M&A - FST Corp.
Form Type: F-1
Filing Date: 2025-02-28
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025018264
Filing Summary: FST Corp., a Cayman Islands company, has filed a Form F-1 registration statement with the SEC, relating to the offer, sale, and resale of its ordinary shares in connection with a Business Combination Agreement dated December 22, 2023. The business combination, completed on January 15, 2025, involved FST Corp acquiring all outstanding shares of Femco Steel Technology Co., Ltd. in exchange for FST's ordinary shares, making Femco a wholly owned subsidiary of FST. Following this transaction, a merger occurred between FST's wholly owned subsidiary and Chenghe Acquisition I Co., with Chenghe continuing as a wholly owned subsidiary of FST. The prospectus includes details on the issuance of up to 14,399,985 ordinary shares upon the exercise of warrants and sales of up to 35,184,834 shares by selling securityholders. Holders of these shares are subject to lock-up restrictions for a period of six months post-closing, with significant portions of shares locked to prevent immediate resale, indicative of strategic financial retention aims. The filing notes the current trading price of FST's shares and clarifies the implications of being a foreign private issuer. The potential risks associated with the investment based on market fluctuations and other outlined factors are extensively detailed. Investors are advised to review these carefully before making decisions.
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Additional details:
Name Of Registrant: FST Corp.
Business Combination Date: 2023-12-22
Closing Date: 2025-01-15
Max Ordinary Shares Issuable: 14,399,985
Total Shares Offered By Selling Securityholders: 35,184,834
Exercise Price Warrants: 11.50
Lockup Period Months: 6
Last Reported Share Price: 8.50
Form Type: CORRESP
Filing Date: 2024-09-19
Corporate Action: Merger
Type: Update
Accession Number: 000121390024080299
Filing Summary: FST Corp. submitted a correspondence to the SEC regarding Amendment No. 1 to their Registration Statement on Form F-4 filed on August 6, 2024, providing responses to comments received from the SEC. The correspondence includes various revised disclosures pertaining to the Business Combination with the New SPAC Sponsor, management conflicts of interest, governance, compensation details, and other regulatory requirements. Key revisions involve updates on shareholder vote thresholds, liquidity post-business combination, material conflicts of interest disclosures, and financial impact assessments related to the Amendment No. 2 of the Registration Statement. The revisions aim to clarify shareholder interests, compensation structures, and the financial implications of the proposed transaction.
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Additional details:
Comment Number: 1
Comment: Please revise your registration statement cover page to state the address, including zip code, and telephone number, including area code, of FST Corp.’s principal executive office.
Comment Number: 3
Comment: Please revise to state the amount of compensation received or to be received by the New SPAC Sponsor, its affiliates, and promoters in connection with the Business Combination.
Comment Number: 4
Comment: Please state whether there may be any actual or potential material conflict of interest arising from the manner in which Chenghe compensates the New SPAC Sponsor.
Comment Number: 5
Comment: Revise your disclosure to state whether or not the Business Combination is structured so that approval of at least a majority of SPAC’s unaffiliated security holders is required.
Comment Number: 6
Comment: Include a brief description of the background of the Business Combination.
Comment Number: 8
Comment: Revise to disclose the anticipated liquidity position of CayCo following the Business Combination.
Comment Number: 9
Comment: Please revise to disclose whether Chenghe’s shareholders may redeem their shares in connection with any proposal to extend the time period.
Comment Number: 10
Comment: Please provide a brief description of any actual or potential material conflict of interest between the target company officers or directors and Chenghe’s unaffiliated shareholders.
Comment Number: 12
Comment: Please revise to describe any actual or potential material conflict of interest arising from the manner in which Chenghe compensates the New SPAC Sponsor.
Comment Number: 13
Comment: Provide a reasonably detailed discussion of the reasons of the target company for engaging in the Business Combination.
Comment Number: 14
Comment: Revise your disclosure to discuss both the benefits and detriments of the Business Combination transaction.
Comment Number: 15
Comment: State whether or not a majority of the directors who are not employees of Chenghe has retained an unaffiliated representative.
Comment Number: 19
Comment: Expand to address the federal income tax consequences of the Business Combination to the target company and its security holders.
Comment Number: 22
Comment: Disclose the nature and amounts of all compensation awarded to the New SPAC Sponsor.
Comment Number: 24
Comment: Disclose in tabular format the material terms of the Lock-Up Agreement.
Comment Number: 26
Comment: Provide an explanation of any material differences in the rights of the target company security holders compared with CayCo security holders.
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