the reporting person disposed of beneficial ownership of the JBDI Ordinary Shares for personal financial planning purposes, and has no present plans or proposals regarding specified corporate actions for the company.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

JBDI Holdings Ltd

(Name of Issuer)

Ordinary Shares, par value $0.001

(Title of Class of Securities)

G50883209

(CUSIP Number)

Siow Kim Lian
34 Gul Crescent,
Singapore, U0, 629538
65 6861 4150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G50883209

1

Name of reporting person

Siow Kim Lian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.001
(b)	Name of Issuer: JBDI Holdings Ltd
(c)	Address of Issuer's Principal Executive Offices: 34 Gul Crescent, Singapore, SINGAPORE , 629538.
Item 2.	Identity and Background
(a)	JBDI Holdings Limited
(b)	34 Gul Crescent, Singapore, Singapore, 629538
(c)	34 Gul Crescent, Singapore, Singapore, 629538
(d)	No
(e)	No
(f)	Singapore
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 and Item 5 is hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	On September 7, 2026, Ms. Siow entered into a share purchase agreement (the "SPA") with Ms. Marcia Pong Yoke Seen (the "Purchaser"), a copy of which is incorporated by reference into this Amendment No. 1 as Exhibit A. Pursuant to the SPA, Ms. Siow sold 1,248,574 Ordinary Shares to the Purchaser for an aggregate consideration of US$1,370,000.00, representing 13.12% of the total issued and outstanding share capital of the Issuer immediately prior to the transactions contemplated under the Agreement (the "Transaction"). The Transaction was closed on September 10, 2026. Upon the completion of the Transaction, Ms. Siow does not hold any Ordinary Share or other equity interests in the Issuer. The Reporting Person disposed beneficial ownership of the Ordinary Shares for personal financial planning purposes. Other than the foregoing, the Reporting Persons has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5.	Interest in Securities of the Issuer
(a)	0.00 Ordinary Shares, representing 0.00% of the total issued and outstanding share capital of the Issuer.
(b)	The Reporting Person does not have any Ordinary Share or other equity interests in the Issuer.
(c)	There were no transactions in the class of securities reported that were effected during the past 60 days by the Reporting Person.
(d)	None.
(e)	As of September 10, 2026, the Reporting Person has ceased to be the beneficial owner of more than five percent (5%) of the Ordinary Shares outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Person.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 and Item 5 is hereby incorporated by reference into this Item 6. Except as described above or elsewhere provided in this Amendment or incorporated by reference in this Amendment, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Share Purchase Agreement, dated as of September 7, 2026, by and between Ms. Siow and the Purchaser

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Siow Kim Lian

Signature:	/s/ Siow Kim Lian
Name/Title:	Siow Kim Lian
Date:	09/14/2026