Correspondence 0001493152-24-027984 from JBDI Holdings Ltd (JBDI) (CIK 0001964314) (JBDI)
JBDI Holdings Ltd (JBDI) (CIK 0001964314)
Date: July 16, 2024 · CIK: 0001964314 · Accession: 0001493152-24-027984
AI Filing Summary & Sentiment
File numbers found in text: 333-276945
Letter
Re: JBDI Holdings Limited Amendment No. 4 to Registration Statement on Form F-1 Filed July 3, 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. 4 to Registration Statement on Form F-1 filed with the Commission on July 3, 2024 (the “Registration Statement”). The Company is concurrently filing amendment No. 5 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. 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.
Response: The legal opinion listed as Exhibit 5.1 is included with the Revised 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.
Response: The Registrant understands that the retention by a selling securityholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.
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.
Response: The Registrant has included the necessary representations in Exhibit 99.1 to 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
July
16, 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. 4 to Registration Statement on Form F-1
Filed
July 3, 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. 4 to Registration Statement on Form F-1 filed with the Commission on July 3, 2024 (the
“Registration Statement”). The Company is concurrently filing amendment No. 5 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. 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.
Response:
The legal opinion listed as Exhibit 5.1 is included with the Revised 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.
Response:
The Registrant understands that the retention by a selling securityholder of an underwriter would constitute a material change to
the plan of distribution requiring a post-effective amendment.
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.
Response:
The Registrant has included the necessary representations in Exhibit 99.1 to 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