JBDI Holdings Limited, a Cayman Islands-incorporated company listed on the Nasdaq Capital Market, filed a report of foreign private issuer on October 29, 2026, announcing that its newly approved dual-class share structure is anticipated to become effective on November 2, 2026.

Key Highlights

  • Effective date anticipated: The dual-class share structure is expected to become effective on the Nasdaq Capital Market at the opening of trading on November 2, 2026.
  • Two share classes created: Class A Ordinary Shares will carry one vote per share; Class B Ordinary Shares will carry one hundred votes per share.
  • Ticker and CUSIP unchanged: Class A Ordinary Shares are expected to continue trading under the ticker symbol "JBDI" with CUSIP number G50883209.
  • Class B shares not publicly traded: Class B Ordinary Shares will not be listed or traded on any securities exchange or market.
  • No dividends for Class B: Class B Ordinary Shares are not entitled to dividends or distributions upon a winding up of the company, and neither class is convertible into the other.
  • Shareholder approval already obtained: Shareholders approved all resolutions at the company's 2026 Extraordinary General Meeting, as reported in a prior filing dated October 23, 2026.

JBDI Holdings' Dual-Class Structure: Key Terms and Trading Implications

According to the filing, JBDI Holdings Limited (NASDAQ:JBDI) announced on October 29, 2026 that, following shareholder approval of all resolutions at its 2026 Extraordinary General Meeting, the company's dual-class share structure is anticipated to become effective on the Nasdaq Capital Market on November 2, 2026. The company disclosed that effectiveness is subject to its satisfaction of Nasdaq Operations notice requirements. The structure was approved at the Extraordinary General Meeting reported in the company's prior Form 6-K furnished to the SEC on October 23, 2026.

The filing describes the division of the company's share capital into two classes. Class A Ordinary Shares, each carrying one vote per share, will be the only class listed and traded on the Nasdaq Capital Market and are expected to trade under the same ticker symbol "JBDI" and CUSIP number G50883209. Class B Ordinary Shares will each carry one hundred votes per share but will not be listed or traded on any securities exchange or market. The company disclosed that Class B Ordinary Shares are not entitled to dividends or distributions upon a winding up, and that neither class is convertible into the other.

The company also disclosed that the adoption of the Second Amended and Restated Memorandum and Articles of Association, which sets out the rights, preferences, privileges, restrictions and other terms of both share classes, was among the resolutions approved by shareholders. The filing states that "no other material changes to the terms of the Company's securities are anticipated in connection with the effectiveness of the dual-class share structure." The report was signed by Lim Chwee Poh, Chair of the Board, Executive Director and Principal Executive Officer, on October 29, 2026.

What Was Disclosed

JBDI Holdings Limited reported that its dual-class share structure, approved at its 2026 Extraordinary General Meeting, is anticipated to take effect on November 2, 2026, with Class A Ordinary Shares continuing to trade on the Nasdaq Capital Market under ticker "JBDI" and Class B Ordinary Shares remaining unlisted and non-tradeable.