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FST Corp美股招股说明书(2026-07-06版)

2026-07-06 美股招股说明书 欧阳晓辉
报告封面

Filed Pursuant to Rule 424(b)(5)Registration No. 333-296326 FST Corp.Up to $10,400,000Ordinary Shares This prospectus supplement amends and supersedes the prospectus supplement filed July 2, 2026, which prospectus supplement wasinadvertently filed on July 2, 2026. We have entered into an At The Market Offering Agreement, dated July 6, 2026 (the “Sales Agreement”), with H.C. Wainwright &Co., LLC (“Wainwright”), relating to our ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sellOrdinary Shares having an aggregate offering price of up to $10,400,000 from time to time through or to Wainwright, acting as oursales agent or principal. Sales of our Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering”as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales madedirectly on or through Nasdaq, the existing trading market for our Ordinary Shares, sales made to or through a market maker other thanon an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time ofsale or at prices related to such prevailing market prices, and/or any other method permitted by law. Under the Sales Agreement,Wainwright is not required to sell any specific number or dollar amount of our securities, but Wainwright will act as our sales agentusing commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust, or similar arrangement. Wainwright will be entitled to a fixed commission rate of 3.0% of the gross proceeds of any Ordinary Shares sold under the SalesAgreement. See “Plan of Distribution” beginning on page S-7 for additional information regarding the compensation to be paid toWainwright. In connection with the sale of our Ordinary Shares on our behalf, Wainwright will be deemed to be an “underwriter”within the meaning of the Securities Act, and the compensation of Wainwright will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, includingliabilities under the Securities Act. As of July 6, 2026, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates, or our public float, wasapproximately $38,842,201.97, based on 44,766,003 Ordinary Shares outstanding, of which approximately 27,162,379 shares wereheld by non-affiliates, and a price of $1.43 per share, the closing price of our Ordinary Shares on the Nasdaq Global Market on May18, 2026. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period, so long as our public float remains below$75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we have not offered orsold any securities pursuant to General Instruction I.B.5 of Form F-3. Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “KBSX.” On July 1, 2026, the last reported sale priceof our Ordinary Shares on the Nasdaq Global Market was $0.9649 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectussupplement and the documents incorporated by reference into this prospectus supplement for a discussion of the risks that youshould consider in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. H.C. Wainwright & Co.The date of this prospectus supplement is July 6, 2026. TABLE OF CONTENTS Prospectus SupplementAbout This Prospectus SupplementS-iiCautionary Statements Regarding Forward-Looking InformationS-iiiProspectus Supplement SummaryS-1The OfferingS-2Risk FactorsS-3Use of ProceedsS-5Dividend PolicyS-5Description of Securities That We Are OfferingS-6DilutionS-6Plan of DistributionS-7Legal MattersS-8ExpertsS-8Where You Can Find More InformationS-8Information Incorporated by ReferenceS-9 About this ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1Risk Factors39Offer Statistics and Expected Timetable60Capitalization and Indebtedness60Dilution60Use of Proceeds60Description of Capital Stock61Description of Debt Securities65Description of Warrants70Description of Rights71Description of Units71Plan of Distribution72Taxation73Expenses73Material Contracts73Mater