SEC Comment Letter 0000000000-23-003250 to JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: March 31, 2023 · CIK: 0001964314 · Accession: 0000000000-23-003250
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United States securities and exchange commission logo March 31, 2023 Lim Chwee Poh Chief Executive Officer JBDI Holdings Limited 34 Gul Crescent Singapore 629538 Re:JBDI Holdings Limited Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 20, 2023 CIK No. 0001964314 Dear Lim Chwee Poh: We have reviewed your amended 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. Amendment No. 1 to Draft Registration Statement on Form F-1 submitted March 20, 2023 Business Our Services Wastewater treatment services, page 69 1.We note your disclosure that you have entered into a five year agreement to lease wastewater treatment facilities. Please revise to disclose all the information required by Item 4.D of Form 20-F, including a description of the size and use of the property. In addition, please clarify the nature of the relationship between the one major customer engaged in solar panel manufacturing and the leased property.
FirstName LastNameLim Chwee Poh Comapany NameJBDI Holdings Limited March 31, 2023 Page 2 FirstName LastName Lim Chwee Poh JBDI Holdings Limited March 31, 2023 Page 2 Related Party Transactions, page 106 2.We note your response to prior comment 15. Please elaborate on the nature of the remaining amounts due to shareholders and director. In that regard, we note your disclosure that the amounts due to shareholders and director were mainly related to a dividend distribution. Consolidated Financial Statements, page F-1 3.We remind you to update your financial statements and related disclosures when you publicly file your registration statement. Refer to Item 8.A.5 of Form 20-F. Exhibits 4.We note your response to prior comment 19 and reissue our comment. 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.
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United States securities and exchange commission logo
March 31, 2023
Lim Chwee Poh
Chief Executive Officer
JBDI Holdings Limited
34 Gul Crescent
Singapore 629538
Re:JBDI Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 20, 2023
CIK No. 0001964314
Dear Lim Chwee Poh:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted March 20, 2023
Business
Our Services
Wastewater treatment services, page 69
1.We note your disclosure that you have entered into a five year agreement to
lease wastewater treatment facilities. Please revise to disclose all the information required
by Item 4.D of Form 20-F, including a description of the size and use of the property. In
addition, please clarify the nature of the relationship between the one major customer
engaged in solar panel manufacturing and the leased property.
FirstName LastNameLim Chwee Poh
Comapany NameJBDI Holdings Limited
March 31, 2023 Page 2
FirstName LastName
Lim Chwee Poh
JBDI Holdings Limited
March 31, 2023
Page 2
Related Party Transactions, page 106
2.We note your response to prior comment 15. Please elaborate on the nature of the
remaining amounts due to shareholders and director. In that regard, we note your
disclosure that the amounts due to shareholders and director were mainly related to a
dividend distribution.
Consolidated Financial Statements, page F-1
3.We remind you to update your financial statements and related disclosures when you
publicly file your registration statement. Refer to Item 8.A.5 of Form 20-F.
Exhibits
4.We note your response to prior comment 19 and reissue our comment. 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.