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 August 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
As
previously disclosed in the Current Reports on Form 6-K of J-Star Holding Co., Ltd. (the “Company”) filed with the U.S. Securities
and Exchange Commission on December 16, 2025, the Company received a notification letter from the Listing Qualifications staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) on December 12, 2025, notifying the Company that the minimum closing bid price
per share for its Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and, as a result, the Company
did not meet the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).
Nasdaq provided the Company with a 180-calendar-day compliance period, or until June 10, 2026, to regain compliance.
On
June 12, 2026, the Company received a delist determination from Nasdaq stating that, since the Company had not regained compliance with
the Bid Price Requirement by June 10, 2026, the Company’s securities were subject to delisting unless the Company timely requested
a hearing before an independent Hearings Panel (the “Panel”). In response to the determination, the Company submitted a hearing
request, which stayed any suspension or delisting action at least pending the hearing and the issuance of the Panel decision following
the hearing on July 21, 2026.
On
July 30, 2026, the Company was formally notified by Nasdaq that the Company had regained compliance with the Bid Price Requirement. The
compliance determination further stated that the Company remains subject to a Mandatory Panel Monitor through July 30, 2027. If within
the one-year monitor period the Company fails to evidence of compliance of any Listing Rules of Nasdaq (the “Nasdaq Listing Rules”),
the Company will not be afforded a grace period otherwise available under the Nasdaq Listing Rules; rather, Staff will issue a delist
determination.
On
July 31, 2026, the Company issued a press release announcing that it has regained compliance with the Bid Price Requirement. A copy of
the press release is attached hereto as Exhibit 99.1.
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated July 31, 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:
August 3, 2026 |
|
|
Exhibit 99.1
J-Star
Holding Co., Ltd Regains Compliance with Nasdaq Minimum Bid Price Requirement
Taichung
City, Taiwan – July 31, 2026 – J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”),
today announced that it has received a written decision from the Nasdaq Hearings Panel determining that the Company has regained compliance
with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
The
Panel’s decision follows a hearing held on July 21, 2026, during which the Company’s management presented its strategic business
plan and initiatives designed to support long-term shareholder value creation. On July 28, 2026, Nasdaq’s Listing Qualifications
Staff confirmed that the Company had regained compliance after its ordinary shares maintained a closing bid price of at least $1.00 per
share for the required 10 consecutive trading sessions. Based on this determination, the Panel concluded that the Company is in compliance
with the applicable listing standard.
As
a result, J-Star remains listed on The Nasdaq Capital Market under the ticker symbol “YMAT” and is in compliance with all
applicable Nasdaq continued listing requirements.
Jonathan
Chiang, Founder, Chairman and CEO of J-Star, commented, “We appreciate the Nasdaq Hearings Panel’s thoughtful review and
its determination that J-Star has regained compliance with the minimum bid price requirement. During the hearing, we presented our strategic
roadmap and the operational milestones we believe will drive long-term growth. With this matter behind us, our management team is fully
focused on executing our business plan, including advancing our battery materials initiatives, expanding our manufacturing capabilities,
pursuing strategic growth opportunities, and creating long-term value for our shareholders. We remain confident in the strength of our
strategy and our ability to build a leading advanced materials company.”
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