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 April 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.
Departure
of Certain Officers; Appointment of Certain Officers
On
March 31, 2026, Mr. Sam Van (“Mr. Van”) resigned as the Chief Executive Officer of J-Star Holding Co., Ltd (the “Company”
or “J-Star”), effective from March 31, 2026. The resignation by Mr. Van was not the result of any disagreement with the Company
regarding its operations, policies, or practices. On March 31, 2026, the Company entered into a severance agreement with Mr. Van (the
“Severance Agreement”). Pursuant to the Severance Agreement, Mr. Van will receive a lump sum severance payment equal to six
months of his monthly salary. The Severance Agreement contains a general release of all claims against the Company and standard indemnification
provisions.
On
the same date, the Board reappointed Mr. Jing-Bin Chiang (“Mr. Chiang”), our Director and Chairperson of the Board of Directors,
to fill in the vacancy as Chief Executive Officer, resulting from Mr. Van’s resignation, effective immediately.
The
biographies for Mr. Van is set forth below:
Jing-Bin
Chiang has been appointed as our Director and Chairman of the Board since July 2021 and has been serving as our Chief
Executive Officer since March 31, 2026. Prior to that, Mr. Chiang previously served as our as our Chief Executive Officer from May 2016
to October 2025 and as the representative of one of our former corporate directors as Chairman from February 2017 to July 2021. For our
subsidiary TW YMA, Mr. Chiang has been serving as the chairman of the board since its incorporation date. Mr. Chiang is responsible for
the overall strategic planning, corporate management and business development of our day-to-day operation as well as the overall accounting
management. Mr. Chiang has approximately 18 years of experience in the composite material application industry. From November 2003 to
August 2009, Mr. Chiang worked as chief financial officer and vice president in finance in LCY Elastomers LP, a thermoplastic rubber
manufacturer with factory in Houston. From September 2010 to February 2015, Mr. Chiang worked as vice president in Coretronic Corporation
(TWO: 5371), a company which develops, manufactures and markets liquid crystal display (LCD). Mr. Chiang received a bachelor’s
degree in business administration from Tunghai University in Taiwan in June 1990 and a master’s degree in Accountancy and Financial
Information System from Cleveland State University in the United States in March 1995. Mr. Chiang has been admitted as a certified public
accountant of Washington State Board of Accountancy since February 1997. Mr. Chiang has also been admitted as a certified internal auditor
of The Institute of Internal Auditors since May 2000.
On
March 31, 2026, Mr. Chiang had entered into an employment agreement (“Employment Agreement”) with the Company, which is filed
herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.
Mr. Chiang
have no family relationships with any of the executive officers or directors of the Company. Save except for the Employment Agreement
as stated above, there is no other agreement between the Company and Mr. Chiang, nor are there any arrangements or plans in which the
Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Chiang. There have been no transactions to
which the Company was or is to be a party, in which Mr. Chiang had, or will have, a direct or indirect material interest.
The
foregoing description of the Employment Agreement and the Severance Agreement do not purport to be complete and are qualified in its
entirety by reference to the full text actual agreements, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current
Report and incorporated herein by reference.
A
copy of the Company’s press release announcing Mr. Chiang’s appointment is attached hereto as Exhibit 99.1.
This
Current Report on Form 6-K, is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No.
333-292611).
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement entered into by and among J-Star Holding Co., Ltd and Jing-Bin Chiang, dated March 31, 2026 |
| 10.2 |
|
Severance Agreement entered into by and among J-Star Holding Co., Ltd and Sam Van, dated March 31, 2026 |
| 99.1 |
|
Press release issued on April 1, 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: |
Chairman
of the Board |
| |
|
|
| Date:
April 10, 2026 |
|
|
Exhibit 99.1
J-Star
Holding Announces Return of Jonathan Chiang as Chief Executive Officer
Taichung
City, Taiwan – April 1, 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 Jonathan Chiang has
been reappointed Chief Executive Officer, effective March 31, 2026. Mr. Chiang succeeds Sam Van, who will continue to support the Company
as an advisor to the Board and management team.
The
Board of Directors determined that Mr. Chiang’s return as CEO will provide experienced leadership and continuity as the Company
navigates a period of heightened global economic uncertainty and positions itself for long-term growth.
Mr.
Chiang previously served as Chief Executive Officer of J-Star and has led the Company since its inception, guiding its evolution into
a global provider of high-performance carbon composite products and advanced materials solutions. He will continue to serve as Chairman
of the Board.
“Jonathan’s
deep understanding of J-Star’s business, customers, and long-term strategy make him uniquely qualified to lead the Company through
the current macroeconomic environment,” said the Board of Directors. “We are confident his leadership will help ensure J-Star
remains focused on operational excellence, innovation, and disciplined execution.”
Mr.
Chiang added, “I am honored to reassume the role of CEO at this important time for J-Star. Our team has built a strong foundation,
and I look forward to working closely with our employees, customers, and partners to continue advancing our technology leadership and
delivering sustainable long-term value for shareholders.”
The
Company also expressed its appreciation for Mr. Van’s contributions during his tenure as Chief Executive Officer.
“On
behalf of the Board, we thank Sam for his leadership and commitment to J-Star,” the Board added. “We are pleased that he
will remain involved as an advisor and continue to support the Company’s strategic initiatives.”
About
J-Star Holding Co., Ltd.
J-Star
(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
