SEC Comment Letter 0000000000-24-001869 to JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: Feb. 16, 2024 · CIK: 0001964314 · Accession: 0000000000-24-001869
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Referenced dates: March 1, 2023
Letter
United States securities and exchange commission logo February 16, 2024 Lim Chwee Poh Chief Executive Officer JBDI Holdings Limited 34 Gul Crescent Singapore 629538 Re:JBDI Holdings Limited Registration Statement on Form F-1 Filed February 8, 2024 File No. 333-276945 Dear Lim Chwee Poh: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-1 filed February 8, 2024 General 1.We note your response letter, dated March 20, 2023, indicates you will file any material contracts entered into in connection with the reorganization. We reissue comment 2 from our letter dated March 1, 2023, please 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)(2)(i) of Regulation S-K. Cover Page 2.We note your response to prior comment one. Please revise the resale prospectus cover page.
FirstName LastNameLim Chwee Poh Comapany NameJBDI Holdings Limited February 16, 2024 Page 2 FirstName LastName Lim Chwee Poh JBDI Holdings Limited February 16, 2024 Page 2 Exhibits 3.Please ensure each exhibit is in the proper text-searchable format. Refer to Item 301 of Regulation S-T. Please refile Exhibit 10.4. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please 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
February 16, 2024
Lim Chwee Poh
Chief Executive Officer
JBDI Holdings Limited
34 Gul Crescent
Singapore 629538
Re:JBDI Holdings Limited
Registration Statement on Form F-1
Filed February 8, 2024
File No. 333-276945
Dear Lim Chwee Poh:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed February 8, 2024
General
1.We note your response letter, dated March 20, 2023, indicates you will file any material
contracts entered into in connection with the reorganization. We reissue comment 2 from
our letter dated March 1, 2023, please 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)(2)(i) of Regulation S-K.
Cover Page
2.We note your response to prior comment one. Please revise the resale prospectus cover
page.
FirstName LastNameLim Chwee Poh
Comapany NameJBDI Holdings Limited
February 16, 2024 Page 2
FirstName LastName
Lim Chwee Poh
JBDI Holdings Limited
February 16, 2024
Page 2
Exhibits
3.Please ensure each exhibit is in the proper text-searchable format. Refer to Item 301 of
Regulation S-T. Please refile Exhibit 10.4.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please 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.