FST Corp美股招股说明书(2025-07-25版)

UP TO 14,399,985 ORDINARY SHARES ISSUABLE UPON THE EXERCISE OFWARRANTSUP TO 35,184,834 ORDINARY SHARES OFFERED BY SELLINGSECURITYHOLDERS Thisprospectus relates to the offer,sale and resale from time to time ofcertainordinary shares,par value$0.0001 per share(“Ordinary Shares”)of FSTCorp.,an exempted company incorporated in the Cayman Islands with limited liability(“we,”“us,”“our,”“FST,”or the“Company”).These Ordinary Shares wereissued or may be issued from time to time pursuant to certain agreements entered intoin connection with the consummation of the business combination described below. OnDecember 22,2023,the Company entered into a Business Combination Agreement,datedDecember22,2023,(the“Business Combination Agreement”)with ChengheAcquisitionICo.,a Cayman Islands exempted company with limited liability(“Chenghe,” whichwas renamed“FST Ltd.” upon the Closing,as defined below),FSTMergerLtd.,a Cayman Islands exempted company with limited liability and a directwhollyowned subsidiary of the Company(“Merger Sub”),and Femco Steel TechnologyCo.,Ltd.,a company limited by shares incorporated and in existence under the lawsof Taiwan with uniform commercial number of 04465819 (“Femco”). Pursuantto the Business Combination Agreement,(a)the Company acquired all oftheissued and outstanding shares of Femco held by shareholders of Femco in exchangeforordinary shares of the Company,such that Femco became a wholly owned subsidiaryofthe Company and the shareholders of Femco became shareholders of the Company;andimmediatelythereafter(b)MergerSub merged with and into Chenghe,with Chenghecontinuingas the surviving company and wholly owned subsidiary of the Company(suchtransactions,collectively,the“Business Combination”).The Business Combinationwas completed (the “Closing”) on January15, 2025 (the “Closing Date”). Thisprospectus also relates to the issuance by the Company of up to 14,399,985OrdinaryShares of the Company,issuable upon the exercise of warrants to purchaseOrdinaryShares at an exercise price of$11.50(the“Warrants”),which were issuedonthe Closing Date in exchange for the public warrants of Chenghe that were issuedinthe initial public offering of Chenghe and concurrent private placement.Chengheinitiallyissued 6,500,000 public warrants and 7,900,000 private placement warrants,whichwere exchanged on a one-for-one basis for Warrants to purchase our OrdinaryShares.As of the date of this prospectus,14,399,985 Warrants remain outstanding,consistingof 6,499,985 held by public shareholders and 7,900,000 held by theSponsor. Thisprospectus also relates to the resale from time to time by the SellingSecurityholdersnamed in this prospectus or their pledgees,donees,transferees,assigneesor other successors in interest(that receive any of the securities as agift,distribution,or other non-sale related transfer)(collectively,the“SellingSecurityholders”)ofupto35,184,834OrdinaryShares.See“SellingSecurityholders” for the details of these securities. Pursuantto lock-upagreementsentered into with the applicable parties,allholdersofOrdinarySharesasoftheClosing,excludingChenghe’spublicshareholdersprior to the closing of the Business Combination,agreed,among otherthings,that such party’s Ordinary Shares may not be transferred for a period ofsixmonths after the Closing.Following the closing of the Business Combination,ofthe44,766,003 Ordinary shares that were issued and outstanding as of the ClosingDate, approximately 35,184,834Ordinary Shares (or approximately 78.60% of the totalissuedand outstanding Ordinary Shares)were subject to a lock-upforup tosixmonths after Closing. Becausethe prices at which certain Selling Securityholders acquired thesecuritiesthat they may sell pursuant to this prospectus may be lower than that ofourpublic shareholders,certain Selling Securityholders may experience a positiverateof return on the securities that they sell pursuant to this prospectus and beincentivizedto sell such shares,when our public shareholders may not experience asimilarrate of return.In such event,such Selling Securityholders may have an incentiveto sell their securities even if the trading price is lower than the priceat which our public shareholders purchased their securities. The trading price of theOrdinary Shares have fluctuated since the closing of Table of Contents theBusiness Combination on January15,2025,and may continue to fluctuate.As aresult, our public shareholders may not be able to achieve any positive return at allonthe Ordinary Shares if they sell the Ordinary Shares in the market at the then-prevailingmarketprices.See“RiskFactors—RisksRelatedtoOurSecurities—Sales of a substantial number of our securities in the public marketbyour existing shareholders could cause the price of the Ordinary Shares to fall,andcertain Selling Securityholders may earn a positive rate of return on theirinvestment, even if certain other shareholders experience a negative rate of return. Ourregistration of the securities covered by this pro