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 June 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.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Submission
of Matters to a Vote of Security Holders.
On
June 8, 2026, J-Star Holding Co., Ltd. (the “Company”) held the Company’s 2026 Annual Meeting of Shareholders (the
“Annual Meeting”) at 7/F-1, No. 633, Sec. 2, Taiwan Blvd., Xitun District, Taichung City 407, Taiwan (R.O.C.), and via live
webcast. On May 8, 2026 (the “Record Date”), the record date for the Annual Meeting, there were 13,953,333 of the Company’s
Class A Ordinary Shares and 6,097,183 of the Company’s Class B Ordinary Shares issued and outstanding and entitled to vote at the
Annual Meeting. 4,053,741 Class A Ordinary Shares, which represented approximately 25.33% of the votes of the outstanding Class A Ordinary
Shares in the Company and 6,097,183 Class B Ordinary Shares, which represented 100% of the votes of the outstanding Class B Ordinary
Shares in the Company, of which were represented in person or by proxy. Each holder of the Company’s Class A Ordinary Shares shall
be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date. Each holder of the Company’s
Class B Ordinary Shares shall be entitled to ten (10) votes in respect of each Class B Ordinary Share held by such holder on the Record
Date. Six items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by
the shareholders.
1.
Shareholders approved the appointment of WWC, P.C. as auditors of the Company for the fiscal year ending December 31, 2026, and to authorize
the audit committee of the Company to fix the remuneration of the auditors. The voting results were as follows:
For (Class A Ordinary Shares) | |
For (Class B Ordinary Shares) | |
Against | |
Abstain |
| 4,052,488 | |
60,971,830 | |
3,699 | |
0 |
2.
Shareholders approved he re-election of the following persons as Directors of the Company, pursuant to the Company’s Fifth Amended
and Restated Memorandum and Articles of Association currently in effect (the “Existing M&A”). The voting results were
as follows:
| |
|
FOR
(Class
A Ordinary Shares) |
|
FOR
(Class
B Ordinary Shares) |
|
AGAINST |
|
ABSTAIN |
| Jing-Bin
Chiang |
|
4,052,312 |
|
60,971,830 |
|
3,699 |
|
176 |
| Ting-Pang
Sung |
|
4,052,737 |
|
60,971,830 |
|
3,499 |
|
1 |
| Ching-Chou
Huang |
|
4,052,741 |
|
60,971,830 |
|
3,445 |
|
1 |
| Shen-Huei
Wang |
|
4,052,477 |
|
60,971,830 |
|
3,699 |
|
11 |
| Ping-Hong
Lin |
|
4,052,737 |
|
60,971,830 |
|
3,449 |
|
1 |
3.
Shareholders approved that (A) the Company undertakes a share consolidation whereby (i) 713,953,333 issued Class A Ordinary Shares
of a nominal or par value of US$0.50 each, held by the existing shareholders of the Company be consolidated into approximately
2,790,667 Class A Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions
set out in the Existing M&A; (ii) 16,046,667 authorized but unissued Class A Ordinary Shares of a nominal or par value of
US$0.50 each in the capital of the Company be consolidated into approximately 3,209,333 Class A Ordinary Shares of a nominal or par
value of US$2.50 each, having the rights and being subject to the restrictions set out in the Existing M&A; (iii) 6,097,183
issued Class B Ordinary Shares of a nominal or par value of US$0.50 each, held by the existing shareholders of the Company be
consolidated into approximately 1,219,437 Class B Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and
being subject to the restrictions set out in the Existing M&A; and (iv) 93,902,817 authorized but unissued Class B Ordinary
Shares of a nominal or par value of US$0.50 each in the capital of the Company be consolidated into approximately 18,780,563 Class B
Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions set out in the
Existing M&A, (collectively, (i) to (iv) above, the “Share Consolidation” and the “Share Consolidation
Proposal”), (B) pursuant to the Share Consolidation, the authorized share capital of the Company will be changed (i) FROM:
US$65,000,000 divided into (i) 30,000,000 Class A Ordinary Shares of nominal or par value of US$0.50 each and (ii) 100,000,000 Class
B Ordinary Shares of nominal or par value of US$0.50 each. (ii) US$65,000,000 divided into (i) 6,000,000 Class A Ordinary Shares of
nominal or par value of US$2.50 each and (ii) 20,000,000 Class B Ordinary Shares of nominal or par value of US$2.50 each, (C) all
fractional entitlements resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company
is authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled
to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation, and (D) any
Director be authorized and directed to do all such acts and things as it may consider necessary or desirable for the purpose of
effectuating the Share Consolidation, including determining the effective date of the Share Consolidation and any other changes to
the Company’s authorized share capital in connection with and as necessary to effect the Share Consolidation. The voting
results were as follows:
For (Class A Ordinary Shares) | |
For (Class B Ordinary Shares) | |
Against | |
Abstain |
| 4,044,178 | |
60,971,830 | |
12,009 | |
0 |
4.
Shareholders approved the authorised share capital of the Company to be increased with effect immediately after the Share Consolidation:
(i) FROM: US$65,000,000 divided into (i) 6,000,000 Class A Ordinary Shares of nominal or par value of US$2.50 each and (ii) 20,000,000
Class B Ordinary Shares of nominal or par value of US$2.50 each; and (ii) TO: US$300,000,000 divided into (i) 60,000,000 Class
A Ordinary Shares of nominal or par value of US$2.50 each and (ii) 60,000,000 Class B Ordinary Shares of nominal or par value of US$2.50
each (the “Increase of Authorised Share Capital Proposal”). Any Director be authorised and directed to do all such
acts and things as it may consider necessary or desirable for the purpose of effectuating the Share Consolidation, including determining
the effective date of the Share Consolidation and any other changes to the Company’s authorised share capital in connection with
and as necessary to effect the Share Consolidation. The voting results were as follows:
For (Class A Ordinary Shares) | |
For (Class B Ordinary Shares) | |
Against | |
Abstain |
| 4,044,292 | |
60,971,830 | |
11,895 | |
0 |
5.
Shareholders approved that subject to the Share Consolidation Proposal and the Increase of Authorized Share Capital Proposal taking effect,
the proposed Sixth Amended and Restated Memorandum and Articles of Association of the Company, the form of which is set forth in Appendix
A to the proxy statement, be adopted in its entirety and in substitution for and to the exclusion of the currently effective Fifth Amended
and Restated Memorandum and Articles of Association of the Company (the “M&A Amendment Proposal”). Any Director
be authorised and directed to do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the
M&A Amendment, including determining the effective date of the M&A Amendment in connection with and as necessary to effect the
Share Consolidation. The voting results were as follows:
For (Class A Ordinary Shares) | |
For (Class B Ordinary Shares) | |
Against | |
Abstain |
| 4,044,072 | |
60,971,830 | |
12,107 | |
8 |
6.
Shareholders approved to direct the chairman of the annual general meeting to adjourn the annual general meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there
are insufficient votes to approve the proposals 1 to 5 above. The voting results were as follows:
For (Class A Ordinary Shares) | |
For (Class B Ordinary Shares) | |
Against | |
Abstain |
| 4,051,749 | |
60,971,830 | |
4,439 | |
0 |
Other
On
June 8, 2026, the Company issued a press release announcing “J-Star Holding Announces Successful Annual General Meeting and Reaffirms
Commitment to U.S. Advanced Manufacturing Strategy”. This press release is furnished herewith as Exhibit 99.1.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including, for example, statements about completing the acquisition,
anticipated revenues, growth, and expansion. These forward-looking statements involve known and unknown risks and uncertainties and are
based on the Company’s current expectations and projections about future events that the Company believes may affect its financial
condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions
regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future.
Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that
such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
other filings with the SEC.
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 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:
June 8, 2026 |
|
|
Exhibit
99.1
J-Star
Holding Announces Successful Annual General Meeting and Reaffirms Commitment to U.S. Advanced Manufacturing Strategy
Taichung
City, Taiwan – June 8, 2026 — J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”)
today announced the successful completion of its Annual General Meeting, at which shareholders approved all resolutions presented, including
granting the Board of Directors discretionary authority regarding the Company’s share consolidation.
The
Board will evaluate all available alternatives and act in the best long-term interests of the Company and its shareholders.
Backed
by a series of significant operational and strategic milestones announced in recent weeks, J-Star is actively executing its business
plan and advancing its U.S. manufacturing initiatives with strong momentum.
“It
is my core mission to bring critical advanced manufacturing capabilities back to the United States, supported by the recently announced
authorization to initiate a $60 million sovereign-backed financing framework through designated Taiwanese banking institutions,”
said Jonathan Chiang, Founder, Chairman and Chief Executive Officer of J-Star.
“J-Star
is actively building a resilient domestic supply chain on U.S. soil spanning our high-performance carbon fiber technologies and our next-generation
100 MWh solid-state battery manufacturing facility in Baytown, Greater Houston, where my family lives. This advanced energy technology
earned the prestigious R&D 100 Award and originates from the Industrial Technology Research Institute (“ITRI”), one of
the world’s renown advanced technology research institutions and a cornerstone of Taiwan’s global technology leadership.”
Mr.
Chiang noted that J-Star’s advanced carbon fiber manufacturing expertise and next-generation energy storage technologies are directly
aligned with U.S. national priorities to strengthen domestic manufacturing, advanced industrial production, and the domestic drone supply
chain, including the objectives outlined in President Trump’s Executive Order 14307, Unleashing American Drone Dominance, and Executive
Order 14305, Restoring American Airspace Sovereignty.
“Having
previously served as Vice President of LCY Elastomers in Baytown, Texas, where I managed the facility and a workforce of over 300 employees
from its establishment in 2003 through 2009, I am bringing that same manufacturing discipline and operational rigor to our Houston-area
facility,” added Mr. Chiang. “ With our DOE grant application under federal review, our recently authorized $60 million sovereign-backed
financing framework, and continued progress on project development, we believe the Company is building a foundation for future growth
that is not yet fully reflected in how the market evaluates our long-term opportunity. Our focus remains on disciplined execution as
we continue advancing our U.S. manufacturing strategy and creating lasting shareholder value.”
Recent
Corporate Milestones
Central
Bank of Taiwan Authorization (May 26, 2026)
J-Star’s
subsidiary, YMA Corporation, received formal authorization from the Central Bank of Taiwan to initiate a $60 million sovereign-backed
financing framework designated to support the Company’s Baytown manufacturing initiative, representing a significant structural
component of the Company’s capital formation plan.
DOE
Grant Application Under Federal Review
J-Star
and strategic partner Patriot Green Energy Technology (PSSB) submitted a full grant application to the U.S. Department of Energy under
IIJA Section 40207 (Domestic Manufacturing Conversion Grants), assigned Control No. 3585-1561. The application is currently under federal
review.
Baytown
EDF Letter of Intent (April 14, 2026)
The
Baytown West Chambers County Economic Development Foundation issued a formal Letter of Intent to YMA(TX) INC. committing to site-selection
support, infrastructure specifications including a 12,000 square foot ISO-7 Ultra-Dry Room and 4,000A high-capacity electrical service,
and 18 months of site availability support within the TGS Cedar Port Industrial Park.
Strategic
Technology Partnership
J-Star
maintains an active partnership with Patriot Green Energy Technology (PSSB), supported by Taiwan’s ITRI, in connection with the
development of a 100 MWh modular automated solid-state battery manufacturing platform utilizing patented solvent-free PSSB technology
(Patent US 2022/0209218 A1).
About
J-Star Holding Co., Ltd.
J-Star
Holding Co., Ltd. (Nasdaq: YMAT) is a publicly traded advanced manufacturing company with decades of experience in composite materials
and carbon fiber production. Through its U.S. subsidiary YMA(TX) INC., J-Star is developing a proposed 100 MWh solid-state battery manufacturing
facility in Baytown, Texas targeting the UAV, defense, aerospace, industrial automation, and advanced energy storage markets, directly
aligned with U.S. domestic manufacturing and supply chain priorities. The Company is pursuing a diversified capital structure combining
sovereign-backed financing, potential federal DOE grant support, and private institutional capital to support its long-term U.S. expansion
strategy.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those expressed or implied by such statements due to various risks and uncertainties. The Company
undertakes no obligation to update any forward-looking statements except as required by applicable law.
