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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 $0.001 (Title of Class of Securities) |
(CUSIP Number) |
Ng Eng Guan 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
Ng Eng Guan | ||||||||
| 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
394,791.00 | ||||||||
| 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)
46.0 % | ||||||||
| 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 $0.001 |
| (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) | Ng Eng Guan |
| (b) | 34 Gul Crescent, Singapore, Singapore 629538 |
| (c) | Director |
| (d) | No |
| (e) | No |
| (f) | U0 |
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 10, 2022, the Reporting Person, as an officer and director of E U Holdings Pte. Ltd., and others entered into a sale and purchase agreement pursuant to which the Reporting Person and others transferred its entire shareholding interest in Jurong Barrels to JBDI. The consideration is settled by JBDI allotting and issuing 1 Ordinary Share to the Reporting Person. On May 30, 2023, the Reporting Person, as an officer and director of E U Holdings Pte. Ltd., and others entered into a reorganization agreement pursuant to which the Reporting Person and others transferred his 490 Ordinary Shares into the Issuer. The consideration was the Issuer issuing 4,704,179 Ordinary Shares to the Reporting Person. Upon completion of the reorganization, the Reporting Person, through E U Holdings Pte. Ltd. Indirectly owns 4,704,179 Ordinary Shares of the Issuer. On February 7, 2024, for purposes of the initial public offering, the Issuer effected a 1:2 share forward stock split resulting in the Reporting Person owning 9,408,368 Ordinary Shares of the Issuer. The Reporting Person subsequently sold 299,998 Ordinary Shares pursuant to a registration of resale shares during the initial public offering resulting in 9,108,360 Ordinary Shares held of record by E U Holdings Pte. Ltd. The Issuer effected a reverse stock split June 29, 2026 resulting in the current ownership of 3,947,910 ordinary shares by E U Holdings Pte. Ltd. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired its 3,947,910 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) | 3,947,910 Ordinary Shares, the percentage is 46.0% |
| (b) | The Reporting Person has shared voting and dispositive power over 3,947,910 Ordinary Shares, which are held of record by E U Holdings Pte. Ltd. and represents 46.03% of the outstanding Ordinary Shares of the Issuer. |
| (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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