Form 8-K - Current report

0001864943false0001864943us-gaap:WarrantMember2024-01-252024-01-250001864943us-gaap:CommonStockMember2024-01-252024-01-2500018649432024-01-252024-01-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

​

Date of report (Date of earliest event reported): January 25, 2024

FGI Industries Ltd.

(Exact name of registrant as specified in its charter)

​

Cayman Islands		001-41207		98-1603252
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

​

906 Murray Road

East Hanover, NJ 07869

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, $0.0001 par value per share		FGI		The Nasdaq Stock Market LLC
Warrants to purchase Ordinary Shares	​	FGIWW	​	The Nasdaq Stock Market LLC

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

Item 1.01.    Entry into a Material Agreement.

On January 25, 2024, FGI International, Limited (“FGI International”), wholly owned subsidiary of FGI Industries Ltd. (the “Company”), entered into an omnibus credit line (the “Credit Line”) with CTBC Bank Co., Ltd. (“CTBC”). Under the Credit Line, FGI International may borrow, from time to time, up to $2.3 million, with borrowings limited to 90% of FGI International’s export “open account” trade receivables. The Credit Line will bear interest at a rate of “Base Rate”, which is based on monthly or quarterly Taipei Interbank Offered in effect from time to time, plus 120 base points and handling fees, unless otherwise agreed to by the parties. The Credit Line is unsecured and is fully guaranteed by the Company.

The Credit Line contains customary representations and warranties and events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) non-payment of principal, non-payment of interest, fees or other amounts, bankruptcy or insolvency events, as specified in the Credit Line. If an event of default occurs, the maturity of amounts owed may be accelerated.

The Company plans to file a copy of the Credit Line with its next periodic report when a fully translated copy is available.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FGI Industries Ltd.
	​
	​
Date: January 31, 2023	By:	/s/ John Chen
		Name: John Chen
		Its: Executive Chairman

​

​

​

Document and Entity Information	Jan. 25, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 25, 2024
Entity File Number	001-41207
Entity Registrant Name	FGI Industries Ltd.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1603252
Entity Address State Or Province	NJ
Entity Address, Address Line One	906 Murray Road
Entity Address, City or Town	East Hanover
Entity Address, Postal Zip Code	07869
City Area Code	973
Local Phone Number	428-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001864943
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(g) Security	Ordinary Shares, $0.0001 par value per share
Trading Symbol	FGI
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(g) Security	Warrants to purchase Ordinary Shares
Trading Symbol	FGIWW
Security Exchange Name	NASDAQ

---