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Major investors report 46% stake in JBDI Holdings Ltd (JBDI)

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Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

JBDI Holdings Ltd’s major shareholder group, consisting of E U Holdings Pte. Ltd. and its two 50% equity owners and directors, Ng Eng Guan and Neo Chin Heng, reports beneficial ownership of 3,947,910 Ordinary Shares, representing 46.0% of JBDI’s outstanding Ordinary Shares. They hold shared voting and dispositive power over this stake.

The position arose from a series of transactions, including an October 10, 2022 acquisition agreement involving Jurong Barrels and JBDI Investments Limited for US$800,000, a January 12, 2023 sale and purchase agreement, and a May 30, 2023 reorganization under which 4,704,179 JBDI shares were issued. A 1:2 forward stock split on February 7, 2024, a sale of 299,998 shares in the initial public offering, and a reverse stock split on June 29, 2026 resulted in the current 3,947,910-share holding. The reporting persons state they have no plans for corporate actions covered by items (a)–(j), report no transactions in the past 60 days, and disclose no contracts or arrangements regarding JBDI securities.

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Beneficial ownership 3,947,910 Ordinary Shares Shares beneficially owned with shared voting and dispositive power
Ownership percentage 46.0% Represents 46.0% of the outstanding Ordinary Shares of the Issuer
Acquisition consideration US$800,000 Paid by Arc Development for 490 Ordinary Shares of JBDI Investments Limited
JBDI Investments shares 490 Ordinary Shares Aggregate shares of JBDI Investments Limited acquired, about 4.9% interest
Initial JBDI Investments stake 4.9% Approximate shareholding interest in JBDI Investments Limited
Reorganization issuance 4,704,179 Ordinary Shares Shares issued by JBDI Holdings Ltd under the May 30, 2023 reorganization
Forward stock split ratio 1:2 Share forward stock split effected February 7, 2024
IPO resale shares sold 299,998 Ordinary Shares Shares sold pursuant to a registration of resale shares during the initial public offering
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"Shared Dispositive Power 3,947,910.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
forward stock split financial
"effected a 1:2 share forward stock split"
A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.
reverse stock split financial
"The Issuer effected a reverse stock split June 29, 2026"
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.
initial public offering financial
"for purposes of the initial public offering, the Issuer effected"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
reorganization agreement financial
"entered into a reorganization agreement pursuant to which the Reporting Person"

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

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FAQ

What stake in JBDI Holdings Ltd (JBDI) do the reporting persons hold?

The reporting persons collectively report 3,947,910 Ordinary Shares of JBDI Holdings Ltd, representing 46.0% of the company’s outstanding Ordinary Shares, with shared voting and dispositive power over this stake.

Who are the reporting persons in this Schedule 13D for JBDI (JBDI)?

The filing names E U Holdings Pte. Ltd. and its 50% equity owners and directors, Ng Eng Guan and Neo Chin Heng, all based in Singapore, as reporting persons with shared voting and dispositive power over JBDI shares.

How was the 46.0% JBDI (JBDI) stake accumulated by the reporting persons?

The stake results from an October 10, 2022 acquisition for US$800,000, subsequent transfers of Jurong Barrels, a May 30, 2023 reorganization issuing 4,704,179 shares, a 1:2 forward stock split, IPO resale of 299,998 shares, and a later reverse split.

Have the reporting persons traded JBDI (JBDI) shares recently?

They state that there were no transactions in JBDI’s Ordinary Shares by the reporting persons during the past 60 days before the event requiring the Schedule 13D filing.

Do the reporting persons plan any corporate changes at JBDI (JBDI)?

They state they do not have plans or proposals relating to items (a) through (j), which include mergers, major asset sales, changes in board composition, or other significant corporate actions involving JBDI Holdings Ltd.

Are there any special contracts or arrangements regarding JBDI (JBDI) shares?

Under Item 6, the reporting persons disclose no contracts, arrangements, understandings, or relationships with respect to JBDI’s securities beyond the ownership and transactions already described in the Schedule 13D.

What stock split actions affected the JBDI (JBDI) share count for the reporting persons?

JBDI effected a 1:2 forward stock split on February 7, 2024, increasing the reporting person’s holdings, and later a reverse stock split on June 29, 2026, resulting in the current 3,947,910 Ordinary Shares.





G50883209

(CUSIP Number)
Neo Chin Heng
34 Gul Crescent,
Singapore, U0, 629538
65 6861 4150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/06/2024

(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






SCHEDULE 13D




Comment for Type of Reporting Person:
The Reporting Person is the equity owner of 50% of the shares of E U Holdings Pte. Ltd. and is also a director. Therefore, the Reporting Person has shared power and authority over the voting and disposition of the shares of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
The Reporting Person is the equity owner of 50% of the shares of E U Holdings Pte. Ltd. and is also a director. Therefore, the Reporting Person has shared power and authority over the voting and disposition of the shares of the Issuer.


SCHEDULE 13D


E U Holdings Pte. Ltd
Signature:/s/ Neo Chin Heng
Name/Title:Director
Date:07/29/2026
Ng Eng Guan
Signature:/s/ Ng Eng Guan
Name/Title:Director
Date:07/29/2026
Neo Chin Heng
Signature:/s/ Neo Chin Heng
Name/Title:Director
Date:07/29/2026