JBDI Holdings Ltd

PROXY STATEMENT

The Board of Directors of JBDI Holdings Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of the Company to be held as a virtual-only meeting via live webcast online athttps://meeting.vstocktransfer.com/JBDIOCT26, on October 22, 2026 at 09:00 PM Singapore Time (October 22, 2026 at 09:00 AM U.S. Eastern Time). Only holders of the Ordinary Shares, par value US$0.001 per share (the “Ordinary Shares”), of the Company at the close of business on September 21, 2026 (the “Record Date”) are entitled to attend and vote at the 2026 Extraordinary Meeting or at any adjournment or postponement thereof. Shareholders will NOT be able to attend the 2026 Extraordinary Meeting physically in person. This proxy statement includes instructions on how to access the virtual 2026 Extraordinary Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Any shareholder giving such a proxy has the power to revoke it in accordance with the Company’s memorandum and articles of association. Written notice of such revocation should be forwarded directly to the Chairman of the Board of Directors of the Company, at the above stated address, prior to the commencement of the 2026 Extraordinary Meeting. Proxies may be solicited through the mails or direct communication with certain shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation therefor.

If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted in favor of the actions described in this Proxy Statement.

The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying Proxy Form, and any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form will first be mailed or given to the Company’s shareholders is on or about October 1, 2026. Such Proxy Statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K.

We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the Notice of our 2026 Extraordinary Meeting, this Proxy Statement and a proxy card to shareholders.