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 |
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 |
|
|
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
