Correspondence 0001493152-24-017559 from JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: May 2, 2024 · CIK: 0001964314 · Accession: 0001493152-24-017559
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Letter
JBDI Holdings Limited Amendment No. 1 to Registration Statement on Form F-1 Filed February 22, 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 Amendment No. 1 to Registration Statement on Form F-1 filed with the Commission on February 22, 2024 (the “Registration Statement”). The Company is concurrently filing amendment No. 2 to the Registration Statement with the Commission (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.
For your convenience, the comment has been reproduced below, followed by the Registrant’s response.
Amendment No. 1 to Registration Statement on Form F-1 filed February 22, 2024
General
1. We note you filed the Reorganization Agreement as Exhibit 10.5 in response to prior comment one. We reissue the comment in part. Please file the acquisition agreement and sale and purchase 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 Registrant has included the Purchase and Sale Agreement dated January 12, 2023 as Exhibit 10.6 in the Revised Registration Statement.
The Registrant has also provided updated interim financial information and each of the other Exhibits to be included in the filing.
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
CORRESP
1
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
May
2, 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. 1 to Registration Statement on Form F-1
Filed
February 22, 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 Amendment No. 1 to Registration Statement on Form F-1 filed with the Commission on February 22, 2024
(the “Registration Statement”). The Company is concurrently filing amendment No. 2 to the Registration Statement with
the Commission (the “Revised Registration Statement”), which includes changes in response to the Staff’s comments.
For
your convenience, the comment has been reproduced below, followed by the Registrant’s response.
Amendment
No. 1 to Registration Statement on Form F-1 filed February 22, 2024
General
1.
We note you filed the Reorganization Agreement as Exhibit 10.5 in response to prior comment one. We reissue the comment in part. Please
file the acquisition agreement and sale and purchase 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
Registrant has included the Purchase and Sale Agreement dated January 12, 2023 as Exhibit 10.6 in the Revised Registration Statement.
The
Registrant has also provided updated interim financial information and each of the other Exhibits to be included in the filing.
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