YMAT 6-K
J-Star Holding Co., Ltd. (YMAT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of June 2026
CommissionFile Number: 001-42767
J-StarHolding Co., Ltd.
(Registrant’sName)
7/F-1,No. 633, Sec. 2, Taiwan Blvd.,
XitunDistrict, Taichung City 407,
Taiwan(R.O.C.)
(Addressof Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form<br>20-F ☒ | Form<br> 40-F ☐ |
|---|
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
Submissionof Matters to a Vote of Security Holders.
On June 8, 2026, J-Star Holding Co., Ltd. (the “Company”) held the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at 7/F-1, No. 633, Sec. 2, Taiwan Blvd., Xitun District, Taichung City 407, Taiwan (R.O.C.), and via live webcast. On May 8, 2026 (the “Record Date”), the record date for the Annual Meeting, there were 13,953,333 of the Company’s Class A Ordinary Shares and 6,097,183 of the Company’s Class B Ordinary Shares issued and outstanding and entitled to vote at the Annual Meeting. 4,053,741 Class A Ordinary Shares, which represented approximately 25.33% of the votes of the outstanding Class A Ordinary Shares in the Company and 6,097,183 Class B Ordinary Shares, which represented 100% of the votes of the outstanding Class B Ordinary Shares in the Company, of which were represented in person or by proxy. Each holder of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to ten (10) votes in respect of each Class B Ordinary Share held by such holder on the Record Date. Six items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by the shareholders.
1. Shareholders approved the appointment of WWC, P.C. as auditors of the Company for the fiscal year ending December 31, 2026, and to authorize the audit committee of the Company to fix the remuneration of the auditors. The voting results were as follows:
| For<br> <br>(Class A Ordinary Shares) | For<br> <br>(Class B Ordinary Shares) | Against | Abstain |
|---|---|---|---|
| 4,052,488 | 60,971,830 | 3,699 | 0 |
2. Shareholders approved he re-election of the following persons as Directors of the Company, pursuant to the Company’s Fifth Amended and Restated Memorandum and Articles of Association currently in effect (the “Existing M&A”). The voting results were as follows:
| FOR<br><br> <br>(Class A Ordinary Shares) | FOR<br><br> <br>(Class B Ordinary Shares) | **** | AGAINST | **** | ABSTAIN | |||
|---|---|---|---|---|---|---|---|---|
| Jing-Bin<br> Chiang | 4,052,312 | 60,971,830 | 3,699 | 176 | ||||
| Ting-Pang<br> Sung | 4,052,737 | 60,971,830 | 3,499 | 1 | ||||
| Ching-Chou<br> Huang | 4,052,741 | 60,971,830 | 3,445 | 1 | ||||
| Shen-Huei<br> Wang | 4,052,477 | 60,971,830 | 3,699 | 11 | ||||
| Ping-Hong<br> Lin | 4,052,737 | 60,971,830 | 3,449 | 1 |
3. Shareholders approved that (A) the Company undertakes a share consolidation whereby (i) 713,953,333 issued Class A Ordinary Shares of a nominal or par value of US$0.50 each, held by the existing shareholders of the Company be consolidated into approximately 2,790,667 Class A Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions set out in the Existing M&A; (ii) 16,046,667 authorized but unissued Class A Ordinary Shares of a nominal or par value of US$0.50 each in the capital of the Company be consolidated into approximately 3,209,333 Class A Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions set out in the Existing M&A; (iii) 6,097,183 issued Class B Ordinary Shares of a nominal or par value of US$0.50 each, held by the existing shareholders of the Company be consolidated into approximately 1,219,437 Class B Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions set out in the Existing M&A; and (iv) 93,902,817 authorized but unissued Class B Ordinary Shares of a nominal or par value of US$0.50 each in the capital of the Company be consolidated into approximately 18,780,563 Class B Ordinary Shares of a nominal or par value of US$2.50 each, having the rights and being subject to the restrictions set out in the Existing M&A, (collectively, (i) to (iv) above, the “Share Consolidation” and the “Share Consolidation Proposal”), (B) pursuant to the Share Consolidation, the authorized share capital of the Company will be changed (i) FROM: US$65,000,000 divided into (i) 30,000,000 Class A Ordinary Shares of nominal or par value of US$0.50 each and (ii) 100,000,000 Class B Ordinary Shares of nominal or par value of US$0.50 each. (ii) US$65,000,000 divided into (i) 6,000,000 Class A Ordinary Shares of nominal or par value of US$2.50 each and (ii) 20,000,000 Class B Ordinary Shares of nominal or par value of US$2.50 each, (C) all fractional entitlements resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company is authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation, and (D) any Director be authorized and directed to do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the Share Consolidation, including determining the effective date of the Share Consolidation and any other changes to the Company’s authorized share capital in connection with and as necessary to effect the Share Consolidation. The voting results were as follows:
| For<br> <br>(Class A Ordinary Shares) | For<br> <br>(Class B Ordinary Shares) | Against | Abstain |
|---|---|---|---|
| 4,044,178 | 60,971,830 | 12,009 | 0 |
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4. Shareholders approved the authorised share capital of the Company to be increased with effect immediately after the Share Consolidation: (i) FROM: US$65,000,000 divided into (i) 6,000,000 Class A Ordinary Shares of nominal or par value of US$2.50 each and (ii) 20,000,000 Class B Ordinary Shares of nominal or par value of US$2.50 each; and (ii) TO: US$300,000,000 divided into (i) 60,000,000 Class A Ordinary Shares of nominal or par value of US$2.50 each and (ii) 60,000,000 Class B Ordinary Shares of nominal or par value of US$2.50 each (the “Increase of Authorised Share Capital Proposal”). Any Director be authorised and directed to do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the Share Consolidation, including determining the effective date of the Share Consolidation and any other changes to the Company’s authorised share capital in connection with and as necessary to effect the Share Consolidation. The voting results were as follows:
| For<br> <br>(Class A Ordinary Shares) | For<br> <br>(Class B Ordinary Shares) | Against | Abstain |
|---|---|---|---|
| 4,044,292 | 60,971,830 | 11,895 | 0 |
5. Shareholders approved that subject to the Share Consolidation Proposal and the Increase of Authorized Share Capital Proposal taking effect, the proposed Sixth Amended and Restated Memorandum and Articles of Association of the Company, the form of which is set forth in Appendix A to the proxy statement, be adopted in its entirety and in substitution for and to the exclusion of the currently effective Fifth Amended and Restated Memorandum and Articles of Association of the Company (the “M&A Amendment Proposal”). Any Director be authorised and directed to do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the M&A Amendment, including determining the effective date of the M&A Amendment in connection with and as necessary to effect the Share Consolidation. The voting results were as follows:
| For<br> <br>(Class A Ordinary Shares) | For<br> <br>(Class B Ordinary Shares) | Against | Abstain |
|---|---|---|---|
| 4,044,072 | 60,971,830 | 12,107 | 8 |
6. Shareholders approved to direct the chairman of the annual general meeting to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are insufficient votes to approve the proposals 1 to 5 above. The voting results were as follows:
| For<br> <br>(Class A Ordinary Shares) | For<br> <br>(Class B Ordinary Shares) | Against | Abstain |
|---|---|---|---|
| 4,051,749 | 60,971,830 | 4,439 | 0 |
Other
On June 8, 2026, the Company issued a press release announcing “J-Star Holding Announces Successful Annual General Meeting and Reaffirms Commitment to U.S. Advanced Manufacturing Strategy”. This press release is furnished herewith as Exhibit 99.1.
Forward-LookingStatements
Certain statements in this announcement are forward-looking statements, including, for example, statements about completing the acquisition, anticipated revenues, growth, and expansion. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Press Release, dated June 8, 2026. |
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SIGNATURES
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.
| J-Star Holding Co., Ltd. | ||
|---|---|---|
| By: | /s/ Jing-Bin Chiang | |
| Name: | Jing-Bin<br> Chiang | |
| Title: | Chief<br> Executive Officer | |
| Date:<br> June 8, 2026 |
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Exhibit99.1
J-StarHolding Announces Successful Annual General Meeting and Reaffirms Commitment to U.S. Advanced Manufacturing Strategy
TaichungCity, Taiwan – June 8, 2026 — J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”) today announced the successful completion of its Annual General Meeting, at which shareholders approved all resolutions presented, including granting the Board of Directors discretionary authority regarding the Company’s share consolidation.
The Board will evaluate all available alternatives and act in the best long-term interests of the Company and its shareholders.
Backed by a series of significant operational and strategic milestones announced in recent weeks, J-Star is actively executing its business plan and advancing its U.S. manufacturing initiatives with strong momentum.
“It is my core mission to bring critical advanced manufacturing capabilities back to the United States, supported by the recently announced authorization to initiate a $60 million sovereign-backed financing framework through designated Taiwanese banking institutions,” said Jonathan Chiang, Founder, Chairman and Chief Executive Officer of J-Star.
“J-Star is actively building a resilient domestic supply chain on U.S. soil spanning our high-performance carbon fiber technologies and our next-generation 100 MWh solid-state battery manufacturing facility in Baytown, Greater Houston, where my family lives. This advanced energy technology earned the prestigious R&D 100 Award and originates from the Industrial Technology Research Institute (“ITRI”), one of the world’s renown advanced technology research institutions and a cornerstone of Taiwan’s global technology leadership.”
Mr. Chiang noted that J-Star’s advanced carbon fiber manufacturing expertise and next-generation energy storage technologies are directly aligned with U.S. national priorities to strengthen domestic manufacturing, advanced industrial production, and the domestic drone supply chain, including the objectives outlined in President Trump’s Executive Order 14307, Unleashing American Drone Dominance, and Executive Order 14305, Restoring American Airspace Sovereignty.
“Having previously served as Vice President of LCY Elastomers in Baytown, Texas, where I managed the facility and a workforce of over 300 employees from its establishment in 2003 through 2009, I am bringing that same manufacturing discipline and operational rigor to our Houston-area facility,” added Mr. Chiang. “ With our DOE grant application under federal review, our recently authorized $60 million sovereign-backed financing framework, and continued progress on project development, we believe the Company is building a foundation for future growth that is not yet fully reflected in how the market evaluates our long-term opportunity. Our focus remains on disciplined execution as we continue advancing our U.S. manufacturing strategy and creating lasting shareholder value.”
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RecentCorporate Milestones
CentralBank of Taiwan Authorization (May 26, 2026)
J-Star’s subsidiary, YMA Corporation, received formal authorization from the Central Bank of Taiwan to initiate a $60 million sovereign-backed financing framework designated to support the Company’s Baytown manufacturing initiative, representing a significant structural component of the Company’s capital formation plan.
DOEGrant Application Under Federal Review
J-Star and strategic partner Patriot Green Energy Technology (PSSB) submitted a full grant application to the U.S. Department of Energy under IIJA Section 40207 (Domestic Manufacturing Conversion Grants), assigned Control No. 3585-1561. The application is currently under federal review.
BaytownEDF Letter of Intent (April 14, 2026)
The Baytown West Chambers County Economic Development Foundation issued a formal Letter of Intent to YMA(TX) INC. committing to site-selection support, infrastructure specifications including a 12,000 square foot ISO-7 Ultra-Dry Room and 4,000A high-capacity electrical service, and 18 months of site availability support within the TGS Cedar Port Industrial Park.
StrategicTechnology Partnership
J-Star maintains an active partnership with Patriot Green Energy Technology (PSSB), supported by Taiwan’s ITRI, in connection with the development of a 100 MWh modular automated solid-state battery manufacturing platform utilizing patented solvent-free PSSB technology (Patent US 2022/0209218 A1).
AboutJ-Star Holding Co., Ltd.
J-Star Holding Co., Ltd. (Nasdaq: YMAT) is a publicly traded advanced manufacturing company with decades of experience in composite materials and carbon fiber production. Through its U.S. subsidiary YMA(TX) INC., J-Star is developing a proposed 100 MWh solid-state battery manufacturing facility in Baytown, Texas targeting the UAV, defense, aerospace, industrial automation, and advanced energy storage markets, directly aligned with U.S. domestic manufacturing and supply chain priorities. The Company is pursuing a diversified capital structure combining sovereign-backed financing, potential federal DOE grant support, and private institutional capital to support its long-term U.S. expansion strategy.
Forward-LookingStatements
Thispress release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actualresults may differ materially from those expressed or implied by such statements due to various risks and uncertainties. The Companyundertakes no obligation to update any forward-looking statements except as required by applicable law.
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