SecProbe.io

United States securities and exchange commission logo
April 16, 2024
John Chen
Executive Chairman
FGI Industries Ltd.
906 Murray Road
East Hanover, NJ 07869
Re:FGI Industries Ltd.
Registration Statement on Form S-3
Filed April 9, 2024
File No. 333-278585
Dear John Chen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-3 filed April 9, 2024
General
1.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2023, which in turn incorporates by reference certain Part
III information from a definitive proxy statement that you have not yet filed. Please be
advised that we cannot accelerate the effective date of your registration statement until
you have amended your Form 10-K to include the Part III information or have filed a
proxy statement which includes such information. For guidance, please refer to
Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.
2.We note the warrants under this registration statement are to be governed by the laws of
the state of New York. We also note that the legal opinion contained in exhibit 5.1 states
that it "only relates to the laws and practice of the Cayman Islands which are in force on
the date of this opinion," and that it assumes that "[t]he Documents are, or will be, legal,
valid, binding and enforceable against all relevant parties in accordance with their terms

 FirstName LastNameJohn Chen
 Comapany NameFGI Industries Ltd.
 April 16, 2024 Page 2
 FirstName LastName
John Chen
FGI Industries Ltd.
April 16, 2024
Page 2
under the laws of the State of New York." Please file a legal opinion that opines on the
legality of any securities issued under New York Law.
3.We note that you intend to rely on Section 305(b)(2) of the Trust Indenture Act of 1939 to
designate a trustee on a delayed basis. Please revise your registration statement to include
the Trust Indenture Act undertaking required by Item 512(j) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan R. Zimmerman