JBDI Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the Financial Year Ended May 31,2026

OR

OR

Commission File Number:001-42259

JBDI Holdings Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

34 Gul Crescent

Singapore 629538

(Address of principal executive offices)

Mr. Lim Chwee Poh, Executive Director and Chief Executive Officer

Telephone:+65 6861 4150

Email: admin@barrels.com.sg

At the address of the Company set forth above

(Name, Telephone, email and/or fax number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

19,029,064 Ordinary Shares, US$0.0005 per share, at May 31, 2026*

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Yes ☐No ☒

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No☒

• A Reverse Stock Split was effected June 29, 2026, which decreased the Company’s issued and outstanding Ordinary Shares from 19,029,064 (plus 758,436 treasury shares) to 9,514,532 Ordinary Shares (plus 379,218 treasury shares).

TABLE OF CONTENTS

i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the Securities and Exchange Commission (the “SEC”), other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth under “Risk Factors.”

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This Annual Report also contains translations of certain foreign currency amounts into United States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore Dollars into United States Dollars for amounts relevant to the financial year ended May 31, 2026 were made at S$1.2778 to US$1.00; translations for amounts relevant to the financial year ended May 31, 2025 were made at S$1.2893 to US$1.00; and translations for amounts relevant to the financial year ended May 31, 2024 were made at S$1.3509 to US$1.00 in accordance with our internal exchange rate. We make no representation that the Singapore Dollar or United States Dollar amounts referred to in this Annual Report could have been or could be converted into United States Dollars or Singapore Dollars, as the case may be, at any particular rate or at all.

RECENT EVENTS

Reverse Stock Split

On May 28, 2026, the Company held its annual general meeting of members (the “2026 AGM”) at the offices of the Company during which the members approved a share consolidation (the “Reverse Split”) of the Company’s issued Ordinary Shares in a ratio of 1 for 2 (the “Reverse Split Ratio”), provided that the Board of Directors may, in its sole and absolute discretion, elect to either: (i) effect the Reverse Split; or (ii) not effect the Reverse Split, and provided further that the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the members, to effect the Reverse Split at any time during the 12 month period following approval of the Reverse Split by the members when it believes the Reverse Split to be most advantageous and in the best interests of the Company.

The Board of Directors of the Company believed it was in the best interests of the Company and its members to effect the Reverse Split in the ratio of 1 for 2 Ordinary Shares for the purpose of: (i) satisfying Nasdaq listing standards; and (ii) increasing the market price of the Company’s Ordinary Shares. See “—Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,” below.

Therefore, on June 16, 2026, the Board of Directors approved the effectuation of the Reverse Split at the Reverse Split Ratio effective June 29, 2026. The Reverse Split decreased the Company’s issued and outstanding Ordinary Shares from 19,029,064 (plus 758,436 treasury shares) to 9,514,532 Ordinary Shares (plus 379,218 treasury shares). The par value of the Ordinary Shares increased from $0.0005 to $0.001 per share.

No fractional shares were issued as a result of the Reverse Split. Any fractional shares resulting from the Reverse Split were rounded up to the nearest whole share at the participant level.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

The 2026 Deficiency Letter. On January 7, 2026, we received a letter dated January 7, 2026 (the “2026 Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The 2026 Determination Letter indicated that the bid price of the Company’s listed security had closed at less than $1 per share (the “Minimum Bid Price”) over the previous 30 consecutive business days from November 21, 2025 through January 6, 2026 and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with the Rule, the Company was provided 180 calendar days, or until July 6, 2026, to regain compliance with the Rule.

On July 15, 2026, we received a notice from Nasdaq (the “2026 Notice”) informing us that we had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5450(a)(1), and that we therefore were in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, our Ordinary Shares will continue to be listed on the Nasdaq Capital Market and Nasdaq considers the matter closed.

Notice of Failure to File Interim Balance Sheet and Income Statement as of the End of Second Quarter on Form 6-K and Subsequent Filing and Compliance

On June 3, 2025, we received a deficiency notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC stating that we had not yet filed our interim balance sheet and income statement as of the end of our most recent second quarter and thus no longer complied with Listing Rule 5250(c)(1) for continued listing.

On June 5, 2025, we filed with the Securities and Exchange Commission on Form 6-K our unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024 and 2023, including our balance sheet for the six-month period ended November 30, 2024 and our income statement for the six-month periods ended November 30, 2024 and 2023.

On June 9, 2025, we received a compliance letter from Nasdaq informing us that we had regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that we were therefore in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, our Ordinary Shares will continue to be listed on the Nasdaq Capital Market and Nasdaq considers the matter closed.

***The 2024 Deficiency Letter.***On December 12, 2024, we received a letter dated December 12, 2024 (the “2024 Determination Letter”) from Nasdaq informing us that our Ordinary Shares had failed to maintain the Minimum Bid Price of $1.00 per share over the previous 30 consecutive business days as required by the Rule. Nasdaq later determined that for the eleven consecutive business days from May 16 through June 2, 2025, the closing bid price of our Ordinary Shares had been at $1.00 per share or greater.

On June 3, 2025, we received a notice from Nasdaq (the “2025 Notice”) informing us that we had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5450(a)(1), and that we therefore were in compliance with the Nasdaq Capital Market’s listing requirements.

Change in Auditors

On June 13, 2025, the Company dismissed Onestop Assurance PAC (“OneStop”) and engaged YCM CPA INC. (“YCM”) as its new independent registered public accounting firm. YCM’s appointment as the Company’sindependent registered public accounting firm for the financial year ended May 31, 2025 was ratified by the Company’s members at the Company’s Annual General Meeting held on June 9, 2025 (the “2025 AGM”).

Subsequently, on May 28, 2026, the Company dismissed YCM as the Company’s independent registered public accounting firm. The Audit Committee re-selected OneStop Assurance PAC to serve as the independent registered public accounting firm of the Company for the fiscal year ended May 31, 2026. OneStop’s appointment as the Company’s independent public accounting firm of the Company for the fiscal year ended May 31, 2026 was ratified by the Company’s members at the Company’s Annual General Meeting held on May 28, 2026. See “Item 16F. Changes in Registrant’s Certifying Accountants.”

Initial Public Offering

On August 28, 2024, we completed our initial public offering (the “IPO”) of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share. Total net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions, expense allowance and related IPO expenses, were approximately $6.7 million. Our Ordinary Shares began trading on August 27, 2024 on the Nasdaq Capital Market under the trading symbol “JBDI.”