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May 16, 2024
David Chuang
Chief Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Draft Registration Statement on Form F-4
Submitted April 17, 2024
CIK No. 0002014254
Dear David Chuang:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Cover page
1.We note your disclosure on page 79 that the SPAC “is not aware of any plan of CayCo to
apply for the listing of CayCo Warrants on any stock exchange after the Closing.” Please
revise the cover page to clearly state this intent. Refer to Item 501(b) of Regulation S-K.
Further, please revise your risk factors to include a separate risk factor that discusses the
material risks to SPAC shareholders who will receive CayCo Warrants in exchange for
their current SPAC Public Warrants.
Market and Industry Data, page 2
2.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified this information. This statement appears to imply a disclaimer of
responsibility for this information in the registration statement. Please either revise this

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section to remove such implication or specifically state that you are liable for all
information in the registration statement.
Questions and Answers about the Business Combination and the Extraordinary General Meeting
What ownership levels will current shareholders of Chenghe have after consummation of the
Business Combination?, page 25
3.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
Summary of Registration Statement/Proxy Statement, page 35
4.Please revise this section to describe the expected sources and uses of funds in connection
with the business combination.
SPAC Public Shareholders who redeem their SPAC Public Shares may continue to hold the
SPAC Public Warrants..., page 75
5.Please quantify the value of the warrants, based on recent trading prices, that may be
retained by redeeming shareholders assuming maximum redemptions.
The initial business combination may be delayed or ultimately prohibited since such initial
business combination may be subject..., page 78
6.With a view toward disclosure, please tell us whether anyone or any entity associated with
or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a
non-U.S. person.
SPAC Shareholder Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 98
7.Please elaborate on what led to Chenghe's management team's initial meeting with FST's
management team.
8.We note your disclosure that from September 21, 2023 to September 23, 2023,
representatives of the New SPAC Sponsor visited representatives of FST in Taiwan and
on September 27, 2023, the New SPAC Sponsor and FST entered into a letter of intent.
Please clarify in what capacity New SPAC Sponsor was acting when engaging in these
discussions and transactions.  In that regard we note that the New SPAC Sponsor did not
enter into an agreement to acquire interest in the SPAC until September 29, 2023 and did
not become the sponsor until October 6, 2023.
9.Please revise to elaborate on when the New SPAC Sponsor and Old SPAC Sponsor began
Sponsor Sale negotiations.

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10.We note your disclosure that the business combination transactions with other potential
targets failed to meet your criteria. Please expand your disclosure to discuss in greater
detail these other potential targets and the timeline such targets were considered. In that
regard, it is unclear which targets were pursued by the Old SPAC Sponsor and the New
SPAC Sponsor.
Summary of Financial and Valuation Analyses of FST, page 108
11.We note your disclosure that the financial projections reflect estimates and assumptions
discussed on pages 110 and 112. Please expand the discussion of your material
assumptions underlying each of the projections, quantifying where applicable.
Additionally, please revise to provide detailed quantitative disclosure describing the basis
for your projected revenue and gross profit growth. Please expand to disclose whether the
projections are in line with historic operating trends. Address why the change in trends is
appropriate or assumptions are reasonable.
SPAC Shareholders Proposal No. 4 - The Articles Amendment Proposals, page 121
12.Please revise your disclosure to describe the effects of the proposal and the related risks.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page 157
13.We note from your disclosure elsewhere in the filing that, pursuant to the Business
Combination Agreement, at least 90% of all issued and outstanding FST shares must be
acquired by CayCo prior to the Closing, and for reporting purpose, all shares are assumed
to have been acquired. Please revise to disclose the nature of the FST Restructuring
transaction and the assumptions used in preparing the pro forma financial statements.
Description of the Transactions, page 157
14.You state here that SPAC will change its name to “FST CORP” in connection with the
Business Combination, but your disclosures elsewhere in the filing appear to define
CayCo as “FST Corp.” Please revise to resolve this inconsistency.
Basis of Pro Forma Presentation, page 158
15.We note that your disclosures in footnote (5) and (6) of the table on page 160 indicate that
you assume the exercise of all issued and outstanding SPAC Public Warrants and SPAC
Private Placement Warrant for CayCo Ordinary Shares at the closing of Business
Combination. As this assumption does not appear to be reflected in your pro forma
financial statements, please remove it from your disclosures in footnote (5) and (6), and
related presentation in the table on page 159.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet As of December 31,
2023, page 161
16.Please revise your pro forma combined balance sheet to show the number of Ordinary

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shares, Class A ordinary shares and Class B ordinary shares
that are authorized, issued and outstanding on both a historical and pro forma basis.
Adjustments To Unaudited Pro Forma Condensed Combined Consolidated Statement of
Operations, page 165
17.Please explain to us the factors you considered in concluding that adjustments (3) and (4)
were appropriate. Otherwise, remove these adjustments which eliminate non-
recurring expense/income that are included in the historical financial statements. In lieu of
these adjustments, please include explanatory notes that identify and explain the nature of
these non-recurring expense/income. Refer to Article 11-02(a)(11)(i).
Business of FST and Certain Information About FST, page 184
18.We note your disclosures on pages 100 and 105 about your total addressable market.
Please revise this section to discuss your total addressable market.
Our Growth Strategies, page 187
19.We note your disclosure in the Summary of Financial and Valuation Analyses of FST
section that you intend to acquire a golf shaft industry player. Please revise to elaborate on
your plans for this acquisition.
Facilities, page 199
20.We note your disclosure that you recently purchased land and buildings located in Taiwan
“to serve as the site of its future factory expansion.” We also note your disclosure on page
110 that if “FST decides to not engage in a business combination transaction, FST planned
to increase its operational scale through expanding its manufacture facilities,” among
other expectations of future revenue. Please revise to describe the estimate of the amount
of expenditures including the amount of expenditures already paid, a description of the
method of financing the activity, the estimated dates of start and completion of the
activity, and the increase of production capacity anticipated after completion for this
factory. Refer to Item 4.D of Form 20-F.
Company Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 211
21.Please revise to identify any trend information that is reasonably likely to have a material
effect on your results of operation or financial condition. For example, we note your
disclosure on page 110 that high inflation contributed to a decrease in your revenue for the
year ended December 31, 2023. Refer to Item 5.D of Form 20-F. Further, please revise
your MD&A to clarify whether these inflationary pressures have materially impacted your
financial condition and results of operations. Identify the actions planned or taken, if any,
to mitigate further or continued inflationary pressures.
Liquidity and Capital Resources

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Material Contractual Obligations and Commitments, page 217
22.We note your cross-reference to Note 16 “Commitments and Contingencies” of your
financial statements. Please revise to elaborate on your short-term and long-term material
cash requirements. Further, we note your disclosures about your bank borrowings on page
F-48. Please revise to discuss these loans. Refer to Item 5.B.2 and Item 5.B.3 of Form 20-
F.
Management of CayCo After the Business Combination, page 224
23.Please clearly disclose any familial relationships between the officers and directors. Refer
to Item 6.A.4 of Form 20-F.
24.Please revise your disclosure to discuss any arrangement or understanding with major
shareholders, customers, suppliers or others, pursuant to which any person referred to in
this section was selected as a director or member of senior management. Refer to Item
6.A.5 of Form 20-F.
25.We note your disclosure that you expect that CayCo will have six directors. This
disclosure appears inconsistent with your other disclosures that you expect that CayCo
will have seven or five directors on pages 227 and 255, respectively. Please revise your
filing.
Description of Securities
Securities of Chenghe prior to the Business Combination
Warrants - Public Warrants, page 237
26.Please clarify whether recent ordinary share trading prices exceed the thresholds that
would allow you to redeem the SPAC Public Warrants. Clearly explain the steps, if any,
you will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption.
27.We note your disclosure on page 242 that the exclusive forum provision in your warrant
agreement applies to actions arising under the Securities Act. Please revise to clarify that
the exclusive forum provision in the warrant agreement does not apply to actions arising
under the Exchange Act. Please also tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Exchange Act. Finally,
please add a risk factor relating to the risks from the forum provision mentioned on page
242 for the CayCo Warrants.

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Certain Relationships and Related Transactions
Certain Relationships and Related Party Transactions of FST, page 263
28.Please ensure that you have provided all disclosure required by Item 7.B of Form 20-F. In
that regard, we note the information regarding related party transactions on pages F-50
and F-51. Please advise or revise. Further, please update this section to reflect the
information as of the date of the document. Finally, please revise to include a description
of the Company Shareholder Support Agreement, if applicable.
Beneficial Ownership of CayCo Securities After Business Combination, page 266
29.We note your disclosure on page 224 that Kerry Lin Liu and Huoy-Ming Yeh are
expected to serve as directors of CayCo. Please revise the table to include these directors.
Index to Financial Statements, page F-1
30.We note that financial statements of CayCo have not been included in the filing. We
further note the registrant will succeed to a business for which financial statements are
included in the Form F-4 and the transaction involves a shell company. In this regard,
please revise to include the financial statements of CayCo pursuant to Item 14(h) of Form
F-4. To the extent the registrant is a foreign private issuer, has not commenced operations,
and has been in existence for less than a year, only an audited balance sheet that is no
more than nine months old may be provided.
Femco Steel Technology Co., Ltd.
Consolidated Financial Statements for the nine months ended September 30, 2023 and 2022,
page F-54
31.Please remove the interim financial statements of FST for the period ended September 30,
2023 located in pages F-54 through F-69, as you have provided more current financial
statements of FST through the fiscal year ended December 31, 2023.
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statements Schedules, page II-1
32.Please file Annex A through H with your next amendment. Further, please revise to
update your exhibit index as follows:
•Form of employment agreements with your executive officers;
•New Equity Incentive Plan;
•Consent of Marcum Asia CPAs LLP; and
•Consent of each director nominee who will be appointed to your board of directors
upon the effectiveness of the registration statement. Refer to Rule 438 of the
Securities Act.

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General
33.We note your disclosures that FST is expected to deregister from the Taiwan Stock
Market and terminate its Taiwan Public Company status. Please revise the filing to clearly
describe FST’s public company status and when it became a public company. Refer to
Item 4.A.4 of Form 20-F. Further, please revise the filing to discuss why FST is expected
to terminate its Taiwan Public Company status and any material risks if it remains a
Taiwan Public Company.
34.Please revise your registration statement to include signatures of your principal executive
officer or officers, principal financial officer, your controller or principal accounting
officer, and at least a majority of the board of directors or persons performing similar
functions. Refer to instruction 1 of the signature page to Form F-4.
35.We note your disclosure on page 14 that BofA Securities, Inc. and Banco BTG Pactual
S.A. notified the SPAC that it would not act in any capacity in connection with the
Business Combination and waived their entitlement to deferred underwriting fees. Please
disclose how this waiver was obtained, why the waiver was agreed to, and clarify the
SPAC’s current relationsh