Correspondence 0001493152-24-007518 from JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: Feb. 22, 2024 · CIK: 0001964314 · Accession: 0001493152-24-007518
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Referenced dates: March 1, 2023
Letter
JBDI Holdings Limited Registration Statement on Form F-1 Filed February 8, 2024 File No. 333-276945
Dear Mr. Fullem,
Please accept this letter as the response of JBDI Holdings Limited (“Registrant” or “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1 filed with the Commission on February 8, 2024 (the “Registration Statement”). The Company is concurrently filing amendment no. 1 to the Registration Statement with the Commission (the “Revised Registration Statement”), which includes amendments in response to the Staff’s comments.
For your convenience, the comments have been reproduced below, followed by the Registrant’s response.
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.
Response:
The Revised Registration Statement includes the material reorganization agreements as Exhibits 10.5.
Cover Page
2. We note your response to prior comment one. Please revise the resale prospectus cover page.
Response:
The Registrant has revised the resale prospectus cover page in the Revised Registration Statement in response to this comment.
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.
Response:
The Registrant has refiled each exhibit included in the Revised Registration Statement in the property text-searchable format.
The Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at (303) 868-3382.
Thank you for your review.
Very
truly yours,
/s/
Henry F. Schlueter
Show Raw Text
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filename1.htm
SCHLUETER
& ASSOCIATES, P.C.
5655
SOUTH YOSEMITE STREET, SUITE 350
GREENWOOD
VILLAGE, CO 80111
TELEPHONE:
+1-303-292-3883
FACSIMILE:
+1-303-648-5663
Email:
hfs@schlueterintl.com
February
22, 2024
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Patrick Fullem
Re:
JBDI
Holdings Limited
Registration
Statement on Form F-1
Filed
February 8, 2024
File
No. 333-276945
Dear
Mr. Fullem,
Please
accept this letter as the response of JBDI Holdings Limited (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-1 filed with the Commission on February 8, 2024 (the “Registration
Statement”). The Company is concurrently filing amendment no. 1 to the Registration Statement with the Commission (the “Revised
Registration Statement”), which includes amendments in response to the Staff’s comments.
For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.
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.
Response:
The
Revised Registration Statement includes the material reorganization agreements as Exhibits 10.5.
Cover
Page
2. We
note your response to prior comment one. Please revise the resale prospectus cover page.
Response:
The
Registrant has revised the resale prospectus cover page in the Revised Registration Statement in response to this comment.
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.
Response:
The
Registrant has refiled each exhibit included in the Revised Registration Statement in the property text-searchable format.
The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate to
contact the undersigned at (303) 868-3382.
Thank
you for your review.
Very
truly yours,
/s/
Henry F. Schlueter
Henry
F. Schlueter
C:
JBDI
Holdings Limited