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March 1, 2023
Lim Chwee Poh
Chief Executive Officer
JBDI Holdings Limited
34 Gul Crescent
Singapore 629538
Re:JBDI Holdings Limited
Draft Registration Statement on Form F-1
Submitted February 2, 2023
CIK No. 0001964314
Dear Lim Chwee Poh:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted February 2, 2023
General
1.Please disclose the portion of each class of securities held in the United States and the
number of record holders in the United States.  Refer to Item 7.A.2 of Form 20-F.
2.We note your disclosure on page F-7 of a number of transactions completed on January
12, 2023 for purposes of reorganization.  Please revise your prospectus to include a
discussion of these transactions in the appropriate section.  In addition, file
the acquisition agreement, sale and purchase agreement, and reorganization agreement as
exhibits to the registration statement or tell us why you are not required to do so.  Refer
to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameLim Chwee Poh
 Comapany NameJBDI Holdings Limited
 March 1, 2023 Page 2
 FirstName LastNameLim Chwee Poh
JBDI Holdings Limited
March 1, 2023
Page 2
3.We note your disclosure on page 29 regarding Russia's invasion of Ukraine.  Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
4.Please provide us supplemental copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of these
communications.  Please contact legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for review.
Market and Industry Data, page 3
5.We note your disclosure that you commissioned a report prepared by Frost & Sullivan.
Please file a consent as an exhibit to your registration statement.  Refer to Rule 436 of the
Securities Act.
Prospectus Summary, page 9
6.We note the organization structure diagram on page 62.  Please include a similar
diagram in the prospectus summary.
Prospectus Summary
Risks and Challenges, page 11
7.Please revise your summary risk factors so that it does not exceed two pages in length.
Please refer to Item 3 of Form F-1 and Item 105(b) of Regulation S-K.
Risk Factors
Our business is subject to supply chain interruptions, page 26
8.We note your risk factor that your supply chain may be impacted by interruptions to
delivery capabilities, increasing transportation costs, and COVID-19.  Update your risks
characterized as potential if recent supply chain disruptions have impacted your
operations.
Use of Proceeds, page 41
9.We note that a certain portion of the proceeds of this offering will be used to
reduce indebtedness.  Please disclose the interest rate and maturity of such indebtedness
and, for indebtedness incurred within the past year, the uses to which the proceeds of
such indebtedness were put.  Refer to Item 3.C.4 of Form 20-F.

 FirstName LastNameLim Chwee Poh
 Comapany NameJBDI Holdings Limited
 March 1, 2023 Page 3
 FirstName LastName
Lim Chwee Poh
JBDI Holdings Limited
March 1, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
45
10.Please discuss whether supply chain shortages and disruptions materially affect your
outlook or business goals.  Specify whether these challenges have materially impacted
your results of operations or capital resources and quantify, to the extent possible, how
your sales, profits, and/or liquidity have been impacted.
11.We note that you have experienced supply chain disruptions.  Revise to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any.  Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
12.We note your disclosure indicating that inflation could significantly affect your sales.
Please update this disclosure in a future filing if recent inflationary pressures have
materially impacted your operations.  In this regard, identify the types of inflationary
pressures you are facing and how your business has been affected.
Licenses and Permits, page 76
13.We note one of your permits expired on February 6, 2023.  Please update this disclosure
in a future filing.
Management, page 99
14.Please revise to indicate the time period during which each executive officer has served in
their position.
Related Party Transactions, page 109
15.We note the amounts due to shareholders and director loans.  Please revise to include the
largest amount outstanding during the period covered, the nature of the loan, and the
transaction in which it was incurred.  Refer to Item 7.B.2 of Form 20-F.  In addition,
clarify the nature of the amount due to shareholders.
Experts, page 138
16.Your disclosure states that the auditor’s report “expresses an unqualified opinion on the
financial statements and includes two explanatory paragraphs referring to the restatement
for correction of an error and the translation of Singapore Dollars to United States
Dollars.”  Please reconcile this disclosure with the auditor’s report presented on page F-2.

 FirstName LastNameLim Chwee Poh
 Comapany NameJBDI Holdings Limited
 March 1, 2023 Page 4
 FirstName LastName
Lim Chwee Poh
JBDI Holdings Limited
March 1, 2023
Page 4
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
17.Please have your auditor revise the first sentence of its auditor’s report to state that they
audited the consolidated statements of operations and comprehensive income, changes in
shareholders’ equity and cash flows for each of the years in the two-year period ended
May 31, 2022.
Arc Development, page Alt-2
18.We note your disclosure that a number of shareholders and Arc Development entered into
an acquisition agreement on January 12, 2023.  If applicable, revise to disclose any
material relationship that the selling shareholder has had within the past three years with
the company or any of its predecessors or affiliates.  Refer to Item 9.D.1 of Form 20-F.
Exhibits
19.At the time you file your registration statement publicly, please have your auditor revise
its consent in Exhibit 23.1 to include a statement acknowledging the reference to it as an
expert in accounting and auditing.  Refer to Rule 436 of Regulation C.
            You may contact Dale Welcome at (202) 551-3865 or Melissa Gilmore at (202) 551-
3777 if you have questions regarding comments on the financial statements and related
matters.  Please contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Henry F. Schlueter, Esq.