UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For June 1523, 2026

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 office)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

~~Notice~~Reverse ofStock ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard~~Split

~~JBDI~~On ~~Holdings~~June ~~Limited~~16, a2026, ~~Cayman~~JBDI ~~Islands~~Holdings ~~exempted~~Limited ~~company~~announced ~~(the~~that ~~“Company”~~it orwill ~~“JBDI”),~~effect ~~(Nasdaq: JBDI) received~~ a ~~letter on~~share ~~January~~consolidation ~~7, 2026~~ (~~the~~ “~~Determination~~Reverse ~~Letter~~Stock Split”) ~~from the Listing Qualifications Department~~ of ~~The~~its ~~Nasdaq Stock Market LLC~~Ordinary ~~(“Nasdaq”).~~Shares ~~The~~at ~~Determination~~a ~~Letter~~ratio ~~indicated that the bid price~~ of ~~the Company’s listed security had closed at less than $~~1-for-2 ~~per~~and ~~share~~that ~~over~~ the ~~previous~~Reverse 30Stock ~~consecutive~~Split ~~business~~was ~~days~~expected ~~from~~to ~~November~~be ~~21,~~effective ~~2025~~on ~~through~~or ~~January~~about 6June 25, 2026, ~~(the~~or ~~“Minimum~~as ~~Bid Price”)~~soon ~~and,~~ thereafter as apracticable ~~result, did not comply with Listing Rule 5550~~(~~a)(2) (~~the “~~Rule~~Effective Date”). ~~In accordance with the Rule, the Company was provided 180 calendar days, or until July 6, 2026, to regain compliance with the Rule.~~

InThe ~~the~~Reverse ~~event~~Stock ~~that~~Split ~~the~~will ~~Company~~be ~~does~~effective ~~not~~on ~~regain~~June ~~compliance by July 6~~29, 2026,. ~~the~~The Company’s ~~may~~Ordinary beShares ~~eligible~~will ~~for~~begin ~~additional~~trading ~~time~~on toa ~~qualify.~~Reverse ToStock Split ~~qualify~~adjusted ~~for~~basis ~~additional~~on ~~time,~~ the ~~Company~~Nasdaq ~~will~~Capital beMarket ~~required~~as toof ~~meet~~ the ~~continued~~open ~~listing~~of ~~requirement~~trading ~~for~~on ~~market~~June ~~value~~30, of2026 ~~publicly~~under ~~held shares~~the ~~and~~existing ~~all~~ticker ~~other~~symbol ~~initial~~“JBDI.” The ~~listing~~purpose ~~standards~~of ~~for~~the ~~The~~Reverse ~~Nasdaq~~Stock ~~Capital~~Split ~~Market~~is ~~with~~to ~~the~~regain ~~exception~~compliance ofwith ~~the~~Nasdaq ~~bid~~Listing ~~price~~Rule ~~requirement~~5550(a)(2).

InThe ~~the~~Reverse ~~event~~Stock ~~that~~Split ~~the~~will ~~Company~~decrease ~~does not regain compliance with~~ the ~~Minimum~~Company’s ~~Bid~~issued ~~Price~~and ~~Requirement~~outstanding byOrdinary ~~July~~Shares 6,from ~~2026~~19,029,064 ~~and~~(plus is758,436 ~~ineligible~~treasury ~~for an~~shares) ~~additional~~to ~~grace~~approximately ~~period~~9,514,532 ~~Nasdaq~~Ordinary ~~will~~Shares ~~provide~~(plus ~~further~~379,218 ~~written~~treasury ~~notice that the Company’s ordinary~~ shares). ~~are subject to delisting from~~ The ~~Nasdaq~~par ~~Capital~~value ~~Market.~~of ~~In that event,~~ the ~~Company~~Ordinary ~~may~~Shares ~~appeal~~will ~~the~~be ~~determination~~increased from $0.0005 to a$0.001 ~~Nasdaq~~per ~~hearings panel~~share.

ANo ~~copy~~fractional shares will be issued as a result of the ~~Determination~~Reverse ~~Letter~~Stock isSplit. ~~attached~~Any ~~hereto~~fractional asshares ~~Exhibit~~resulting 99from the Reverse Stock Split will be rounded up to the nearest whole share at the participant level.1.

~~Press Release Announcing Reverse Stock Split~~Exhibits

JBDI issued a press release on June 16, 2026 announcing that it will effect a share consolidation (“Reverse Stock Split”) of its Ordinary Shares at a ratio of 1-for-2, expected to be effective on or about June 25, 2026, or as soon thereafter as practicable (the “Effective Date”). The record date for the Reverse Stock Split has been set at June 25, 2026. The Company’s Ordinary Shares are expected to begin trading on a Reverse Stock Split adjusted basis on the Nasdaq Capital Market as of the open of trading on the trading date next following the Effective Date under the existing ticker symbol “JBDI.” The purpose of the Reverse Stock Split is to regain compliance with Nasdaq Listing Rule 5550(a)(2).None

A copy of the press release is attached hereto as Exhibit 99.2.

Exhibits
99.1		Letter dated January 7, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC
99.2		Press Release dated June 16, 2026 announcing Reverse Stock Split

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 16, 2026	JBDI Holdings Limited
Date: June 23, 2026	JBDI Holdings Limited
	By:	/s/ Mr. Lim Chwee Poh
	Name:	Mr. Lim Chwee Poh
	Title:	Executive Director and Principal Executive Officer

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