SEC Comment Letter 0000000000-24-007985 to JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: July 15, 2024 · CIK: 0001964314 · Accession: 0000000000-24-007985
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Letter
July 15, 2024 Lim Chwee Poh Chief Executive Officer JBDI Holdings Limited 34 Gul Crescent Singapore 629538 Re:JBDI Holdings Limited Amendment No. 4 to Registration Statement on Form F-1 Filed July 3, 2024 File No. 333-276945 Dear Lim Chwee Poh: We have reviewed your amended 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. Amendment No. 4 to Registration Statement on Form F-1 filed July 3, 2024 General 1.Please file the legal opinion listed as Exhibit 5.1 with the next amendment to your registration statement. 2.We note your disclosure on page Alt-3 that your selling securityholders may use purchases by a broker-dealer as principal to sell its securities. Please confirm your understanding that the retention by a selling securityholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. 3.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2. to Item 8.A.4, please file the necessary representations as an exhibit to the registration statement.
July 15, 2024 Page 2 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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July 15, 2024
Lim Chwee Poh
Chief Executive Officer
JBDI Holdings Limited
34 Gul Crescent
Singapore 629538
Re:JBDI Holdings Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed July 3, 2024
File No. 333-276945
Dear Lim Chwee Poh:
We have reviewed your amended 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.
Amendment No. 4 to Registration Statement on Form F-1 filed July 3, 2024
General
1.Please file the legal opinion listed as Exhibit 5.1 with the next amendment to your
registration statement.
2.We note your disclosure on page Alt-3 that your selling securityholders may use
purchases by a broker-dealer as principal to sell its securities. Please confirm your
understanding that the retention by a selling securityholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
3.Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are
no more than twelve months old. Alternatively, to the extent you meet the 15-month
criteria outlined in Instruction 2. to Item 8.A.4, please file the necessary representations as
an exhibit to the registration statement.
July 15, 2024
Page 2
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.