SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

David Chuang
Chief Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan

 Re: FST Corp.
 Registration Statement on Form F-1
 Filed February 28, 2025
 File No. 333-285391
Dear David Chuang:

 We have conducted a limited review of your 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.

Registration Statement on Form F-1 Filed February 28, 2025
Cover Page

1. We note your disclosure that the prospectus relates to the issuance of
up to 14,399,985
 Ordinary Shares of the Company issuable upon the exercise of warrants to
purchase
 Ordinary Shares, which were issued on the Closing Date in exchange for
the public
 warrants of Chenghe that were issued in the initial public offering of
Chenghe. Please
 advise or revise to clarify, if true, that these are shares underlying
warrants issued in
 exchange for the public and private warrants. In that regard, we note
that there were
 only 6,500,000 public warrants issued in the initial public offering.
Management, page 84

2. Please revise to provide the compensation information for the last full
financial year
 for the company s directors and members of its administrative,
supervisory or
 March 13, 2025
Page 2

 management bodies. Refer to Item 6.B of Form 20-F.
Selling Securityholders, page 105

3. Please disclose the nature of any position, office or other material
relationship that the
 selling securityholders have had within the past three years with you or
any of your
 predecessors or affiliates. Additionally, disclose Item 507 information
about any
 persons (entities or natural persons) who have control over the selling
securityholders
 and who have had a material relationship with you or any of your
predecessors or
 affiliates within the past three years, identifying each such person and
describing the
 nature of any relationships. See Item 507 of Regulation S-K. For
additional guidance,
 refer to Question 140.02 of our Regulation S-K Compliance and Disclosure
 Interpretations.
4. Please revise the table to add a separate column specifying the
percentage of the
 securities beneficially held by each selling securityholder before the
offering. Please
 disclose the address of each selling securityholder. Refer to Item 9.D
of Form 20-F.
Experts, page 109

5. Please revise this section to additionally identify the auditors for the
financial
 statements of Femco Steel Technology Co., Ltd and Chenghe Acquisition I
Co., and
 file the consent of such auditors as exhibits to your registration
statement. Finally, file
 the consent of Enrome LLP as an exhibit to your registration statement.
Part II Information Not Required in Prospectus
Item 8. Exhibits and Financial Statement Schedules, page II-1

6. We note that your exhibit index indicates that a number of exhibits have
been "filed
 herewith" and that certain exhibits will be filed by amendment. Please
revise to
 reconcile these inconsistencies.
7. Please file the following exhibits with your next amendment:
 First Amendment to Business Combination Agreement, dated as of
September 10,
 2024, by and among Chenghe Acquisition I Co., FST Corp., FST Merger
Ltd.,
 and Femco Steel Technology Co., Ltd.;
 Opinion of Ogier as to validity of Ordinary Shares and its consent;
 Form of Indemnification Agreement with the Registrant s directors
and officers;
 Sales Sub-Contract, dated December 29, 2023, between FEMCO Steel
 Technology Co., Ltd. and China Steel Corporation (EN Translation);
 Lease Agreement, dated December 20, 2023, between FEMCO Steel
Technology
 Co., Ltd. and Far East Machinery Co., Ltd. (EN Translation);
 Executive Employment Agreement with David Chuang as Chief Executive
 Officer and Chairman of the Board;
 Executive Employment Agreement with Warren Cheng-Teng Huang as Chief
 Operating Officer;
 Executive Employment Agreement with Marie Wen-Chi Chao as Chief
Financial
 Officer;
 March 13, 2025
Page 3

 Executive Employment Agreement with Carie Hui-Ting Hsu as
Accounting
 Manager; and
 Code of Ethics of the Registrant.
General

8. Please file the audited financial statements of Chenghe Acquisition I Co.
for the years
 ended December 31, 2024, and 2023, or explain why you do not believe that
you are
 required to do so. See Rules 15-01(e) and 3-01(c) of Regulation S-X and
Section
 1220.3 of the Division of Corporation Finance s Financial Reporting
Manual.
9. Please revise to update your disclosures throughout the filing and
address areas that
 appear to need updating or that present inconsistencies. Non-exclusive
examples of
 areas where disclosure should be updated are as follows:
 You refer to your co-registrant on your registration statement
cover page.
 Please advise or remove these references.
 Your registration statement cover page states that you expect to
commence the
 proposed sale of the securities to the public [a]s soon as
practicable after the
 effectiveness of this registration statement and upon completion of
the business
 combination described in the enclosed Prospectus. However, we note
that you
 completed your Business Combination. Please revise.
 Revise your cover page to comply with the registration statement
cover page
 requirements of Form F-1.
 Update your Table of Contents to reflect each section of the
prospectus, including
 Use of Proceeds, Dividend Policy, Selling Securityholders, and Plan
of
 Distribution sections.
 We note your disclosure about FST s forecasts and projections
on page 11.
 However, these do not appear in this filing. Please revise.
 Refer to your Business section. We note that you present company
information as
 of December 31, 2023, such as on pages 57, 58, 69, 70, 73 and 78.
Please revise
 to provide information as of a recent date.
 We note your disclosures on pages 72 and 73 that your lease
agreements for your
 corporate headquarters in Chiayi County and Japanese warehouse
expired in
 December 2024 and October 2024, respectively. Further, we note your
disclosure
 on page 74 that your KBS Tour-V trademark expired in October 2024.
Update to
 reflect the current statuses of these leases and trademark.
 Refer to your Management section. We note your disclosure about
director
 nominees of the Company but none are described. Further, we note
your
 disclosure that David Chuang is your Chief Executive Officer.
However, this
 appears inconsistent with your other disclosure in your Signatures
section that he
 is your Co-Chief Executive Officer. Please advise or revise.
 Refer to your Certain Relationships and Related Transactions section.
Please
 update the information up to the date of the document. Refer to Item
7.B of Form
 20-F.
 Please revise your filing to clearly disclose that the Business
Combination has
 March 13, 2025
Page 4

 been completed. What follows are only a few of the examples we
noted; please
 revise throughout. For example, refer to the Risk Factors section on
pages 13, 17,
 18, 21 and 23. Further, refer to the Management and Description of
Securities
 sections on pages 89, 90, 94 and 96.

 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 Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at
202-551-
3754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Gary J. Ross
</TEXT>
</DOCUMENT>