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 ~~the~~August ~~month of June,~~ 2025

Commission File Number: 001-42259

JBDI Holdings Limited

(~~Translation~~Exact name of ~~registrant’s~~Registrant ~~name~~as ~~into~~specified ~~English~~in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

34 Gul Crescent

Singapore 629538

(Address of principal executive ~~office~~offices)

Mr. Lim Chwee Poh, CEO

Tel: +65 6861 4150

Email:

34 Gul Crescent

Singapore 629538

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

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~~Indicate ofby ~~Failure~~check tomark ~~File~~if ~~Interim~~the ~~Balance~~registrant ~~Sheet~~is ~~and~~submitting ~~Income~~the ~~Statement~~Form as6-K ofin ~~the~~paper ~~End~~as ofpermitted ~~Second~~by ~~Quarter~~Regulation ~~on Form 6~~S-KT ~~and~~Rule ~~Subsequent~~101(b)(1): ~~Filing and Compliance~~☐

~~JBDI~~Note ~~Holdings~~: ~~Limited,~~Regulation aS-T ~~Cayman~~Rule ~~Islands exempt company~~ 101(~~the “Company”~~b)~~, received a deficiency notice dated June 3, 2025~~ (~~the “Notice”~~1) ~~from~~ ~~the~~only ~~Listing~~permits ~~Qualifications Department of~~ the ~~Nasdaq~~submission ~~Stock~~in ~~Market~~paper ~~LLC (“Nasdaq”) stating that it has not yet filed its interim balance sheet and income statement as~~ of ~~the~~a ~~end of its second quarter on~~ Form 6-K ~~(the~~if ~~“Filing”)~~submitted ~~and~~solely ~~thus~~to noprovide ~~longer complies~~an ~~with~~attached ~~Listing~~annual report ~~Rule~~to ~~5250(c)(1)~~security ~~for continued listing~~holders.

OnIndicate ~~June~~by 5,check ~~2025,~~mark if the ~~Company~~registrant ~~filed~~is ~~with~~submitting the ~~Securities and Exchange Commission on~~ Form 6-K ~~its~~in ~~unaudited~~paper ~~condensed~~as ~~consolidated~~permitted ~~financial statements~~by ~~for~~Regulation ~~the six~~S-~~month~~T periods ended November 30, 2024 and 2023, including its balance sheet for the six-month period ended November 30, 2024 and its income statement for the six-month periods ended November 30, 2024 and 2023. On June 9, 2025, the Company received a compliance letter from Nasdaq informing the Company that it has regained compliance with the periodic filing requirement under Nasdaq Listing Rule ~~5250~~101(cb)(17),: and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, the Company’s ordinary shares will continue to be listed on The Nasdaq Capital Market and Nasdaq considers the matter closed.☐

~~Notice~~Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of ~~Failure~~a Form 6-K if submitted to ~~Comply~~furnish ~~with~~a report or other document that the ~~Bid~~registrant ~~Price~~foreign ~~Requirement~~private toissuer ~~Continue~~must ~~Listing~~furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which ~~Nasdaq~~the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and ~~Subsequent~~has ~~Compliance~~not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

~~The~~Submission ~~Company~~of ~~had~~Matters ~~previously been notified by Nasdaq on December 12, 2024, that its ordinary shares failed~~ to ~~maintain~~ a ~~minimum~~Vote ~~bid price~~ of ~~$1.00~~Security over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Nasdaq has determined that for the last eleven consecutive business days, from May 16 through June 2, 2025, the closing bid price of the Company’s ordinary shares has been at $1.00 per share or greater.Holders

~~Accordingly,~~On onMay ~~June 3~~2, 2025, JBDI Holdings Limited (the “Company”) ~~received~~held aits ~~notice~~annual ~~from~~general ~~Nasdaq~~meeting ~~informing~~of shareholders (the “Annual General Meeting”). The Company’s ~~that~~shareholders itvoted ~~had~~to ~~regained~~approve ~~compliance~~the ~~with~~election ~~Nasdaq’s bid~~of ~~price~~each ~~requirement~~director innominee ~~Listing~~named ~~Rule~~in ~~5450(a)(~~proposal 1), and ~~that~~approved proposal 2, the ~~Company~~ratification isof ~~therefore~~YCM inCPA ~~compliance~~INC. ~~with~~as the ~~Nasdaq~~independent ~~Capital~~registered ~~Market’s listing~~public ~~requirements~~accounting firm for the fiscal year ended May 31, 2025. The ~~Accordingly~~following chart sets forth the number and percentage of votes cast for, withheld for the election of directors and the number of votes for, against, and the number of abstention votes, with respect to each proposal voted upon by the Company’s ~~ordinary~~shareholders (proposal ~~shares~~numbers ~~will~~correspond ~~continue~~ to bethe ~~listed~~proposal onnumbers ~~The~~used ~~Nasdaq~~in ~~Capital~~the ~~Market~~Company’s ~~and~~definitive ~~Nasdaq considers~~proxy statement for the ~~matter~~Annual ~~closed.~~General Meeting):

Issuance of Press Releases

Proposals		For				Withheld
1.	Elect the following director nominees to the Board of Directors:
	Lim Chwee Poh		10,624,319	99.70	%		32,006	0.30	%
	Liang Zhaorong		10,625,309	99.71	%		31,016	0.29	%
	Han Yee Yen		10,625,320	99.71	%		31,005	0.30	%
	Chan Chin Hoong		10,620,613	99.70	%		32,003	0.29	%
	Soh Kar Liang		10,564,662	99.66	%		9,412	0.30	%

On June 6, 2025, the Company issued a press release regarding the receipt of a notice from Nasdaq on June 3, 2025 informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements.

			For								Against								Abstain
2.	Ratification of YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025			10,620,613				99.66	%			26,300				0.25	%			9,412				0.09

OnChange June 9, 2025, the Company issued a press release regarding the receipt of a notice from Nasdaq informing the Company that it has regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that the Company was therefore in ~~compliance with the Nasdaq Capital Market’s listing requirements. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Form 6-K.~~Auditors

~~Forward-Looking~~As ~~Statements~~a result of the ratification of YCM CPA INC. as the independent registered public accounting firm for the fiscal year ended May 31, 2025, the Company dismissed Onestop Assurance PAC as the independent registered public accounting firm for the Company.

~~Matters~~Onestop ~~discussed~~Assurance inPAC’s ~~this~~audit report ~~may~~on ~~constitute~~the ~~forward-looking~~Company’s ~~statements.~~financial ~~Forward-looking~~ statements ~~include~~as ~~statements~~of ~~concerning~~and ~~plans,~~for ~~objectives, goals,~~the ~~strategies,~~fiscal ~~future~~year ~~events~~ended orMay ~~performance~~31, ~~and~~2024 ~~underlying~~did ~~assumptions~~not contain ~~and~~an ~~other~~adverse ~~statements,~~opinion ~~other~~nor ~~than~~a ~~statements~~disclaimer of ~~historical facts.~~opinion ~~The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending”~~ and ~~similar~~was ~~expressions~~not ~~identify~~qualified ~~forward-looking statements.~~nor ~~The~~modified ~~forward-looking~~as ~~statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject~~ to ~~significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control~~uncertainty, weaudit ~~cannot~~scope ~~assure you that we will achieve~~ or ~~accomplish these expectations~~accounting principles.

~~Exhibits~~From Onestop Assurance PAC’s appointment to the date of its dismissal, there were (i) no disagreements between the Company and Onestop Assurance PAC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Onestop Assurance PAC, would have caused Onestop Assurance PAC to make reference to the subject matter of the disagreement in its report on the financial statements for such year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

99.1	Press Release published on June 6, 2025
99.2	Press Release published on June 9, 2025

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.

	JBDI HOLDINGS LIMITED
Date: August 13, 2025	JBDI Holdings Limited
	(Registrant)
	By:	/s/ Lim Chwee Poh
Date: June 10, 2025	By:	/s/ Lim Chwee Poh
	Name:	Mr. Lim Chwee Poh
		Lim Chwee Poh, Chief Executive Officer
	Title:	Executive Director and Principal Executive Officer

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