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☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 20 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR × ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Financial Year Ended May 31 , 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 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 : Title of each class Ordinary Shares , par value US $ 0.001 per share Trading symbol JBDI Name of each exchange on which registered The Nasdaq Capital Market LLC 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 ☑