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United States securities and exchange commission logo





                                January 16, 2024

       Lim Chwee Poh
       Chief Executive Officer
       JBDI Holdings Limited
       34 Gul Crescent
       Singapore 629538

                                                        Re: JBDI Holdings
Limited
                                                            Amendment No. 5 to
Draft Registration Statement on Form F-1
                                                            Submitted December
21, 2023
                                                            CIK No. 0001964314

       Dear Lim Chwee Poh:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No. 5 to Draft Registration Statement on Form F-1 submitted
December 21, 2023

       Cover Page

   1.                                                   Please revise the
resale prospectus cover page to clearly disclose that the secondary
                                                        offering is contingent
upon the closing of the primary offering and the listing of your
                                                        Ordinary Shares on the
Nasdaq Capital Market.
       Exhibit 23.1
       Consent of Independent Registered Public Accounting Firm, page II-4

   2.                                                   The consent refers to
the "report dated December 18, 2023." Please have your auditor
                                                        revise its consent to
reconcile to the date of the audit report prior to publicly filing your
                                                        registration statement
on Form F-1.
 Lim Chwee Poh
JBDI Holdings Limited
January 16, 2024
Page 2
Exhibits

3.    We note you removed a number of exhibits to be filed by amendment from
your exhibit
      list. Please revise to include the removed exhibits or advise as to why
each exhibit should
      not be included.
       Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at 202-551-8337 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.



                                                            Sincerely,
FirstName LastNameLim Chwee Poh
                                                            Division of
Corporation Finance
Comapany NameJBDI Holdings Limited
                                                            Office of
Manufacturing
January 16, 2024 Page 2
cc:       Henry F. Schlueter, Esq.
FirstName LastName
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