J-Star to enact 1-for-5 share consolidation

J-Star Holding Co., Ltd. will implement a 1-for-5 share consolidation of its Class A and Class B ordinary shares, effective July 10, 2026.

Rhea-AI Filing Summary

J-Star Holding Co., Ltd. will implement a 1-for-5 share consolidation of its Class A and Class B ordinary shares, effective July 10, 2026. From that date, Class A shares will trade on the Nasdaq Capital Market on a post-consolidation basis under the same symbol, YMAT, but with a new CUSIP.

The company states that the goal of this share consolidation is to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq listing. Every five shares with par value US$0.50 will be converted into one share with par value US$2.50. Fractional shares will not be issued; instead, any fractional amounts will be rounded up to the next whole share.

The consolidation will affect all shareholders uniformly and is not expected to change individual ownership percentages, other than minor effects from rounding. J-Star’s board of directors approved the action on May 8, 2026, and shareholders approved it on June 8, 2026.

Insights

Equity structure analyst

J-Star is consolidating shares 1-for-5 to support Nasdaq listing compliance.

J-Star is executing a 1-for-5 share consolidation of both Class A and Class B ordinary shares, effective July 10, 2026. This reduces the number of shares while increasing the per-share price and par value from US$0.50 to US$2.50.

The stated purpose is to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2), which relates to minimum bid price, and thereby maintain the Nasdaq Capital Market listing. All shareholders are affected proportionally; only minor variations can arise from rounding fractional shares up to whole shares.

The consolidation itself does not change the company’s underlying business or total equity, but it adjusts the capital structure and trading price mechanics. Future disclosures in company filings may clarify whether compliance with Nasdaq requirements is successfully restored after the effective date.

Key Figures

Share consolidation ratio: 1-for-5 Effective date: July 10, 2026 Old par value per share: US$0.50 +5 more

8 metrics

Share consolidation ratio 1-for-5 Class A and Class B ordinary shares

Effective date July 10, 2026 Share consolidation effective date and start of post-consolidation trading

Old par value per share US$0.50 Par value of Class A and Class B ordinary shares before consolidation

New par value per share US$2.50 Par value of Class A and Class B ordinary shares after consolidation

Nasdaq rule cited Rule 5550(a)(2) Minimum bid price requirement for Nasdaq Capital Market

Board approval date May 8, 2026 Date J-Star’s board approved the share consolidation

Shareholder approval date June 8, 2026 Date shareholders approved the share consolidation

New CUSIP G81237136 CUSIP for post-consolidation Class A ordinary shares

Key Terms

share consolidation, Nasdaq Marketplace Rule 5550(a)(2), Class A ordinary shares, Class B ordinary shares, +2 more

6 terms

share consolidation financial

"announces 1-for-5 Share Consolidation of its Class A ordinary shares"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Nasdaq Marketplace Rule 5550(a)(2) regulatory

"objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2)"

Nasdaq Marketplace Rule 5550(a)(2) sets a minimum share price requirement for companies listed on the Nasdaq Capital Market, typically requiring that a company’s common stock maintain a closing bid of at least $1.00 per share. It matters to investors because failure to meet this threshold can trigger a delisting review, which is similar to failing a safety inspection: the stock may be removed from the exchange or force corporate actions (like a reverse split) that change liquidity, visibility, and how easy it is to buy or sell the shares.

Class A ordinary shares financial

"implement a 1-for-5 share consolidation of its Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"implement a 1-for-5 share consolidation of its Class A ordinary shares and Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

forward-looking statements regulatory

"may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995"

FAQ

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

What did J-Star Holding (YMAT) announce in this Form 6-K?

J-Star announced a 1-for-5 share consolidation of its Class A and Class B ordinary shares, effective July 10, 2026. The change adjusts the number and par value of shares but aims to keep each shareholder’s ownership percentage essentially unchanged, aside from rounding.

When does the J-Star (YMAT) 1-for-5 share consolidation take effect?

The 1-for-5 share consolidation becomes effective on July 10, 2026. From the market open that day, Class A ordinary shares will trade on a post-consolidation basis on Nasdaq under the same symbol YMAT but with a new CUSIP number.

How will J-Star’s 1-for-5 share consolidation affect existing YMAT shareholders?

Every five existing Class A or Class B ordinary shares will be converted into one new share with a higher par value. No fractional shares will be issued; any fractional entitlement will be rounded up to the next whole share, leaving ownership percentages broadly unchanged.

Why is J-Star (YMAT) implementing a share consolidation?

J-Star states that the objective of the share consolidation is to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market. This rule relates to minimum bid price requirements for continued listing eligibility.

Was J-Star’s 1-for-5 share consolidation approved by shareholders?

Yes. J-Star’s board of directors approved the share consolidation on May 8, 2026, and shareholders approved it on June 8, 2026. These approvals cleared the way for implementation of the 1-for-5 consolidation effective July 10, 2026.

Will J-Star issue fractional shares in the YMAT share consolidation?

No fractional shares will be issued in the consolidation. If a shareholder’s position would result in a fractional share after applying the 1-for-5 ratio, that fraction will be rounded up to the nearest whole share, slightly adjusting final share counts.

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

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Accepted by SEC EDGAR 07/08/2026 - 06:30 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42767

J-Star Holding Co., Ltd.

(Registrant’s Name)

7/F-1, No. 633, Sec. 2, Taiwan Blvd.,

Xitun District, Taichung City 407,

Taiwan (R.O.C.)

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On July 8, 2026, J-Star Holding Co., Ltd. (the “Company”) issued a press release announcing “J-Star Holding Holding Co., Ltd Announces 1-for-5 Share Consolidation”. This press release is furnished herewith as Exhibit 99.1.

Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated July 8, 2026

2

SIGNATURES

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.

	J-Star Holding Co., Ltd.
	By:	/s/ Jing-Bin Chiang
	Name:	Jing-Bin Chiang
	Title:	Chief Executive Officer
Date: July 8, 2026

3

Exhibit 99.1

J-Star Holding Holding Co., Ltd Announces 1-for-5 Share Consolidation

Taichung City, Taiwan – July 8, 2026 – J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”), today announced that it plans to implement a 1-for-5 share consolidation of its Class A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary shares (“Class B Ordinary Shares”) (the “Share Consolidation”), effective on July 10, 2026.

Beginning with the opening of trading on July 10, 2026, the Company’s Class A Ordinary Shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “YMAT”, but under a new CUSIP number of G81237136. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market. Upon the effectiveness of the Share Consolidation, every five (5) issued and outstanding Class A ordinary shares, par value of US$0.50 each, and Class B Ordinary Shares, par value of US$0.50 each, will automatically be converted into one issued and outstanding Class A Ordinary Share, par value of US$2.50 each, and Class B Ordinary Shares, par value of US$2.50 each, respectively. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from Share Consolidation will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares.

The Share Consolidation was approved by the Company’s board of directors on May 8, 2026 and its shareholders on June 8, 2026.

About J-Star

J-Star Holding Co., Ltd. (NASDAQ: YMAT) is a holding company with operations conducted through subsidiaries in Taiwan, Hong Kong, and Samoa with its headquarters in Taiwan. J-Star’s predecessor group was established in 1970, and has accumulated over 50 years of know-how in material composites industry. J-Star develops and commercializes the technology on carbon reinforcement and resin systems. With decades of experience and knowledge in composites and materials, J-Star is able to apply its expertise and technology to design and manufacture a great variety of lightweight, high-performance carbon composite products, ranging from key structural parts of electric bicycles and sports bicycles, rackets, automobile parts to healthcare products. Visit j-starholding.com and ymacorp.com to learn more.

Forward Looking-Statements

Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and J-Star specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Matt Chesler, CFA

FNK IR

646-809-2183

investor@j-starholding.com

1

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 9.3 KB