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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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JBDI Holdings Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0005 (Title of Class of Securities) |
(CUSIP Number) |
Lim Tze Chong, Patrick 34 Gul Crescent, Singapore, U0, 629538 65 6861 4150 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2024 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Lim Tze Chong, Patrick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,497,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0005 |
| (b) | Name of Issuer:
JBDI Holdings Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
34 Gul Crescent, SINGAPORE,
SINGAPORE
, 629538. |
| Item 2. | Identity and Background |
| (a) | Lim Tze Chong, Patrick |
| (b) | 34 Gul Crescent, Singapore, Singapore 629538 |
| (c) | Operations Director |
| (d) | No |
| (e) | No |
| (f) | U0 |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the Ordinary Shares on May 30, 2023 from the Issuer in exchange for shares of another entity in a corporate reorganization and pursuant to 2:1 forward stock split effective February 7, 2024. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the 2,497,148 Ordinary Shares of the Issuer pursuant to the reorganization and forward stock split described in Item 3, above. The Reporting Person does not have any plans or proposals that relate to items (a) through (j) above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 2,497,148 which represents 12.62% equity holdings. The 2,497,148 Ordinary Shares will be reduced to 1,248,574 shares in accordance with a reverse split expected to be effective approximately June 29, 2026. Equity ownership percentage will remain the same after the reverse split. |
| (b) | The Reporting Person has sole voting power and sole dispositive power over 2,497,148 Ordinary Shares, which represents 12.62% of the outstanding Ordinary Shares of the Issuer. The 2,497,148 Ordinary Shares will be reduced to 1,248,574 shares in accordance with a 1:2 reverse split expected to be effective on or about June 29, 2026. Equity ownership percentage will remain the same after the reverse split. |
| (c) | There were no transactions in the class of securities reported that were effected during the past 60 days by the Reporting Person. |
| (d) | None |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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