JBDI Holdings (JBDI) director discloses 46% beneficial stake in shares

Rhea-AI Filing Summary

Ng Eng Guan, a director of JBDI Holdings Ltd, reports beneficial ownership of 3,947,910 Ordinary Shares, representing 46.0% of the company’s outstanding Ordinary Shares. These shares are held of record by E U Holdings Pte. Ltd., in which he owns 50% and serves as a director, giving him shared voting and dispositive power.

The position developed through an October 10, 2022 sale and purchase agreement and a May 30, 2023 reorganization, followed by a 1:2 forward stock split on February 7, 2024, a resale of 299,998 shares in the initial public offering, and a subsequent reverse stock split on June 29, 2026. He states that he has no current plans or proposals regarding control-related corporate actions and reports no transactions in the shares during the past 60 days.

Key Figures

Beneficially owned shares: 3,947,910 Ordinary Shares Ownership percentage: 46.0% Ownership percentage (Item 5): 46.03% +5 more

8 metrics

Beneficially owned shares 3,947,910 Ordinary Shares Reported beneficial ownership of JBDI Ordinary Shares by Ng Eng Guan through E U Holdings Pte. Ltd.

Ownership percentage 46.0% Percent of class represented by the reported beneficially owned shares

Ownership percentage (Item 5) 46.03% Portion of outstanding Ordinary Shares represented by 3,947,910 shares under Item 5(b)

Forward stock split ratio 1:2 share forward stock split Effected on February 7, 2024, increasing the number of Ordinary Shares held

Shares after forward split 9,408,368 Ordinary Shares Number of Ordinary Shares owned after the February 7, 2024 forward stock split

IPO resale shares 299,998 Ordinary Shares Shares sold pursuant to a registration of resale shares during the initial public offering

Shares before reverse split 9,108,360 Ordinary Shares Ordinary Shares held of record by E U Holdings Pte. Ltd. prior to the reverse stock split

Reverse stock split date June 29, 2026 Date on which a reverse stock split was effected, resulting in 3,947,910 shares

Key Terms

beneficially owned, shared voting power, dispositive power, forward stock split, +2 more

6 terms

beneficially owned regulatory

"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.

shared voting power regulatory

"The Reporting Person has shared voting and dispositive power over 3,947,910 Ordinary Shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power regulatory

"shared power and authority over the voting and disposition of the shares of the Issuer"

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

"the Issuer effected a 1:2 share forward stock split resulting in the Reporting Person owning 9,408,368"

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 resulting in the current ownership"

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.

registration of resale shares regulatory

"subsequently sold 299,998 Ordinary Shares pursuant to a registration of resale shares"

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

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Available on EDGAR 08/03/2026 - 01:56 PM Accepted by SEC EDGAR 08/03/2026 - 01:56 PM Learn about SEC filing dates

FAQ

How many JBDI (JBDI) shares does Ng Eng Guan beneficially own?

Ng Eng Guan beneficially owns 3,947,910 Ordinary Shares of JBDI Holdings Ltd. These shares are held of record by E U Holdings Pte. Ltd., where he is a 50% equity owner and director, giving him shared voting and dispositive power.

What percentage of JBDI (JBDI) does Ng Eng Guan control?

The reported holding represents 46.0% of JBDI’s outstanding Ordinary Shares. Item 5 also notes that the 3,947,910 shares correspond to 46.03% of the issuer’s outstanding Ordinary Shares, indicating a significant ownership stake.

Through which entity are Ng Eng Guan’s JBDI (JBDI) shares held?

The JBDI shares are held of record by E U Holdings Pte. Ltd.. Ng Eng Guan owns 50% of E U Holdings and is a director, giving him shared voting and dispositive authority over the 3,947,910 JBDI Ordinary Shares.

How did Ng Eng Guan acquire his JBDI (JBDI) share position?

His position stems from a sale and purchase agreement on October 10, 2022 and a reorganization on May 30, 2023, followed by a 1:2 forward stock split, resale of 299,998 shares in the IPO, and a later reverse stock split.

Has Ng Eng Guan recently traded JBDI (JBDI) shares?

He reports no transactions in JBDI’s Ordinary Shares during the past 60 days. Earlier, he sold 299,998 shares pursuant to a registration of resale shares in connection with JBDI’s initial public offering.

Does Ng Eng Guan have plans to change control or strategy at JBDI (JBDI)?

He states that he does not have plans or proposals relating to the control-related matters listed in items (a) through (j), such as mergers, asset sales, or changes in the board or capital structure, beyond holding his current 3,947,910-share position.

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)

Ng Eng Guan
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

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

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)

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, which are held of record by E U Holdings Pte. Ltd.

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)	Ng Eng Guan
(b)	34 Gul Crescent, Singapore, Singapore 629538
(c)	Director
(d)	No
(e)	No
(f)	U0
Item 3.	Source and Amount of Funds or Other Consideration
	On October 10, 2022, the Reporting Person, as an officer and director of E U Holdings Pte. Ltd., and others entered into a sale and purchase agreement pursuant to which the Reporting Person and others transferred its 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, as an officer and director of E U Holdings Pte. Ltd., 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, through E U Holdings Pte. Ltd. Indirectly 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 held of record by E U Holdings Pte. Ltd. The Issuer effected a reverse stock split June 29, 2026 resulting in the current ownership of 3,947,910 ordinary shares by E U Holdings Pte. Ltd.
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 are held of record by E U Holdings Pte. Ltd. and 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.

Ng Eng Guan

Signature:	/s/ Ng Eng Guan
Name/Title:	Director
Date:	08/03/2026