JBDI Holdings stake of 46% disclosed by major owners

JBDI Holdings Ltd’s major shareholder group, consisting of E U Holdings Pte.

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.

Key Figures

Beneficial ownership: 3,947,910 Ordinary Shares Ownership percentage: 46.0% Acquisition consideration: US$800,000 +5 more

8 metrics

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

Key Terms

beneficially owned, dispositive power, forward stock split, reverse stock split, +2 more

6 terms

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"

FAQ

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

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.

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

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Available on EDGAR 07/29/2026 - 01:27 PM Accepted by SEC EDGAR 07/29/2026 - 01:27 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

JBDI Holdings Ltd

(Name of Issuer)

Ordinary Shares, par value $0.001

(Title of Class of Securities)

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

CUSIP Number(s): G50883209

1

Name of reporting person

E U Holdings Pte. Ltd

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 3,947,910.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,947,910.00

11

Aggregate amount beneficially owned by each reporting person

394,791.00

12

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

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): G50883209

1

Name of reporting person

Ng Eng Guan

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 3,947,910.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,947,910.00

11

Aggregate amount beneficially owned by each reporting person

3,947,910.00

12

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

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

IN

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

CUSIP Number(s): G50883209

1

Name of reporting person

Neo Chin Heng

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 3,947,910.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,947,910.00

11

Aggregate amount beneficially owned by each reporting person

3,947,910.00

12

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

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

IN

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

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)	E U Holdings Pte. Ltd
(b)	34 Gul Crescent, Singapore, Singapore 629538
(c)	Holding company
(d)	No
(e)	No
(f)	U0
Item 3.	Source and Amount of Funds or Other Consideration
	On October 10, 2022, the Reporting Person and others entered into the Acquisition Agreement pursuant to which Arc Development acquired an aggregate 490 Ordinary Shares of JBDI Investments Limited (representing approximately 4.9% shareholding interest in JBDI Investments Limited, the wholly-owned subsidiary of the Issuer) from the Reporting Person and others for aggregate consideration of US$800,000. As a term of the acquisition, the Reporting Person and others transferred the entire issued share capital of Jurong Barrels to JBDI Investments Limited. On January 12, 2023, the Reporting Person and others entered into a sale and purchase agreement pursuant to which the Reporting Person and others transferred his entire shareholding interest in Jurong Barrels to JBDI. The consideration is settled by JBDI allotting and issuing 1 Ordinary Share to the Reporting Person. On May 30, 2023, the Reporting Person and others entered into a reorganization agreement pursuant to which the Reporting Person and others transferred his 490 Ordinary Shares into the Issuer. The consideration was the Issuer issuing 4,704,179 Ordinary Shares to the Reporting Person. Upon completion of the reorganization, the Reporting Person owns 4,704,179 Ordinary Shares of the Issuer. On February 7, 2024, for purposes of the initial public offering, the Issuer effected a 1:2 share forward stock split resulting in the Reporting Person owning 9,408,368 Ordinary Shares of the Issuer. The Reporting Person subsequently sold 299,998 Ordinary Shares pursuant to a registration of resale shares during the initial public offering resulting in 9,108,360 Ordinary Shares current held of record by the Reporting Person. The Issuer effected a reverse stock split June 29, 2026 resulting in the current ownership of 3,947,910 ordinary shares.
Item 4.	Purpose of Transaction
	The Reporting Person acquired its 3,947,910 shares of the Issuer pursuant to the reorganization and forward stock split described in Item 3, above. The Reporting Person does not have any plans or proposals that relate to items (a) through (j) above.
Item 5.	Interest in Securities of the Issuer
(a)	3,947,910 Ordinary Shares, the percentage is 46.0%
(b)	The Reporting Person has shared voting and dispositive power over 3,947,910 Ordinary Shares, which represents 46.03% of the outstanding Ordinary Shares of 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)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None
Item 7.	Material to be Filed as Exhibits.
	None

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.

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