JBDI Holdings Ltd elected to use Cayman Islands home-country practice instead of Nasdaq Rule 5635 shareholder-approval requirements covering several security issuances. The change matters because those requirements address acquisitions, Equity compensation, control changes and other transactions, while Cayman counsel certified the exemption under local law.

Key Highlights

  • Cayman Islands counsel certified to Nasdaq that local law does not require JBDI Holdings to follow the specified approval requirements.
  • The exemption covers requirements within the Nasdaq Listing Rules 5600 series.
  • JBDI Holdings said its governance practices otherwise have no significant difference from those required of domestic U.S. companies.

JBDI Holdings Ltd (NASDAQ: JBDI) has elected an exemption from Nasdaq Listing Rule 5635, allowing it to rely on applicable Cayman Islands corporate-governance practice for specified shareholder-approval requirements. The rule covers securities issued in connection with acquisitions, equity compensation, changes of control and other transactions outside public offerings.

Cayman Practice Replaces Specified Approval Requirements

JBDI Holdings is incorporated in the Cayman Islands and listed on the Nasdaq Capital Market. As a foreign private issuer, it may generally follow home-country governance practices instead of certain requirements in the Nasdaq Listing Rules 5600 series. That rule includes provisions on when Shareholder approval is required before issuing securities, general shareholder-approval provisions and a financial-viability exception. Harney Westwood & Riegels, JBDI Holdings’ Cayman Islands counsel, provided Nasdaq with a letter certifying that Cayman Islands law does not require the company to comply with the specified requirements. Lim Chwee Poh, executive director and principal executive officer, signed the report for JBDI Holdings on September 11, 2026. JBDI Holdings said that, apart from the exemption, its corporate-governance practices do not significantly differ from those Nasdaq requires of domestic U.S. companies.