FBS Global Ltd美股招股说明书(2025-02-06版)

This prospectus relates to the resale of 1,884,337 ordinary shares, US$0.001 par value per share, of FBSGlobal Limited (“Ordinary Shares”) held by the shareholders named in this prospectus (the “Resale ProspectusShareholders”). We will not receive any of the proceeds from the sale of Ordinary Shares by the Resale ProspectusShareholders named in this prospectus. The 1,884,337 Ordinary Shares are being offered by the Resale Prospectus Shareholders for resale onlyonce such shares are listed on the Nasdaq Capital Market and only after the 2,250,000 Ordinary Shares are soldpursuant to the prospectus in connection with our initial public offering (“IPO”), which prospectus may be referredto herein as the Public Offering Prospectus. The underwriter will not receive any compensation from the sale of the Ordinary Shares by the ResaleProspectus Shareholders. The Resale Prospectus Shareholders will receive all of the net proceeds from the sales ofOrdinary Shares offered by it under this prospectus. We have agreed to bear the expenses relating to the registrationof the Ordinary Shares for the Resale Prospectus Shareholders. The Ordinary Shares being offered by us pursuant to the Public Offering Prospectus were listed atUS$4.50, which is the public offering price of the Ordinary Shares we are selling in our initial public offering.Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. The distribution ofsecurities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities asprincipals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the ResaleProspectus Shareholders. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares soldin our initial public offering begin trading on the Nasdaq. On February 5 2025, a registration statement under the U.S. Securities Act of 1933, as amended (the“Securities Act”) with respect to our IPO of Ordinary Shares was declared effective by the U.S. Securities andExchange Commission (the “SEC”) and our Ordinary Shares are expected to begin trading on February 6, 2025. Weexpect to receive approximately $8.4 million in net proceeds from the IPO after payment of underwriting discountsand commissions and estimated expenses of the IPO. Concurrent with our IPO, our Ordinary Shares were listed on the Nasdaq under the symbol “FBGL.” We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federalsecurities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implicationsof Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer beginning on page 10 ofthis prospectus for more information. We are a holding company that is incorporated in the Cayman Islands. As a holding company with nooperations, we conduct all of our operations through our subsidiary in Singapore. The Ordinary Shares offered in theIPO are shares of the holding company that is incorporated in the Cayman Islands. Investors of our Ordinary Sharesshould be aware that they may never directly hold equity interests in our subsidiaries. We are a controlled company as defined under Nasdaq Marketplace Rule 5615(c) because immediatelyafter the completion of the IPO, Kelvin Ang, our controlling shareholder, owns approximately of our total issuedand outstanding Ordinary Shares, representing approximately 65.5% of the total voting power. An investment in our Ordinary Shares involves significant risks. You should carefully consider therisk factors beginning on page 14 of this prospectus before you make your decision to invest in our OrdinaryShares. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapprovedof these securities or passed upon the accuracy or adequacy of this prospectus.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is February 6, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS2PRESENTATION OF FINANCIAL INFORMATION2MARKET AND INDUSTRY DATA3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3DEFINITIONS5PROSPECTUS SUMMARY6RISK FACTORS14ENFORCEMENT OF CIVIL LIABILITIES28USE OF PROCEEDS30DIVIDENDS32SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA33MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS34CORPORATE HISTORY AND STRUCTURE53INDUSTRY AND MARKET DATA55BUSINESS56REGULATORY ENVIRONMENT73MANAGEMENT85SELLING SHAREHOLDERS94RELATED PARTY TRANSACTIONS95DESCRIPTION OF SHARE CAPITAL98CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS101EXPENSES RELATED TO THE IPO106MATERIAL TAX CONSIDERATIONS107LEGAL MATTERS112EXPERTS112WHERE YOU CAN FIND ADDITIONAL INFORMATION112 Until March 3, 2025 (the 25th day after the date of this prospectus), all dealers that effect