Correspondence 0001493152-24-021154 from JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: May 23, 2024 · CIK: 0001964314 · Accession: 0001493152-24-021154
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Letter
JBDI Holdings Limited Amendment No. 2 to Registration Statement on Form F-1 Filed May 2, 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. 2 to Registration Statement on Form F-1 filed with the Commission on May 2, 2024 (the “Registration Statement”). The Company is concurrently filing amendment no. 3 to the Registration Statement with the Commission (the “Revised Registration Statement”), which includes the exhibits in response to the Staff’s comments.
For your convenience, the comments have been reproduced below, followed by the Registrant’s response.
Amendment No. 2 to Registration Statement on Form F-1 filed May 2, 2024
Exhibits
1. Please file the final legal opinion. Currently, Exhibit 5.1 is undated and contains a number of blanks/brackets.
Response:
The Registrant has included the final legal opinion in the Revised Registration Statement as Exhibit 5.1.
2. We note you filed the Purchase and Sale Agreement as Exhibit 10.6 in response to prior comment one. We reissue the comment in part. Please file the acquisition agreement as an exhibit 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 references to an Acquisition Agreement in the Registration Statement actually relate to the Reorganization Agreement dated May 30, 2023, which is already attached as Exhibit 10.6. Accordingly, there is no Acquisition Agreement to file with the Revised Registration Statement.
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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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
23, 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. 2 to Registration Statement on Form F-1
Filed
May 2, 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. 2 to Registration Statement on Form F-1 filed with the Commission on May 2, 2024 (the
“Registration Statement”). The Company is concurrently filing amendment no. 3 to the Registration Statement with the
Commission (the “Revised Registration Statement”), which includes the exhibits in response to the Staff’s comments.
For
your convenience, the comments have been reproduced below, followed by the Registrant’s response.
Amendment
No. 2 to Registration Statement on Form F-1 filed May 2, 2024
Exhibits
1.
Please file the final legal opinion. Currently, Exhibit 5.1 is undated and contains a number of blanks/brackets.
Response:
The
Registrant has included the final legal opinion in the Revised Registration Statement as Exhibit 5.1.
2.
We note you filed the Purchase and Sale Agreement as Exhibit 10.6 in response to prior comment one. We reissue the comment in part. Please
file the acquisition agreement as an exhibit 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 references to an Acquisition
Agreement in the Registration Statement actually relate to the Reorganization Agreement dated May 30, 2023, which is already attached
as Exhibit 10.6. Accordingly, there is no Acquisition Agreement to file with the Revised Registration Statement.
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