FGI Industries Ltd 2025年度报告

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant'sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). As of June 30, 2025, the aggregate value of the registrant’s common stock held by non-affiliates was approximately $1,676,736, based on the number of shares held by Documents incorporated by reference: The information called for by Part III will be incorporated by reference from the Registrant's definitive Proxy Statement for its Annual Meeting of Shareholders to be filed pursuant toRegulation 14A or will be included in an amendment to this Form 10-K. TABLE OF CONTENTS PART IITEM 1.BUSINESS5ITEM 1A.RISK FACTORS13ITEM 1B.UNRESOLVED STAFF COMMENTS30ITEM 1C.CYBERSECURITY30ITEM 2.PROPERTIES31ITEM 3.LEGAL PROCEEDINGS31ITEM 4.MINE SAFETY DISCLOSURES31PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES32ITEM 6.[RESERVED]32ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS33ITEM 7A.QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA43ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE70ITEM 9A.CONTROLS AND PROCEDURES70ITEM 9B.OTHER INFORMATION72ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS72PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE73ITEM 11.EXECUTIVE COMPENSATION73ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS73ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE73ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES73PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES74ITEM 16.FORM 10-K SUMMARY79SIGNATURES79 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of Section 21E ofthe Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in thisAnnual Report on Form 10-K other than statements of historical facts, including statements regarding our future results of operationsand financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Insome cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,”“contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”“positioned,” “potential,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicatefuture events and future trends, or the negative of these terms or other comparable terminology. In addition, statements that “webelieve” or similar statements reflect our beliefs and opinions on the relevant subject. We have based these forward- lookingstatements on our current expectations about future events. While we believe these expectations are reasonable, such forward-loo