8-A12B/A 1 form8-a12ba.htm 8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

J-Star Holding Co., Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands

Not Applicable

(State of incorporation

or organization)

(I.R.S. Employer

Identification No.)

7/F-1, No. 633, Sec. 2, Taiwan Blvd.,

Xitun District, Taichung City 407,

Taiwan (R.O.C.)

n/a

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Class A Ordinary shares, par value US$0.50 per share

The Nasdaq Stock Market LLC

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: _________

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory Note

This Form 8-A/A is being filed to update the description of the ordinary shares of J-Star Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), which were previously registered as the “Ordinary Shares, par value US$0.50 per share” (the “Ordinary Shares”) under the Securities Exchange Act of 1934 pursuant to the Company’s Form 8-A filed on July 28, 2025.

On December 9, 2025, the Company held a general meeting of members, at which the shareholders approved, among other resolutions, as an ordinary resolution, the re-designation and re-classification of the Company’s shares (the “Re-Designation of Share Capital”) and, as a special resolution, the adoption of the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the “New M&As”). Pursuant to the Re-Designation of Share Capital, the current issued 17,200,387 Ordinary Shares were re-designated and re-classified into (i) 11,702,430 Class A ordinary shares of par value US$0.50 each, with one vote per share (the “Class A Ordinary Shares”), and (ii) 6,097,183 Class B ordinary shares of par value US$0.50 each, with ten votes per share (the “Class B Ordinary Shares”), on a one-for-one basis.

Following the Re-Designation of Share Capital and the adoption of the New M&As, each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to ten votes on all matters subject to vote at general meetings of the Company, along with such other rights, preferences, and privileges as set forth in the New M&As.

The New M&As were adopted by special resolution passed on 9 December 2025 with effect from December 9, 2025. The Registrar of Companies of the Cayman Islands provided the stamped New M&As dated December 23, 2025

Item 1. Description of the Registrant’s Securities to be Registered.

The following is a summary of changes to the material terms of the Company’s Class A Ordinary Shares. This summary is not exhaustive. For more detailed information, please refer to the New M&As, a copy of which was furnished herein as Exhibit 3.1 into this Form 8-A/A.

The share capital of the Company is US$65,000,000 divided into (i) 30,000,000 class A ordinary shares of US$0.50 par value each and (ii)100,000,000 class B ordinary shares of US$0.50 par value each.

The Class A Ordinary Shares and the Class B Ordinary Shares carry equal rights and rank pari passu with one another other, except as outlined below:

(a)	Conversion Rights

(i)

a holder of Class B Ordinary Shares has the conversion right in respect of each Class B Ordinary Share while a holder of Class A Ordinary Shares has no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances unless otherwise permitted by the directors of the Company; and

(ii)

each Class B Ordinary Share may be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share on a one for one basis.

(b)	Voting Rights

Holders of Class A Ordinary Shares and Class B Ordinary Shares are entitled to receive notice of, attend, speak, and vote at general meetings of the Company. At all times (except during separate general meetings of the holders of a specific class or series of shares as provided in the New M&As), Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted for shareholder consent. Each Class A Ordinary Share is entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share is entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

(c)

Transfer

Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares validly transferred to the new holder will be automatically and immediately converted into an equal number of Class A Ordinary Shares. A sale, transfer, assignment, or disposition becomes effective upon the Company’s registration of such sale, transfer, assignment, or disposition in the Company’s Register of Members. The creation of any pledge, charge, encumbrance, or other third-party right of any description on Class B Ordinary Shares to secure a holder’s contractual or legal obligations is not deemed a sale, transfer, assignment, or disposition unless and until such pledge, charge, encumbrance, or third-party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares. In such a case, all related Class B Ordinary Shares will automatically convert into the same number of Class A Ordinary Shares upon the Company’s registration of the third party or its designee as the holder of the corresponding Class A Ordinary Shares in the Company’s Register of Members.

Item 2. Exhibits.

Pursuant to the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

Exhibit No.		Description
3.1		Fifth Amended and Restated Memorandum and Articles of Association, as currently in effect.
4.1		Registrant’s Specimen Certificate for Class A Ordinary Shares.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	J-Star Holding Co., Ltd.

	By:	/s/ Sam Van
		Sam Van
		Chief Executive Officer

Dated: January 7, 2026

Amendment: SEC Form 8-A12B/A filed by J-Star Holding Co. Ltd.