Correspondence 0001493152-24-007854 from JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: Feb. 26, 2024 · CIK: 0001964314 · Accession: 0001493152-24-007854
AI Filing Summary & Sentiment
Letter
JBDI Holdings Limited Amendment No. 5 to Draft Registration Statement on Form F-1 Submitted December 21, 2023 CIK No. 0001964314
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 Amendment No. 5 to Draft Registration Statement on Form F-1 confidentially submitted to the Commission on December 21, 2023 (the “Registration Statement”). On February 8, 2026 the Company filed a non-confidential Form F-1 with the Commission (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments. This response letter was inadvertently omitted from that filing.
For your convenience, the comments have been reproduced below, followed by the Registrant’s response.
Amendment No. 5 to Draft Registration Statement on Form F-1 submitted December 21, 2023
Cover Page
1. Please revise the resale prospectus cover page to clearly disclose that the secondary offering is contingent upon the closing of the primary offering and the listing of your Ordinary Shares on the Nasdaq Capital Market.
Response:
The Registrant has revised the cover page to clearly disclose that the secondary offering is contingent upon the closing of the primary offering and the listing of the Ordinary Shares on the Nasdaq Capital Market.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm, page II-4
2. The consent refers to the “report dated December 18, 2023.” Please have your auditor revise its consent to reconcile to the date of the audit report prior to publicly filing your registration statement on Form F-1.
Response:
The auditor has revised its consent to reflect the date of the audit report.
Exhibits
3. We note you removed a number of exhibits to be filed by amendment from your exhibit list. Please revise to include the removed exhibits or advise as to why each exhibit should not be included.
Response:
The Registrant has revised the exhibit list to include each of the removed exhibits.
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
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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
26, 2024
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Patrick Fullem
Re:
JBDI
Holdings Limited
Amendment
No. 5 to Draft Registration Statement on Form F-1
Submitted
December 21, 2023
CIK
No. 0001964314
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 Amendment No. 5 to Draft Registration Statement on Form F-1
confidentially submitted to the Commission on December 21, 2023 (the “Registration Statement”). On February 8,
2026 the Company filed a non-confidential Form F-1 with the Commission (the “Revised Registration
Statement”), which includes changes in response to the Staff’s comments. This response letter was inadvertently omitted from that filing.
For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.
Amendment
No. 5 to Draft Registration Statement on Form F-1 submitted December 21, 2023
Cover
Page
1.
Please
revise the resale prospectus cover page to clearly disclose that the secondary offering is contingent upon the closing of the
primary offering and the listing of your Ordinary Shares on the Nasdaq Capital Market.
Response:
The
Registrant has revised the cover page to clearly disclose that the secondary offering is contingent upon the closing of the primary offering
and the listing of the Ordinary Shares on the Nasdaq Capital Market.
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm, page II-4
2.
The consent refers to the “report dated
December 18, 2023.” Please have your auditor revise its consent to reconcile to the date of the audit report prior to publicly
filing your registration statement on Form F-1.
Response:
The
auditor has revised its consent to reflect the date of the audit report.
Exhibits
3.
We note you removed a number of exhibits to be
filed by amendment from your exhibit list. Please revise to include the removed exhibits or advise as to why each exhibit should not
be included.
Response:
The
Registrant has revised the exhibit list to include each of the removed exhibits.
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