JBDI Holdings Ltd (JBDI) Form 6-K — Sep 14, 2026
JBDI Holdings Limited entered into a stock purchase agreement on September 14, 2026 to acquire the entire issued share capital of Club Versante Group Limited, a Canada-based restaurant group operating three venues (a full-service restaurant, a whisky bar, and a lounge), for aggregate consideration of $20,000,000. The sellers are Club Versante Investment Limited (86.36%) and three individual sellers. The entire purchase price will be settled with unsecured convertible promissory notes rather than cash.
Key figures
- Deal Value Usd
- 20000000
- Maturity
- No fixed maturity date
- Outside date
- November 30, 2026
- Interest rate
- 0% (no interest accrues on the notes)
- Target business
- Canada-based restaurant group operating 3 restaurants and bars (full-service restaurant, whisky bar, lounge)
- Nasdaq issuance cap
- 19.99% of shares outstanding absent shareholder approval
- Rep survival period
- 3 years post-closing
- Target closing date
- September 30, 2026
- Target shares acquired
- 9770625
- Beneficial ownership limit
- 9.99% per holder
- Indemnification basket usd
- 300000
- Prior registration statement
- Form F-1 File No. 333-288678, never effective and withdrawn under Rule 477
- Implied max conversion shares
- 20000000
- Conversion price per share usd
- 1
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