Correspondence 0001493152-24-005460 from FBS Global Ltd (FBGL) (CIK 0001938534) (FBGL)
FBS Global Ltd (FBGL) (CIK 0001938534)
Date: Feb. 8, 2024 · CIK: 0001938534 · Accession: 0001493152-24-005460
AI Filing Summary & Sentiment
File numbers found in text: 333-269469
Show Raw Text
CORRESP
1
filename1.htm
FBS
Global Limited
74
Tagore Lane, #02-00
Sindo
Industrial Estate
Singapore
787498
February
8, 2024
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Washington,
D.C. 20549
Attention:
Thomas Jones
Re:
FBS
Global Limited
Amendment
No. 6 to Registration Statement on Form F-1 (the “Registration Statement”)
File
No. 333-269469
Ladies
and Gentlemen:
We
have received your comments to our Amendment No. 6 to the Registration Statement on Form F-1 filed on December 27, 2023. We are filing
Amendment No. 7 to the Registration Statement simultaneously with this correspondence to address your comments. We also respectfully
advise the Staff that we are submitting a Waiver and Representation letter filed as Exhibit 99.3 pursuant to Item 8.A.4 of Form 20-F.
as our accounting staff and auditors do not expect updated financials to be ready prior to April 1, 2024.
Amendment
No. 6 to Registration Statement on Form F-1 filed December 27, 2023
1.
Please
update your compensation disclosure to reflect the fiscal year ended December 31, 2023. Compensation of Directors and Executive
Officers, page 93
We
have revised the compensation disclosure to include compensation received in 2023, as requested, on page 93.
Exhibits
2.
It
is unclear why there is a reference on page 1 of the opinion filed as exhibit 99.2 to “the Form F-1 registration statement
to be dated 22 December 2023” instead of to Amendment No. 6 to the Form F-1 registration statement filed on December 27, 2023.
Please advise or revise accordingly.
We
have provided an updated opinion filed as Exhibit 99.2 that is dated the same date as the Form F-1 registration statement.
3.
Please
tell us with specificity where the opinion filed as exhibit 99.2 was revised in response to the last two sentences of prior comment
1.
The last two sentences of the prior
comment said “…paragraph 10 states that it is the counsel’s opinion that the “Relevant Statements”
are fairly summarized. Revise to state that those statements are counsel’s opinion.” We respectfully advise that to address
your prior comment Singapore counsel has revised the legal opinion. It now provides that it is the opinion of Singapore counsel
that the summaries of Singapore law and regulatory matters provided are true and accurate in all material respects., which revised
opinion has been filed as Exhibit 99.2.
4.
We
note your response to the second sentence of prior comment 1. Please clarify the reference to “Section 78 of the Securities
Act or the Rules or Regulations of the Commissions promulgated thereunder” on page 5 of the revised opinion filed as exhibit
99.2.
The
reference has been corrected to “Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder”
in the revised opinion filed as Exhibit 99.2.
General
5.
The
cover page of the resale prospectus refers to a different amount of shares to be resold than is disclosed elsewhere, including under
Explanatory Note. Please revise.
We
respectually advise that we have updated the cover page of the resale prospectus to correct the number of resale shares to be offered.
If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.
Sincerely,
FBS
Global Limited
/s/
Kelvin Ang
By:
Kelvin
Ang
Chief
Executive Officer
cc:
David
L. Ficksman
R.
Joilene Wood