J-Star (YMAT) swaps US$8.2M related-party loan for 2.05M Class A shares

Rhea-AI Filing Summary

J-Star Holding Co., Ltd. approved converting a US$8.2 million shareholder loan into equity. The loan from a family member of CEO and director Jing-Bin Chiang will be exchanged for Class A ordinary shares at a conversion price of US$4.00 per share.

The company expects to issue 2,050,000 new Class A ordinary shares, which the lender directed be held directly by Mr. Chiang. After the conversion, Mr. Chiang will hold 2,050,000 Class A ordinary shares and 6,097,183 Class B ordinary shares, giving him approximately 81.88% of the total voting power.

Insights

Equity capital structure analyst

US$8.2M insider loan converts to equity, increasing CEO’s voting control.

The company is converting a US$8.2 million related-party loan into 2,050,000 Class A ordinary shares at US$4.00 per share. The conversion price is higher than both the latest single-day close and the five-day average price cited, limiting discount concerns.

The transaction removes debt owed to a party related to the CEO and replaces it with equity, which can reduce leverage but dilutes existing holders of Class A shares. All conversion shares will be held directly by CEO Jing-Bin Chiang, consolidating his economic interest and resulting in approximately 81.88% of total voting power.

The deal was reviewed as a related party transaction by both the board and audit committee, and the CEO disclosed his interest before approvals, which aligns with governance expectations. Future filings may provide additional detail on how this capital structure change affects per-share metrics.

Key Figures

Loan principal: US$8.2 million Conversion price: US$4.00 per share Shares issued: 2,050,000 Class A Ordinary Shares +3 more

6 metrics

Loan principal US$8.2 million Outstanding loan converted to equity

Conversion price US$4.00 per share Price for Class A Ordinary Share conversion

Shares issued 2,050,000 Class A Ordinary Shares Expected shares from full loan conversion

Class B holdings 6,097,183 Class B Ordinary Shares CEO holdings after conversion (direct and indirect)

Direct Class A holdings 2,050,000 Class A Ordinary Shares CEO direct holdings after conversion

Voting power 81.88% Total voting power held by CEO after conversion

Key Terms

related party transaction, Conversion Price, Class A Ordinary Shares, Class B Ordinary Shares, +1 more

5 terms

related party transaction financial

"The transaction was reviewed by the board of directors and the audit committee as a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Conversion Price financial

"into class A ordinary shares ... at a conversion price of US$4.00 per share (the “Conversion Price”)"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Class A Ordinary Shares financial

"into class A ordinary shares (the “Class A Ordinary Shares”) of the Company"

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

"and 6,097,183 Class B Ordinary Shares, consisting of 1,209,091 Class B Ordinary Shares held directly"

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.

Form S-8 regulatory

"incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-292611)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026.

Commission File Number 001-42767

J-Star Holding Co., Ltd.

(Translation of registrant’s name into English)

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

Xitun District, Taichung City 407,

Taiwan (R.O.C.)

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On May 18, 2026, the board of directors and the audit committee of J-Star Holding Co., Ltd. (the “Company”) approved a transaction pursuant to which the Company will convert the full outstanding loan made by Chiang Yu-Ning (the “Lender”), a family member of our Chief Executive Officer and a director, Mr. Jing-Bin Chiang (“Mr. Chiang”), to Goal Beyond Limited, a subsidiary of the Company on or around December 13, 2025, in the principal amount of US$8.2 million into class A ordinary shares (the “Class A Ordinary Shares”) of the Company at a conversion price of US$4.00 per share (the “Conversion Price”) (the “Conversion”). The Conversion Price is greater than: (i) the closing price of the Company’s Class A ordinary shares, as reflected on Nasdaq.com, immediately (May 15, 2026) preceding May 18, 2026; and (ii) the average closing price of the Parent Company’s Class A ordinary shares, as reflected on Nasdaq.com, for the five (5) trading days (between May 11, 2026 to May 15, 2026) immediately preceding May 18, 2026.

The transaction was reviewed by the board of directors and the audit committee as a related party transaction and was disclosed in the Company’s Form 20-F (File No. 001-42767) filed with the Securities and Exchange Commission on April 30, 2026. In connection with the approval of the transaction, Mr. Chiang disclosed his interest in the transaction to the board of directors and the audit committee prior to their respective approvals.

Based on the full conversion of the loan amount at US$4.00 per share, the Company expects to issue 2,050,000 Class A Ordinary Shares (the “Conversion Shares”). The Lender has directed that the Conversion Shares shall be held by Mr. Chiang directly. Following the Conversion, Mr. Chiang will hold 2,050,000 Class A Ordinary Shares directly and 6,097,183 Class B Ordinary Shares, consisting of 1,209,091 Class B Ordinary Shares held directly and 4,888,092 Class B Ordinary Shares held indirectly, representing approximately 81.88% of the total voting power.

This Report on Form 6-K is incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-292611) and shall be a part of such registration statement from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

Date: May 18, 2026	J-Star Holding Co., Ltd.
	By:	/s/ Jing-Bin Chiang
	Name:	Jing-Bin Chiang
	Title:	Chief Executive Officer

3

FAQ

What transaction did J-Star Holding Co., Ltd. (YMAT) announce in this Form 6-K?

J-Star approved converting a US$8.2 million loan from a family member of its CEO into equity. The loan will be exchanged for Class A ordinary shares at US$4.00 per share, turning related-party debt into stock on the company’s balance sheet.

How many J-Star (YMAT) shares will be issued in the loan conversion and at what price?

The company expects to issue 2,050,000 Class A ordinary shares at a conversion price of US$4.00 per share. The filing notes this price is above both the most recent closing price and the five-day average closing price referenced from Nasdaq.com.

How does the loan conversion affect CEO Jing-Bin Chiang’s ownership in J-Star (YMAT)?

All 2,050,000 conversion shares will be held directly by CEO Jing-Bin Chiang. After the conversion, he will own 2,050,000 Class A ordinary shares and 6,097,183 Class B ordinary shares, representing approximately 81.88% of J-Star’s total voting power.

Was the J-Star (YMAT) loan conversion treated as a related party transaction?

Yes. The board and audit committee reviewed it as a related party transaction because the lender is a family member of the CEO. The transaction had been previously disclosed in J-Star’s Form 20-F, and the CEO formally disclosed his interest before approvals were granted.

How does the J-Star (YMAT) conversion price compare to recent market prices?

The conversion price of US$4.00 per share is higher than the May 15, 2026 closing price of the Class A ordinary shares and higher than the average closing price over the five trading days from May 11, 2026 to May 15, 2026, as reflected on Nasdaq.com.

How is this J-Star (YMAT) Form 6-K used in other SEC registrations?

The report is incorporated by reference into J-Star’s registration statement on Form S-8. That means the information about the loan conversion and share issuance becomes part of the S-8 record unless later filings supersede it with updated disclosures.