SEC Comment Letter 0000000000-24-006329 to FGI Industries Ltd. (FGI, FGIWW) (CIK 0001864943) (FGI)
FGI Industries Ltd. (FGI, FGIWW) (CIK 0001864943)
Date: June 3, 2024 · CIK: 0001864943 · Accession: 0000000000-24-006329
AI Filing Summary & Sentiment
File numbers found in text: 333-278585
Letter
United States securities and exchange commission logo June 3, 2024 John Chen Executive Chairman FGI Industries Ltd. 906 Murray Road East Hanover, NJ 07869 Re:FGI Industries Ltd. Amendment No. 1 to Registration Statement on Form S-3 Filed May 30, 2024 File No. 333-278585 Dear John Chen: We have reviewed your amended registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our April 16, 2024 letter. Amendment No. 1 to Form S-3 filed May 30, 2024 PLAN OF DISTRIBUTION, page 35 1.We note your disclosure on page 35 that the selling shareholder may from time to time sell all or a portion of the ordinary shares beneficially owned by them and offered directly or through one or more underwriters, broker-dealers, or agents. We also note references throughout this section of disclosing sales by underwriters and underwriting terms in prospectus supplements and/or other offering material. Please confirm your understanding that the retention by the selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
FirstName LastNameJohn Chen Comapany NameFGI Industries Ltd. June 3, 2024 Page 2 FirstName LastName John Chen FGI Industries Ltd. June 3, 2024 Page 2 Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Jonathan R. Zimmerman
Show Raw Text
United States securities and exchange commission logo
June 3, 2024
John Chen
Executive Chairman
FGI Industries Ltd.
906 Murray Road
East Hanover, NJ 07869
Re:FGI Industries Ltd.
Amendment No. 1 to Registration Statement on Form S-3
Filed May 30, 2024
File No. 333-278585
Dear John Chen:
We have reviewed your amended registration statement and have the following comment.
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. Unless we note otherwise,
any references to prior comments are to comments in our April 16, 2024 letter.
Amendment No. 1 to Form S-3 filed May 30, 2024
PLAN OF DISTRIBUTION, page 35
1.We note your disclosure on page 35 that the selling shareholder may from time to time
sell all or a portion of the ordinary shares beneficially owned by them and offered directly
or through one or more underwriters, broker-dealers, or agents. We also note references
throughout this section of disclosing sales by underwriters and underwriting terms in
prospectus supplements and/or other offering material. Please confirm your understanding
that the retention by the selling stockholder of an underwriter would constitute a material
change to your plan of distribution requiring a post-effective amendment. Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
FirstName LastNameJohn Chen
Comapany NameFGI Industries Ltd.
June 3, 2024 Page 2
FirstName LastName
John Chen
FGI Industries Ltd.
June 3, 2024
Page 2
Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jonathan R. Zimmerman