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 January 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
January 22, 2026, J-Star Holding Co., Ltd. (the “Company”) issued a press release announcing “J-Star Files Formal
Complaints Against PwC with AICPA and PCAOB.” 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 issued on January 22, 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/
Sam Van |
| |
Name:
|
Sam
Van |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
January 22, 2026 |
|
|
Exhibit
99.1
J-Star
Files Formal Complaints Against PwC with AICPA and PCAOB
J-Star’s
Complaints Allege PwC Misrepresented Qualifications During J-Star’s IPO, Delaying Process and Resulting in Additional Fees
Taichung
City, Taiwan – January 22, 2026 — J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”),
a leading provider of innovative carbon fiber and composite solutions serving diverse applications including personal sports equipment,
healthcare products, automobile parts, resin systems, and research and development services, today announced that the Company has filed
formal complaints against PwC with the American Institute of Certified Public Accountants (“AICPA”) and the Public Company
Accounting Oversight Board (“PCAOB”) regarding PwC’s misrepresentations during the Company’s NASDAQ IPO process.
The
AICPA complaint is currently under investigation.
As
the Company’s appointed auditor and consultant, PwC was expected to deliver professional, timely, and competent services in compliance
with relevant U.S. regulatory requirements. Regrettably, PwC’s services fell far short of these expectations, resulting in significant
delays and additional costs to J-Star’s U.S. IPO timeline. The Company inevitably had to replace PwC during the IPO and PwC’s
audited Financial Statements were questioned later by authorities in 2025 and become inadequate for our IPO in the first half
of 2025.
Jonathan
Chiang, Chairman of J-Star, commented, “J-Star is committed to the highest standards of transparency, regulatory compliance, and
investor protection. After a careful consideration, we determined that it was appropriate to bring these matters directly to U.S. regulatory
authorities to ensure an independent and objective review of the conduct at issue as the implications directly impacted our U.S. IPO
process and shareholders. Although PwC’s services for the IPO involved both its Taiwan and U.S. teams, at this stage the Company
has decided not to submit the case to the regulators overseeing PwC’s Taiwan team, i.e., the Financial Supervisory Commission (“FSC”).
One of the considerations is that the former Deputy Chairman of the FSC now serves as the Deputy Executive Director and Partner at PwC
Taiwan, which could raise concerns about FSC’s independence in handling the case fairly. We believe accountability is essential
to maintaining the integrity of the capital markets, and we will fully cooperate with the AICPA and PCAOB as their reviews proceed.”
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
