SecProbe.io

August 23, 2024
David Chuang
Principal Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
David Chuang
Chief Executive Officer
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Amendment No. 1 to
Registration Statement on Form F-4
Filed August 6, 2024
File No. 333-280879
Dear David Chuang and David Chuang:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 July 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed August 6, 2024
Cover Page
1.Please revise your registration statement cover page to state the address, including zip
code, and telephone number, including area code, of FST Corp.’s principal executive
office.

August 23, 2024
Page 2
2.Please revise your prospectus cover page to state whether the Chenghe Board or the New
SPAC Sponsor received a report, opinion, or appraisal referred to in Item 1607(a) of
Regulation S-K. Refer to Item 1604(a)(1) of Regulation S-K.
3.We note your disclosures about the amount of securities issued to the New SPAC
Sponsor. Please revise to state the amount of compensation received or to be received by
the New SPAC Sponsor, its affiliates, and promoters in connection with the Business
Combination. Revise to state whether this compensation may result in a material dilution
of the equity interests of non-redeeming shareholders who hold the securities until the
consummation of the Business Combination. Finally, provide a cross-reference,
highlighted by prominent type or in another manner, to the locations of related disclosures
in the prospectus. Refer to Item 1604(a)(3) of Regulation S-K.
4.We note your disclosures under “Conflicts of Interest.” Please state whether there may be
any actual or potential material conflict of interest arising from the manner in which
Chenghe compensates the New SPAC Sponsor or the manner in which the New SPAC
Sponsor compensates its officers and directors. Further, state whether there may be any
actual or potential material conflict of interest between, on the one hand, the target
company officers or directors and, on the other hand, Chenghe’s unaffiliated shareholders.
Further, we note your disclosure that “the Sponsors, Chenghe’s directors and officers have
interests in the Business Combination that are different from, or in addition to, the
interests of the shareholders.” Please revise to clarify if this refers to unaffiliated SPAC
shareholders. Finally, please provide a cross-reference, highlighted by prominent type or
in another manner, to the locations of related disclosures in the prospectus. Refer to Item
1604(a)(4) of Regulation S-K.
Questions and Answers about the Business Combination and the Extraordinary General Meeting
What shareholder vote thresholds are required for the approval of each proposal brought before
the Extraordinary General Meeting?, page 33
5.Revise your disclosure to state whether or not the Business Combination is structured so
that approval of at least a majority of SPAC's unaffiliated security holders is required.
Refer to Item 1606(c) of Regulation S-K.
Summary of Registration Statement/Proxy Statement, page 36
6.Please include a brief description of the background of the Business Combination. Refer
to Item 1604(b)(1) of Regulation S-K.
7.In a tabular format, please provide the terms and amount of the compensation received or
to be received by the New SPAC Sponsor, its affiliates, and promoters in connection with
the Business Combination or any related financing transaction, the amount of securities
issued or to be issued by Chenghe to the New SPAC Sponsor, its affiliates, and promoters
and the price paid or to be paid for such securities in connection with the Business
Combination or any related financing transaction. Outside of the table, please provide the
extent to which that compensation and securities issuance has resulted or may result in a
material dilution of the equity interests of Chenghe’s non-redeeming shareholders. Refer
to Item 1604(b)(4) of Regulation S-K.

August 23, 2024
Page 3
The Business Combination
Sources and Uses of Funds for the Business Combination, page 38
8.Please revise to disclose the anticipated liquidity position of CayCo following the
Business Combination, including the amount of cash on hand CayCo expects to have
following potential shareholder redemptions and the payment of expenses related to the
Business Combination.
Redemption Rights, page 47
9.We note your disclosure on page 188 that Chenghe may extend the time period to
complete the Business Combination until October 27, 2024, subject to additional
extension deposits each month. Please revise to disclose whether Chenghe’s shareholders
may redeem their shares in connection with any proposal to extend the time period.
Interests of Certain Persons in the Business Combination, page 49
10.Please revise to provide a brief description of any actual or potential material conflict of
interest between the target company officers or directors and Chenghe’s unaffiliated
shareholders. Further, we note your disclosure that “the Sponsors, SPAC’s directors and
officers have interests in the Business Combination that are different from, or in addition
to, those of other SPAC Shareholders.” Please revise to clarify if this refers to unaffiliated
SPAC shareholders. Refer to Item 1604(b)(3) of Regulation S-K.
Recommendations of SPAC's Board of Directors to SPAC Shareholders
Reasons for the Approval of the Business Combination and Recommendations, page 49
11.We note your cross-reference to the section entitled “SPAC Shareholder Proposal No. 1
— The Business Combination Proposal — SPAC Board’s Reasons for the Approval of
the Business Combination and Recommendations” for the material factors that Chenghe
Board considered. Please revise this section to briefly describe the material factors that the
Chenghe Board considered in making this determination. Refer to Item 1604(b)(2) of
Regulation S-K.
Extraordinary General Meeting of SPAC Shareholders
Recommendation to Shareholders, page 96
12.Please revise here and on pages 29 and 70 to describe any actual or potential material
conflict of interest arising from the manner in which Chenghe compensates the New
SPAC Sponsor or the manner in which the New SPAC Sponsor compensates its officers
and directors. Further, please revise to describe any actual or potential material conflict of
interest between the target company officers or directors and Chenghe’s unaffiliated
shareholders. Finally, we note your disclosure that “the Sponsors, SPAC’s directors and
officers have interests in the Business Combination that are different from, or in addition
to, those of other SPAC Shareholders.” Please revise to clarify if this refers to unaffiliated
SPAC shareholders. Refer to Item 1603(b) of Regulation S-K.

August 23, 2024
Page 4
Background of the Business Combination, page 103
13.Please revise to provide a reasonably detailed discussion of the reasons of the target
company for engaging in the Business Combination. Refer to Item 1605(b)(3) of
Regulation S-K.
SPAC Shareholder Proposal No. 1 - The Business Combination Proposal, page 103
14.Please revise your disclosure here or elsewhere as appropriate to discuss both the benefits
and detriments of the Business Combination transaction and any related financing
transactions on Chenghe, its affiliates and unaffiliated shareholders, the New SPAC
Sponsor and its affiliates, and the target company and its affiliates. The benefits and
detriments of the Business Combination must be quantified to the extent practicable.
Refer to Item 1605(c) of Regulation S-K.
SPAC Board's Reasons for the Approval of the Business Combination and Recommendations,
page 110
15.State whether or not a majority of the directors (or members of similar governing body)
who are not employees of Chenghe has retained an unaffiliated representative to act solely
on behalf of unaffiliated security holders for purposes of negotiating the terms of the
Business Combination and/or preparing a report concerning the approval of the Business
Combination. Refer to Item 1606(d) of Regulation S-K.
Summary of Financial and Valuation Analyses of FST, page 115
16.We note your financial statements were prepared in accordance with U.S. GAAP. We also
note your disclosure the historical financial information of FST used by FST as the base
for the projection was prepared using International Financing Reporting Standards. Please
revise or disclose the impact of using two different accounting standards.
17.We note your revisions in response to prior comment 1 and reissue in part. We note that
you deleted the reference to plant capacity utilization rate improving under “Estimation of
Operating Expenses” on page 117. However, your other disclosures still discuss that your
plant capacity utilization rate will improve under “Estimation of Costs of Goods
Manufactured” and “Estimation of Capital Expenditures.” Please revise to address the part
of that comment requesting disclosure if this relates to the land and buildings you recently
purchased in Minxiong Township of Chiayi County, Taiwan, as disclosed on page 208, or
advise.
Interests of Certain Persons in the Business Combination, page 120
18.Please revise to disclose any material interests in the Business Combination held by the
target company's officers or directors that consist of any interest in, or affiliation with, the
New SPAC Sponsor or Chenghe. Refer to Item 1605(d) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 147
Please revise to expand this section to address the federal income tax consequences of the
Business Combination to the target company and its security holders. In this regard, we
note the current tax discussion is focused on Chenghe and its security holders.
Additionally, please revise the prospectus throughout accordingly. Refer to Item 19.

August 23, 2024
Page 5
1605(b)(6) of Regulation S-K.
Business of SPAC and Certain Information About SPAC
Sponsor Sale and the New SPAC Sponsor
Conflicts of Interest, page 176
20.Please revise to disclose whether Chenghe Acquisition II Co. is still searching for a target.
Further, we note your disclosure here and throughout the filing that Richard Qi Li
currently serves as director and chief executive officer of HH&L Acquisition Co. but that
NYSE delisted HH&L’s securities for failing to timely consummate a business
combination. Please revise the filing to clarify if HH&L has been liquidated and Richard
Qi Li’s current role at HH&L. Finally, please address, as applicable, any extensions of
Chenghe Acquisition II Co., Chenghe Acquisition Co., and HH&L and redemption levels
experienced by those companies in connection with any extension request and/or business
combination.
21.Please revise to disclose the material roles and responsibilities of the New SPAC Sponsor
in directing and managing Chenghe’s activities. Refer to Item 1603(a)(4) of Regulation S-
K.
22.Please revise to disclose the nature (e.g., cash, shares of stock, warrants and rights) and
amounts of all compensation that has been or will be awarded to, earned by, or paid to the
New SPAC Sponsor, its affiliates, and any promoters for all services rendered or to be
rendered in all capacities to Chenghe and its affiliates. Disclose any circumstances or
arrangements under which the New SPAC Sponsor, its affiliates, and promoters, directly
or indirectly, could transfer ownership of Chenghe’s securities, or that could result in the
surrender or cancellation of such securities. In addition, disclose the amounts of any
reimbursements to be paid to the New SPAC Sponsor, its affiliates, and any promoters
upon the completion of the Business Combination. Refer to Item 1603(a)(6) of Regulation
S-K.
23.We note your disclosure that the New SPAC Sponsor is wholly owned by Chenghe Group
Limited, which is wholly owned by Richard Qi Li. Please revise to disclose, as of the
most recent practicable date, the persons who have indirect material interests in the New
SPAC Sponsor, as well as the nature and amount of their interests. Refer to Item
1603(a)(7) of Regulation S-K.
Lock-Up Agreement, page 178
24.We note your disclosures about the Lock-Up Agreement, filed as Annex E. Disclose, in a
tabular format to the extent practicable, the material terms of this and any agreement,
arrangement, or understanding regarding restrictions on whether and when the New SPAC
Sponsor and its affiliates may sell Chenghe’s securities, including the date(s) on which the
agreement, arrangement, or understanding may expire; the natural persons and entities
subject to such an agreement, arrangement, or understanding; any exceptions under such
an agreement, arrangement, or understanding; and any terms that would result in an
earlier expiration of such an agreement, arrangement, or understanding. Refer to Item
1603(a)(9) of Regulation S-K.

August 23, 2024
Page 6
Directors and Executive Officers, page 182
25.We note your disclosures that Chenghe’s officers and directors serve on other companies.
Please revise to briefly describe the fiduciary duties of each officer and director to other
companies to which they have fiduciary duties. Refer to Item 1603(c) of Regulation S-K.
Comparison of Rights of CayCo Shareholders and Chenghe Shareholders, page 269
26.Please provide an explanation of any material differences in the rights of the target
company security holders as compared with CayCo security holders. Refer to Item
1605(b)(4) of Regulation S-K.
Certain Relationships and Related Transactions, page 272
27.Please update this section to include information for the period since the beginning of
your preceding three financial years up to the date of the registration statement. Refer to
Item 7.B of Form 20-F.
Beneficial Ownership of FST Shares Prior to the Business Combination, page 277
28.Refer to the line item in the table that states “[a]ll officers and directors as a group (6
individuals and entities)” holds 29,805,501 FST Shares. This appears inconsistent with
footnote 4, which states “[a]ll officers and directors as a group (8 individuals) holds
29,735,301 FST Shares.” Please revise to resolve this inconsistency.
Beneficial Ownership of CayCo Securities After Business Combination, page 279
29.We note your revisions in response to prior comment 6 and reissue in part. We note your
disclosure that “[a]ll officers and directors as a group” beneficially own 9,489,809 CayCo
Ordinary Shares. However, it appears that this number does not include Richard Qi Li’s
beneficial ownership of 2,650,000 CayCo Ordinary Shares. Please revise to resolve this
inconsistency.
Where You Can Find More Information, page 285
30.We note your disclosure that “[a]ll information contained in this Registration
Statement/Proxy Statement relating to SPAC has been supplied by SPAC,” and “all ...
information relating to FST, Merger Sub and CayCo has been supplied by FST” and that
“[i]nformation provided by either SPAC or FST does not constitute any representation,
estimate or projection of the other entity.” Because these statements could be read as
disclaimers of your responsibility for the disclosure in your filing, please revise to remove
any implication that SPAC or FST disclaim responsibility for any of the disclosures
contained in the registration statement.
Part II Information Not Required in Pros