Core Points - JBDI Holdings Limited has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) as of June 3, 2025, after previously failing to maintain a minimum bid price of $1.00 for 30 consecutive business days [1][2] - The company received a deficiency notice from Nasdaq on June 3, 2025, for not filing its interim balance sheet and income statement for the second quarter, thus violating Listing Rule 5250(c)(2) [4] - JBDI Holdings filed its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024, and 2023 on June 5, 2025, and intends to notify Nasdaq of this filing to regain compliance with the listing rule [5] Company Overview - JBDI Holdings Limited specializes in environmentally friendly and efficient products and services, focusing on the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [7] - The company has nearly four decades of industry experience and is recognized for quality and reliability, offering a range of reconditioned steel and plastic drums, new containers, and ancillary services [7] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [7]

Company Overview - JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3] - The company has nearly four decades of industry experience and has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services [3] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3] Share Repurchase Program - The board of directors of JBDI has approved a share repurchase program, allowing the company to repurchase up to US$1.0 million worth of its ordinary shares [1] - Proposed repurchases may occur on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and through other legally permissible means, depending on market conditions [2] - The board will periodically review the share repurchase program and may authorize adjustments to its terms and size [2]

Core Points - JBDI Holdings Limited received a delinquency notification from Nasdaq for not meeting the $1.00 minimum bid price requirement for its ordinary shares [1][2] - The company has until June 10, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 for ten consecutive business days [1][2] - The notification does not immediately affect the trading of JBDI's ordinary shares, which continue to trade under the symbol "JBDI" [2] Company Overview - JBDI Holdings Limited specializes in environmentally friendly products and services, focusing on the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3] - The company has nearly four decades of industry experience and is known for its quality and reliability in providing reconditioned steel and plastic drums, new containers, and ancillary services [3] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3]

Financial Performance and Revenue Sources - Over 80% of the company's revenue was derived from customers in Singapore during the financial years ended May 31, 2024 and 2023, indicating a strong reliance on the local market[11]. - More than 70% of the company's revenue during the financial years ended May 31, 2024 and 2023 came from the sale of reconditioned and new containers, making it sensitive to fluctuations in steel prices[13]. - Revenue from the sale of reconditioned and new containers accounted for approximately 30% and 31.6% of total revenue for the financial years ended May 31, 2024, and 2023, respectively[19]. - Sales to the largest customer amounted to approximately $1.3 million and $1.8 million for the financial years ended May 31, 2024, and 2023, respectively, representing about 14.2% and 16.4% of total revenue[19]. - Average accounts receivable turnover days were approximately 66 days and 78 days for the financial years ended May 31, 2024, and 2023, respectively[21]. Operational Risks and Challenges - The company had inventories of approximately $0.3 million as of May 31, 2024 and 2023, highlighting potential risks related to inventory obsolescence[12]. - The company is dependent on maintaining a wide range of containers to meet evolving customer demands, which may impact its ability to adapt to market changes[11]. - The company relies on skilled labor for its operations, and any shortage may lead to increased costs and affect financial performance[14]. - The company’s operations are susceptible to fluctuations in the prices and availability of necessary machinery and vehicles, which could negatively impact profitability[16]. - The company is exposed to potential supply chain interruptions that could adversely affect revenue and profitability[23]. - The company may face increased operational costs due to compliance with environmental, health, and safety regulations[29]. - The company is subject to credit risks from customers who may delay or default on payments, impacting financial performance[21]. - There is no long-term commitment from customers, which may lead to significant decreases in sales if relationships are disrupted[20]. - The company relies on third-party logistics providers for timely delivery, and any disruptions could impact operations[24]. - The company is exposed to foreign currency exchange rate fluctuations, which may affect financial results[28]. - The company faces risks related to inadequate insurance coverage for business interruptions, which could adversely affect financial results[30]. - The company is exposed to risks from acts of war, terrorist attacks, and other uncontrollable events that may disrupt operations[36]. Corporate Governance and Compliance - The company is classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements and delay compliance with certain accounting standards[47]. - The company may lose its foreign private issuer status if more than 50% of its voting securities are owned by U.S. residents, which would result in increased legal and compliance costs[48]. - Listing on Nasdaq has led to significantly increased costs and management time devoted to compliance with public company requirements[49]. - The company is exempt from certain Nasdaq corporate governance requirements, which may afford less protection to shareholders compared to U.S. domestic issuers[44]. - The company has opted to follow home country practices in corporate governance, which may differ significantly from U.S. standards[44]. - The company may face difficulties in enforcing judgments obtained in U.S. courts due to its Cayman Islands incorporation and the location of its directors and officers[45]. - The company is at risk of delisting under the HFCA Act if the PCAOB cannot inspect its auditors located in Singapore[51]. - The last PCAOB inspection of the company's auditor, Onestop Assurance PAC, occurred on July 13, 2023, indicating compliance with PCAOB standards[51]. - The SEC has proposed reducing the consecutive non-inspection years from three to two, which could impact the company's listing status[51]. Future Outlook and Strategic Plans - The company intends to expand its range of products and services and consider mergers and acquisitions, but there is no assurance of success[37]. - The company may require additional financing in the future to fund operations and growth, which could lead to restrictions under debt financing arrangements[31]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[43]. - Controlling shareholders own approximately 79.7% of the total issued and outstanding Ordinary Shares, which gives them significant influence over corporate transactions[44]. - Negative publicity could harm the company's reputation and customer satisfaction, impacting business prospects[32]. - The company may face challenges in maintaining and protecting its intellectual property, which could affect its competitive position[33]. Initial Public Offering - The company completed its initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share, resulting in total net proceeds of approximately $6.7 million[8]. - As of the date of the Annual Report, the company has 19,787,500 Ordinary Shares issued and outstanding[41]. - The trading price of the company's Ordinary Shares may be volatile due to various factors, including market conditions and operational performance[40]. Financial Management - The company is exposed to interest rate risk due to short-term bank loans, which typically have fixed rates for twelve months[224]. - Credit risk is managed through in-house research and analysis, focusing on the probability of default by customers[225]. - Liquidity risk is monitored to ensure sufficient capital resources are available to meet business commitments[226]. - The company's reporting currency is the United States Dollar, with nearly all revenues and expenses consolidated in this currency[227].