JBDI Holdings Ltd (JBDI) Form 6-K — Oct 13, 2026
JBDI Holdings Limited signed a share purchase agreement on October 12, 2026 to acquire 100% of Glorian Capital Ltd, owner of ZYMIX, an AI-native social networking platform, for $900,000,000 payable entirely through senior unsecured perpetual zero-coupon convertible promissory notes. The notes convert at a fixed $1.00 per share, bear no interest, have no maturity date, and allow holders to demand redemption at 101% of principal upon delisting, change of control, or liquidation. Aggregate note-holder voting power is capped at 40%, and JBDI plans a dual-class structure giving EUG Investment Limited 7,000,000 Class B shares with 100 votes each.
Key figures
- Debt Amount
- 900000000
- Deal Value Usd
- 900000000
- Interest Rate
- 0
- Offering Price
- 1
- Closing date
- 2026-10-30
- Outside date
- 2026-12-31
- Target shares
- 50000
- Redemption premium
- 101% of principal upon fundamental change
- Ironwood voting cap
- 8.00%
- Prospera voting cap
- 31.60%
- Class b shares to eug
- 7000000
- Arbor forge voting cap
- 0.40%
- Indemnification basket
- 3000000
- Class b votes per share
- 100
- Conversion price per share
- 1
- Aggregate sellers voting cap
- 40%
AI analysis
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