UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
JBDI Holdings Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
34 Gul Crescent Singapore 629538 | 738361 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
Ordinary shares, par value US$0.0005 per share | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-276945
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the ordinary shares, par value $0.0005 per share (“Ordinary Shares”) of JBDI Holdings Limited (the “Registrant”). The description of the Ordinary Shares set forth under the caption “Description of Share Capital” in the prospectus forming a part of the Registration Statement on Form F-1, as initially filed with the Securities and Exchange Commission on February 2, 2024 (Registration No. 333-276945), as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the “Registration Statement”) to which this Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such description and that is subsequently filed is hereby also incorporated by reference herein.
The Ordinary Shares to be registered hereby have been approved for listing on the Nasdaq Stock Market under the symbol “JBDI.”
Item 2. Exhibits.
No exhibits are required to be filed as the securities being registered hereby are being registered on an exchange on which no other securities of the Registrant are registered and the securities being registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| JBDI HOLDINGS LIMITED | ||
| By: | /s/ Lim Chwee Poh | |
| Name: | Mr. Lim Chwee Poh | |
| Title: | Executive Director and Principal Executive Officer | |
Date: August 26, 2024
[Signature Page to Form 8-A]