JBDI Holdings Ltd

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Financial Year Ended May 31 , 2026

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

Mr. Lim Chwee Poh, Executive Director and Chief Executive Officer

At the address of the Company set forth above

(Name, Telephone, email and/or fax number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Ordinary Shares, par value US$0.001 per share JBDI The Nasdaq Capital Market LLC

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated filer ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

* A Reverse Stock Split was effected June 29, 2026, which decreased the Company's issued and outstanding Ordinary Shares from 19,029,064 (plus 758,436 treasury shares) to 9,514,532 Ordinary Shares (plus 379,218 treasury shares).

Item 1. Identity of Directors, Officers, Senior Management and Advisors 3

Item 2. Offer Statistics and Expected Timetable 3

Item 5. Operating and Financial Review and Prospects 50

Item 6. Directors, Officers and Senior Management 71

Item 7. Major Shareholders and Related Party Transactions 78

Item 11. Quantitative and Qualitative Disclosures about Market Risk 92

Item 12. Description of Securities Other Than Equity Securities 92

Item 13. Defaults, Dividend Arrearages and Delinquencies 92

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 92

Item 16A. Audit Committee Financial Expert 93

Item 16C. Principal Accountant Fees and Services 94

Item 16D. Exemptions from the Listing Standards for Audit Committees 94

Item 16E. Purchases of Equity Securities by the Issuer and Affiliates Purchasers 95

Item 16F. Changes in Registrant's Certifying Accountants 95

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 96