SecProbe.io

CORRESP
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 filename1.htm

 FST Corp.

 No. 3, Gongye 1st Rd., Minxiong Township

 Chiayi County 621018, Taiwan

 VIA EDGAR

 July 23, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Jenny O'Shanick

 Re: FST Corp.
 Registration Statement on Form F-1, as amended (File No. 333- 285391)

 Dear Ms. O'Shanick:

 Pursuant to Rule 461 of the
General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, FST
Corp. hereby respectfully requests that the effective date of the above-captioned Registration Statement on
Form F-1 (the "Registration Statement") be accelerated to, and that the Registration Statement be declared effective at, 4:30
p.m. Eastern Standard Time on July 25, 2025, or as soon as practicable thereafter.

 Very truly yours,

 FST Corp.

 By:
 /s/ David Chuang

 Name:
 David Chuang

 Title:
 Chief Executive Officer and Chairman of the Board

 cc:
 Ross Law Group, PLLC

CORRESP
 1
 filename1.htm

 Ross Law
Group, pllc

 1430 Broadway, Suite 1804

 New York, NY 10018

 United States

 +1 212 884 9333

 www.RossLawGroup.co

 July 22, 2025

 Ms. Jenny O'Shanick

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 FST Corp.

 Amendment No. 1 to Registration Statement on Form F-1

 Filed July 8, 2025

 File No. 333-285391

 Dear Ms. Jenny O'Shanick:

 The undersigned, on behalf
of FST Corp. (the "Company"), respectfully submits this correspondence to the staff of the Securities and Exchange Commission
(the "Staff") in response to its letter dated July 16, 2025, relating to the Company's Registration Statement on Form
F-1 filed on July 8, 2025 (the "Registration Statement"). On behalf of the Company, we are concurrently filing an Amendment
No. 2 to the Registration Statement ("Amendment No. 2"), which reflects the Company's responses to the comments received
by the Staff and certain updated information. Capitalized terms used herein but not defined herein have the definitions assigned to them
in Amendment No. 2.

 To facilitate the Staff's
review, we have included in this letter the caption and comment from the Staff's comment letter in bold text and have provided the
Company's response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 2 of changes made in response to the Staff's comment.

 Amendment
No. 1 to Registration Statement on Form F-1 Filed July 8, 2025

 General

 1.
 Please revise your cover page to comply with the registration statement cover page requirements of Form F-1 and ensure that you check all of the appropriate boxes on the cover page.

 Response : In response to the Staff's
comments, the Company has revised the cover page to comply with the registration statement cover page requirements of Form F-1.

 If the Staff has any questions or comments concerning
the foregoing, or if it requires any further information, please contact me at Gary@RossLawGroup.co or by telephone at (212) 884-9333.

 Very truly yours,

 ROSS LAW GROUP, PLLC

 /s/ Gary J. Ross

 Gary J. Ross

 cc:
 David Chuang, FST Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

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

 Re: FST Corp.
 Amendment No. 1 to Registration Statement on Form F-1
 Filed July 8, 2025
 File No. 333-285391
Dear 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 March 13,
2025 letter.

Form F-1/A filed July 8, 2025
General

1. Please revise your cover page to comply with the registration statement
cover page
 requirements of Form F-1 and ensure that you check all of the
appropriate boxes on
 the cover page.
 July 16, 2025
Page 2

 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>

CORRESP
 1
 filename1.htm

 Ross Law Group,
pllc

 1430 Broadway, Suite 1804

 New York, NY 10018

 United States

 +1 212 884 9333

 www.RossLawGroup.co

 July
7, 2025

 Ms. Jenny O'Shanick

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 FST Corp.

 Registration Statement on Form F-1

 Filed February 28, 2025

 File No. 333-285391

 Dear Ms. Jenny O'Shanick:

 The undersigned, on behalf of
FST Corp. (the "Company"), respectfully submits this correspondence to the staff of the Securities and Exchange Commission
(the "Staff") in response to its letter dated March 13, 2025, relating to the Company's Registration Statement on Form
F-1 filed on February 28, 2025 (the "Registration Statement"). On behalf of the Company, we are concurrently filing an Amendment
No. 1 to the Registration Statement ("Amendment No. 1"), which reflects the Company's responses to the comments received
by the Staff and certain updated information. Capitalized terms used herein but not defined herein have the definitions assigned to them
in Amendment No. 1.

 To facilitate the Staff's
review, we have included in this letter the caption and comment from the Staff's comment letter in bold text and have provided the
Company's response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 1 of changes made in response to the Staff's comment.

 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.

 Response : In response to the Staff's comments, the Company has revised the disclosure on the cover page of Amendment No. 1 to clarify the
number of Warrants outstanding. The reduction in the number of warrants is attributable to the way in which the SPAC Units were separated
into their underlying components prior to the business combination. In connection with the separation, any resulting fractional warrants,
whether public or private, were rounded down to the nearest whole number, consistent with standard SPAC practice. This rounding resulted
in a reduction in the total number of outstanding warrants compared to the initially issued amount.

 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 management bodies. Refer to Item 6.B of Form 20-F.

 Response : In response to the Staff's
comments, the Company has revised the disclosure on pages 89-90 of Amendment No. 1.

 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.

 Response : In response to the Staff's
comments, the Company has revised the disclosure on pages 107-111 of Amendment No. 1.

 General

 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.

 Response : In response to the Staff's
comments, the Company has revised the disclosure on pages 107-111 of Amendment No. 1 where appropriate.

 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.

 Response : In response to the Staff's
comments, the Company has revised the disclosure on page 114 of Amendment No. 1, and has filed the requested consent of Enrome LLP as an exhibit.

 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.

 Response : In response to the Staff's
comments, the Company has revised the disclosure in the exhibit index of Amendment No. 1.

 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;

 2

 ●
 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;

 ●
 Executive Employment Agreement with Carie Hui-Ting Hsu
 as Accounting Manager; and

 ●
 Code of Ethics of the Registrant.

 Response : In response to the Staff's
comments, the Company has filed all referenced exhibits in with throughout Amendment No. 1.

 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.

 Response : The audited financial statements of Chenghe Acquisition I Co. for the years ended December 31, 2024, and 2023 have been filed with Amendment
No. 1.

 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 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.

 Response : In response to the Staff's
comments, the Company has revised the disclosure throughout Amendment No. 1.

 3

 If the Staff
has any questions or comments concerning the foregoing, or if it requires any further information, please contact me at Gary@RossLawGroup.co
or by telephone at (212) 884-9333.

 Very truly yours,

 ROSS LAW GROUP, PLLC

 /s/ Gary J. Ross

 Gary J. Ross

 cc:
 David Chuang, FST Corp.

 4

<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>

CORRESP
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FST Corp.

No. 3, Gongye 1st Rd., Minxiong Township

Chiayi County 621018, Taiwan

VIA EDGAR

November 29, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Jenny O'Shanick

    Re:

    FST Corp.

    Registration Statement on Form F-4, as amended
    (File No. 333- 280879) (the “Registration Statement”)

Dear Ms. O'Shanick:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, FST Corp., hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 9:00 a.m. Eastern Standard Time on Tuesday, December 3,
2024, or as soon as thereafter practicable.

    Very truly yours,

    FST Corp.

    By:
    /s/ David Chuang

    Name:
    David Chuang

    Title:
    Sole Director

    Femco Steel Technology Co., Ltd.

    By:
    /s/ David Chuang

    Name:
    David Chuang

    Title:
    Chairman of the Board

    cc:

    Ross Law Group, PLLC

    Landi Law Firm

    White & Case LLP

CORRESP
1
filename1.htm

Ross
Law Group, pllc

1430 Broadway, Suite 1804

New York, NY 10018

United States

+1 212 884 9333

www.RossLawGroup.co

    November 26, 2024

Ms. Jenny O’Shanick

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    FST Corp.

    Amendment No. 4 to Registration Statement on Form F-4

    Filed November 14, 2024

    File No. 333-280879

Dear Ms. Jenny O’Shanick:

The undersigned, on behalf
of FST Corp. (the “Company”), respectfully submits this correspondence to the staff of the Securities and Exchange Commission
(the “Staff”) in response to its letter dated November 22, 2024, relating to the Company’s Registration Statement on
Form F-4 filed on November 14, 2024 (the “Registration Statement”). On behalf of the Company, we are concurrently filing an
Amendment No. 5 to the Registration Statement (“Amendment No. 5”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. Capitalized terms used herein but not defined herein have the definitions assigned
to them in Amendment No. 5.

To facilitate the Staff’s
review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the
Company’s response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 5 of changes made in response to the Staff’s comment.

Amendment No. 4 to Registration Statement on
Form F-4

Part II

Information
Not Required in Prospectus

Item 21. Exhibits
and Financial Statements Schedules, page II-1

1. Please
file your remaining exhibits with your next amendment.

Response: In response to the Staff’s
comments, the Company has filed the remaining exhibits with Amendment No. 5.

If the Staff has any questions
or comments concerning the foregoing, or if it requires any further information, please contact me at Gary@RossLawGroup.co or by telephone
at (212) 884-9333.

    Very truly yours,

    ROSS LAW GROUP, PLLC

    /s/ Gary J. Ross

    Gary J. Ross

    cc:
    David Chuang, FST Corp.

    Francis Chang, Landi Law Firm

    Joel Rubinstein, White & Case LLP

    Jessica Zhou, White & Case LLP

November 22, 2024
David Chuang
Principal Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
David Chuang
Principal Executive Officer
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Amendment No. 4 to
Registration Statement on Form F-4
Filed November 14, 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 November 7, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-4
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statements Schedules, page II-1
1.Please file your remaining exhibits with your next amendment.

November 22, 2024
Page 2
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733
if you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-
551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Gary J. Ross
Francis Chang

CORRESP
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filename1.htm

Ross Law
Group, pllc

1430 Broadway, Suite 1804

New York, NY 10018

United States

+1 212 884 9333

www.RossLawGroup.co

 November 14, 2024

Ms. Jenny O’Shanick

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    FST Corp.

    Amendment No. 3 to Registration Statement on Form F-4

    Filed October 24, 2024

    File No. 333-280879

Dear Ms. Jenny O’Shanick:

The undersigned, on
behalf of FST Corp. (the “Company”), respectfully submits this correspondence to the staff of the Securities and
Exchange Commission (the “Staff”) in response to its letter dated October 8, 2024, relating to the Company’s
Registration Statement on Form F-4 filed on October 24, 2024 (the “Registration Statement”). On behalf of the Company,
we are concurrently filing an Amendment No. 4 to the Registration Statement (“Amendment No. 4”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. Capitalized terms used herein but
not defined herein have the definitions assigned to them in Amendment No. 4.

To facilitate the Staff’s
review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the
Company’s response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 4 of changes made in response to the Staff’s comment.

Amendment No. 3 to Registration Statement on
Form F-4

Risk Factors Risks Related to Chenghe and the
Business Combination

The Third Extension proposed by SPAC contravenes
Nasdaq rules, and as a result, could lead

Nasdaq to suspend trading..., page 94

 1. We note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of
its IPO registration statement. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq
may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose
the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences
of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential
impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and
overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered
securities.”

Response: In response to the
Staff’s comments, the Company has revised the disclosure on pages 26, and 96-97 of Amendment No. 4.

FST Corp.

November 14, 2024

Page 2 of 3

Certain Relationships and Related Transactions,
page 302

 2. We note your revisions in response to prior comment 14 and reissue in part. Please revise to discuss
the related party transaction discussed on page F-105 from inception up to the date of the registration statement.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 308 of Amendment No. 4.

Part II

Information Not Required in Prospectus

Item 21. Exhibits and Financial Statements Schedules, page II-1

 3. We note that you deleted the Form of FST Corp. Equity Incentive Plan from your exhibit index. However,
we note your disclosure on page 99 that you intend to adopt this plan for “key employees.” Please file this exhibit pursuant
to Item 601(b)(10) of Regulation S-K, or tell us why you do not believe it is required to be filed.

Response: In response to the
Staff’s comments, the Company has revised the disclosure on page 100 and 267 of Amendment No. 4. The Company also advises the
Staff that at the closing of the Business Combination, the Company does not intend to adopt an employee stock purchase plan or
incentive plan.

General

 4. We note your revisions in response to prior comment 18 and reissue in part. We note your disclosure
on the cover page that you intend to apply for listing of the CayCo Ordinary Shares on Nasdaq, which is defined as the “Stock Exchange.”
However, we also note your defined term on page 12 that “Stock Exchange” means the NYSE or Nasdaq. Please revise throughout
the filing to clearly state the stock exchange that you intend to list the CayCo Ordinary Shares. Further, we note your disclosures in
the redemption tables that, assuming no redemptions, FST Advisor will hold 3.25% of CayCo. However, we note your other disclosures outside
of the redemption tables that this percentage is 3.42%. Please revise throughout the filing to reconcile this discrepancy.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 12 of, and throughout Amendment No. 4 where appropriate.

 5. We note your revisions on pages 166 and 179 through 183 in response to prior comment 19 and reissue
in part. Please make appropriate revisions throughout the prospectus to address the federal income tax consequences of the de-SPAC transaction
to (i) the SPAC, (ii) the target company, and (iii) target security holders, including in your Questions and Answers about the Business
Combination and the Extraordinary General Meeting and Risk Factors sections.

Response: In response to the Staff’s comments, the Company has revised the disclosure on pages 19-21, 104, and 106-108 of Amendment No. 4.

 6. Please revise the filing to discuss the information contained in Chenghe Acquisition I Co.’s
current report on Form 8-K, filed on October 29, 2024.

Response: In response to the Staff’s comments, the Company has revised the disclosure throughout Amendment No. 4.

FST Corp.

November 14, 2024

Page 3 of 3

If the Staff has any questions
or comments concerning the foregoing, or if it requires any further information, please contact me at Gary@RossLawGroup.co or by telephone
at (212) 884-9333.

    Very truly yours,

    ROSS LAW GROUP, PLLC

    /s/ Gary J. Ross

    Gary J. Ross

    cc:
    David Chuang, FST Corp.

    Francis Chang, Landi Law Firm

    Joel Rubinstein, White & Case LLP

    Jessica Zhou, White & Case LLP

November 7, 2024
David Chuang
Principal Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
David Chuang
Principal Executive Officer
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Amendment No. 3 to
Registration Statement on Form F-4
Filed October 24, 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 October 8, 2024 letter.

November 7, 2024
Page 2
Amendment No. 3 to Registration Statement on Form F-4
Risk Factors
Risks Related to Chenghe and the Business Combination
The Third Extension proposed by SPAC contravenes Nasdaq rules, and as a result, could lead
Nasdaq to suspend trading..., page 94
1.We note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was
amended effective October 7, 2024 to provide for the immediate suspension and
delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please disclose the risks of non-compliance with this rule, including that
under the new framework, Nasdaq may only reverse the determination if it finds it
made a factual error applying the applicable rule. In addition, please also disclose the
consequences of any such suspension or delisting, including that your stock may be
determined to be a penny stock and the consequences of that designation, that you
may no longer be attractive as a merger partner if you are no longer listed on an
exchange, any potential impact on your ability to complete an initial business
combination, any impact on the market for your securities including demand and
overall liquidity for your securities, and any impact on securities holders due to your
securities no longer being considered “covered securities.”
Certain Relationships and Related Transactions, page 302
2.We note your revisions in response to prior comment 14 and reissue in part. Please
revise to discuss the related party transaction discussed on page F-105 from inception
up to the date of the registration statement.
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statements Schedules, page II-1
3.We note that you deleted the Form of FST Corp. Equity Incentive Plan from your
exhibit index. However, we note your disclosure on page 99 that you intend to adopt
this plan for “key employees.” Please file this exhibit pursuant to Item 601(b)(10) of
Regulation S-K, or tell us why you do not believe it is required to be filed.
General
4.We note your revisions in response to prior comment 18 and reissue in part. We note
your disclosure on the cover page that you intend to apply for listing of the CayCo
Ordinary Shares on Nasdaq, which is defined as the “Stock Exchange.” However, we
also note your defined term on page 12 that “Stock Exchange” means the NYSE or
Nasdaq. Please revise throughout the filing to clearly state the stock exchange that you
intend to list the CayCo Ordinary Shares. Further, we note your disclosures in the
redemption tables that, assuming no redemptions, FST Advisor will hold 3.25% of
CayCo. However, we note your other disclosures outside of the redemption tables that
this percentage is 3.42%. Please revise throughout the filing to reconcile this
discrepancy.

November 7, 2024
Page 3
5.We note your revisions on pages 166 and 179 through 183 in response to prior
comment 19 and reissue in part. Please make appropriate revisions throughout the
prospectus to address the federal income tax consequences of the de-SPAC
transaction to (i) the SPAC, (ii) the target company, and (iii) target security holders,
including in your Questions and Answers about the Business Combination and the
Extraordinary General Meeting and Risk Factors sections.
6.Please revise the filing to discuss the information contained in Chenghe Acquisition I
Co.'s current report on Form 8-K, filed on October 29, 2024.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733
if you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-
551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Gary J. Ross
Francis Chang

CORRESP
1
filename1.htm

Ross Law
Group, pllc

1430 Broadway, Suite 1804

New York, NY 10018

United States

+1 212 884 9333

www.RossLawGroup.co

October 24, 2024

Ms. Jenny O’Shanick

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    FST Corp.

    Amendment No. 2 to Registration Statement on Form F-4

    Filed September 19, 2024

    File No. 333-280879

Dear Ms. Jenny O’Shanick:

The undersigned, on behalf
of FST Corp. (the “Company”), respectfully submits this correspondence to the staff (the “Staff”) of the Securities
and Exchange Commission in response to its letter dated October 8, 2024, relating to the Company’s Registration Statement on Form
F-4 filed on September 19, 2024 (the “Registration Statement”). On behalf of the Company, we are concurrently filing an Amendment
No. 3 to the Registration Statement (“Amendment No. 3”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. Capitalized terms used herein but not defined herein have the definitions assigned to them
in Amendment No. 3.

To facilitate the Staff’s
review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the
Company’s response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 3 of changes made in response to the Staff’s comment.

Amendment No. 2 to Registration Statement on
Form F-4

Cover Page

1. Please address the part of prior comment 2 that requests disclosure for the New SPAC Sponsor.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on the cover page of Amendment No. 3.

2. Please revise prior comment 3 to state whether the out-of-pocket reimbursements received or to be received
and securities issued or to be issued to the New SPAC Sponsor, its affiliates, and promoters 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on the cover page of Amendment No. 3.

FST Corp.

October 24, 2024

Page 2 of 6

3. We note your revisions in response to prior comments 4 and 10. Please provide the total outstanding
as of a recent practicable date for each of the October 2023 Note and the July 2024 Note.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on the cover page of Amendment No. 3.

Summary of Registration Statement/Proxy Statement

Potential Sources of Dilution, page 50

4. Your dilution table and related disclosures do not appear to comply with those required by Item 1604(c)
of Regulation S-K. Please revise to address the following:

 ● Present in the tabular format the nature and amounts of each source of dilution used to determine net
tangible book value per share, as adjusted.

 ● Footnote (6) appears to indicate that the net tangible book value per share presented in the table
does not give effect to probable or consummated transactions (excluding the de-SPAC transaction itself) and other material effects on
the SPAC’s net tangible book value per share from the de-SPAC transaction (e.g., transaction costs; repayment of loans). Present the net
tangible book value per share, as adjusted, giving effect to those transactions.

 ● Remove dilution information related to the Fully Diluted Scenario, as information in the table should
not give effect to the de-SPAC transaction and transactions that are not probable or consummated.

 ● Your “minimum company valuation” includes both SPAC public and private warrants. Tell us
how you determined that it is appropriate to assume that the exercise of both the public and private warrants are probable if they will
remain outstanding after the consummation of the business combination regardless of the level of redemptions.

 ● Outside of the table, describe each material potential source of future dilution that non-redeeming
shareholders may experience by electing not to tender their shares in connection with the de-SPAC transaction, including sources not included
in the table.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 51 of Amendment No. 3.

Interests of Certain Persons in the Business Combination, page 59

5. We note your revisions in response to prior comment 7 and reissue in full. 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, including their out-of-pocket reimbursements, 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.
Outside of the table, please briefly describe the extent to which that compensation and securities issuance have resulted or may result
in a material dilution of the equity interests of Chenghe’s non-redeeming shareholders.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 61-62 of Amendment No. 3.

Risk Factors, page 63

6. Please revise to include the risk factor on pages 20 and 21 of your definitive proxy statement on Schedule
14A, filed on September 30, 2024. Further, please revise the filing to discuss this definitive proxy statement and Chenghe’s delisting
risk due to extending the time to consummate a business combination past 36 months from the date of Chenghe’s IPO.

Response: In response to the Staff’s comments, the Company
has revised the disclosure on pages 94-95 of Amendment No. 3.

Risks Related to CayCo and the Company’s Business

Loss of a key supplier or lack of product availability from suppliers could adversely affect the Company’s business..., page 65

FST Corp.

October 24, 2024

Page 3  of 6

7. We note your disclosures on pages F-78 and F-96 that three, three, and two suppliers represented more
than 10% of the target company’s total purchases as of the fiscal years ended December 31, 2023, and December 31, 2022, and six
months ended June 30, 2024, respectively. Please update this risk characterized as potential if you have experienced these risks or advise.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 67 of Amendment No. 3.

Extraordinary General Meeting of SPAC Shareholders

Recommendation to Shareholders, page 106

8. We note your revisions in response to prior comments 12 and 22. Please provide the total outstanding
as of a recent practicable date for each of the October 2023 Note and the July 2024 Note. Further, please quantify the aggregate dollar
amount of out-of-pocket expenses for which the New SPAC Sponsor and its executive officers, directors, or affiliates are awaiting reimbursement.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 61-62, 110 of and throughout of Amendment No. 3.

SPAC Shareholder Proposal No. 1 - The Business Combination Proposal

Background of the Business Combination, page 114

 9. We note your disclosure on page 48 about the FST Advisor, who “agreed to act as the arranger
for FST in a potential business combination or merger with a U.S.-listed special purpose acquisition company” and its “responsibilities
include introducing a US SPAC to FST and facilitating the transaction that could result in FST being listed on a U.S. stock exchange.”
Please revise this section to describe this relationship. In this regard, we note your disclosure that the target company’s financial
advisor “introduced FST to the New SPAC Sponsor as a business combination target that could potentially achieve investment criteria
of the New SPAC Sponsor” and discussions began in July 2023, which is prior to the time that the Geneva Agreement was executed.
Please revise to resolve this apparent discrepancy. Finally, please file the Geneva Agreement. Refer to Item 601(b)(10) of Regulation
S-K.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 119 of Amendment No. 3.

Summary of Financial and Valuation Analyses of FST, page 124

FST Corp.

October 24, 2024

Page 4  of 6

10. We note your disclosure that the projections reflect the target company “management’s review
about its future performance as of September 30, 2023.” Please revise to disclose whether or not the target company has affirmed
to Chenghe that its projections reflect the view of the target company’s management or board of directors (or similar governing body)
about its future performance as of the most recent practicable date. If the projections no longer reflect the views of the target company’s
management or board of directors (or similar governing body) regarding the future performance of its company as of the most recent practicable
date, state the purpose of disclosing the projections and the reasons for any continued reliance by the management or board of directors
(or similar governing body) on the projections. Refer to Item 1609(c) of Regulation S-K. Update this disclosure as necessary.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 129 of Amendment No. 3.

Unaudited Pro Forma Condensed Combined Consolidated Financial Information,
page 178

11. We note your disclosure on page 42 that FST and Chenghe expect the business combination expenses to
amount to approximately $8 million, and as of June 30, 2024, there was approximately $5.63 million in unpaid business combination expenses.
In this regard, please expand your disclosure to clarify how much of these business combination expenses are expected by FST and Chenghe,
individually. Please also clarify whether these expenses are reflected in your pro forma financial statements, and revise to reflect them
if you have not done so already.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 135 of Amendment No. 3. We clarify that these expenses are reflected in no.2 and no.5 transaction accounting adjustments in our pro forma financial statements.

Company Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Comparison of Results of Operations for the Six Months Ended June 30, 2024, to the Six Months Ended June 30, 2023, page 244

12. We note your disclosure that your research and development expenses decreased by 17.3%, mainly due
to “the Group became [sic] an agent of Parametric Technology Corporation (‘PTC’) in the first half of 2024, the original
research and development expenses provided to the related parties was reclassified as software cost.” Please revise to elaborate
on what this means. Further, if PTC is a related party, please consider whether your disclosures in your Certain Relationships and Related
Transactions section should be updated.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 252 of Amendment No. 3.

Liquidity and Capital Resources

Material Contractual Obligations and Commitments, page 248

13. 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 for the six months ended June 30, 2024.
Further, please revise to discuss your bank borrowings and lease commitments on pages F-91 and F- 97. Refer to Item 5.B.2 and Item 5.B.3
of Form 20-F.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 256 of Amendment No. 3.

Certain Relationships and Related Transactions, page 294

14. We note your revisions in response to prior comment 27. We note that for Factory Automation Technology
Co., Ltd., FST America, and FST Japan, your disclosure includes information for your preceding three financial years. Please revise to
also provide the information up to the date of the registration statement. Further, please revise to discuss the related party transaction
discussed on page F-105 from inception up to the date of the registration statement.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 302-304 of Amendment No. 3.

Part II Information Not Required in Prospectus

Item 21. Exhibits and Financial Statements Schedules

(a) Exhibits, page II-1

FST Corp.

October 24, 2024

Page 5 of 6

15. Please obtain revised consents from Enrome LLP, auditor for Femco Steel Technology Co., Ltd. and FST
Corp., that reference the audit report dates consistent with those included in the filing.

Response: In response to the Staff’s
comments, the Company has filed revised consents from Enrome LP with Amendment No. 3.

16. We note that the footnote to your Exhibit Index for Exhibits 2.1 and 10.3 indicates that schedules
and exhibits were omitted pursuant to Item 601(b)(2) and that you agree to furnish supplementally a copy of any omitted schedule or exhibit
to the SEC upon request. It appears that you are relying on Item 601(a)(5) of Regulation S-K. If so, please update your exhibit index
accordingly. If you are relying on Item 601(b)(2), then for each exhibit please include a prominent statement on the first page that certain
identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as
private or confidential.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page II-2 of Amendment No. 3.

General

17. We note your revisions in response to prior comment 37. Please revise to address the last sentence
of that comment.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page II-7 of Amendment No. 3.

18. 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:

 ● We note your disclosures on the cover page and elsewhere that you intend to apply for listing of the
CayCo Ordinary Shares on either NYSE or Nasdaq. However, we also note your other disclosure on page 287 that you intend to list the CayCo
Ordinary Shares on Nasdaq. Please revise throughout the filing to clearly state the stock exchange that you intend to list the CayCo Ordinary
Shares.

 ● We note your disclosures in the redemption tables that, assuming maximum redemptions, FST Advisor will
hold 3.42% of CayCo. However, we note your other disclosures on the cover page and pages 27, 45 and 87 that this percentage is 3.25%.
Please revise throughout the filing to reconcile this discrepancy.

 ● We note your disclosures on the cover page and elsewhere that “[b]ased on the closing price for
the Public Shares of $11.55 on the Nasdaq on September 11, 2024, the value of the Founder Shares held by the New SPAC Sponsor would be
$18,386,133.15.” However, you state on page 88 that this value would be $25,316,133.15. Please revise throughout the filing to reconcile
this discrepancy.

Response: In response to the Staff’s
comments, the Company has revised the disclosure throughout Amendment No. 3.

19. We note your revisions in response to prior comment 19. Please revise to provide the federal income
tax consequences of the de-SPAC transaction to (i) the SPAC, (ii) the target company, and (iii) target security holders. Refer to Item
1605(b)(6) of Regulation S-K. Please make appropriate revisions throughout the prospectus to address the federal income tax consequences.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 179

October 8, 2024
David Chuang
Principal Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
David Chuang
Principal Executive Officer
Femco Steel Technology Co., Ltd.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Amendment No. 2 to
Registration Statement on Form F-4
Filed September 19, 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 August 23, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Cover Page
1.We note your revisions in response to prior comment 2. Please address the part of that
comment that requests disclosure for the New SPAC Sponsor.

October 8, 2024
Page 2
2.We note your revisions in response to prior comment 3 and reissue in part. Please
revise to state whether the out-of-pocket reimbursements received or to be received
and securities issued or to be issued to the New SPAC Sponsor, its affiliates and
promoters 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.
3.We note your revisions in response to prior comments 4 and 10. Please provide the
total outstanding as of a recent practicable date for each of the October 2023 Note and
the July 2024 Note.
Summary of Registration Statement/Proxy Statement
Potential Sources of Dilution, page 50
4.Your dilution table and related disclosures do not appear to comply with those
required by Item 1604(c) of Regulation S-K. Please revise to address the following:
•Present in the tabular format the nature and amounts of each source of dilution
used to determine net tangible book value per share, as adjusted.
•Footnote (6) appears to indicate that the net tangible book value per share
presented in the table does not give effect to probable or consummated
transactions (excluding the de-SPAC transaction itself) and other material effects
on the SPAC's net tangible book value per share from the de-SPAC transaction
(e.g., transaction costs; repayment of loans). Present the net tangible book value
per share, as adjusted, giving effect to those transactions.
•Remove dilution information related to Fully Diluted Scenario, as information in
the table should not give effect to the de-SPAC transaction and transactions that
are not probable or consummated.
•Your "minimum company valuation" includes both SPAC public and private
warrants. Tell us how you determined that it is appropriate to assume that the
exercise of both the public and private warrants are probable if they will
remain outstanding after the consummation of the business combination
regardless of the level of redemptions.
•Outside of the table, describe each material potential source of future dilution that
non-redeeming shareholders may experience by electing not to tender their shares
in connection with the de-SPAC transaction, including sources not included in the
table.
Interests of Certain Persons in the Business Combination, page 59
We note your revisions in response to prior comment 7 and reissue in full. 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, including their out-of-pocket reimbursements, 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. Outside of the table, please briefly
describe the extent to which that compensation and securities issuance have resulted
or may result in a material dilution of the equity interests of Chenghe’s non-5.

October 8, 2024
Page 3
redeeming shareholders.
Risk Factors, page 63
6.Please revise to include the risk factor on pages 20 and 21 of your definitive proxy
statement on Schedule 14A, filed on September 30, 2024. Further, please revise the
filing to discuss this definitive proxy statement and Chenghe’s delisting risk due to
extending the time to consummate a business combination past 36 months from the
date of Chenghe’s IPO.
Risks Related to CayCo and the Company's Business
Loss of a key supplier or lack of product availability from suppliers could adversely affect the
Company's business..., page 65
7.We note your disclosures on pages F-78 and F-96 that three, three and two suppliers
represented more than 10% of the target company’s total purchases as of the fiscal
years ended December 31, 2023 and December 31, 2022 and six months ended June
30, 2024, respectively. Please update this risk characterized as potential if you have
experienced these risks, or advise.
Extraordinary General Meeting of SPAC Shareholders
Recommendation to Shareholders, page 106
8.We note your revisions in response to prior comments 12 and 22. Please provide the
total outstanding as of a recent practicable date for each of the October 2023 Note and
the July 2024 Note. Further, please quantify the aggregate dollar amount of out-of-
pocket expenses for which the New SPAC Sponsor and its executive officers,
directors or affiliates are awaiting reimbursement.
SPAC Shareholder Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 114
9.We note your disclosure on page 48 about the FST Advisor, who “agreed to act as the
arranger for FST in a potential business combination or merger with a U.S.-listed
special purpose acquisition company” and its “responsibilities include introducing a
US SPAC to FST and facilitating the transaction that could result in FST being listed
on a U.S. stock exchange.” Please revise this section to describe this relationship. In
this regard, we note your disclosure that the target company’s financial advisor
“introduced FST to the New SPAC Sponsor as a business combination target that
could potentially achieve investment criteria of the New SPAC Sponsor” and
discussions began in July 2023, which is prior to the time that the Geneva Agreement
was executed. Please revise to resolve this apparent discrepancy. Finally, please file
the Geneva Agreement. Refer to Item 601(b)(10) of Regulation S-K.
Summary of Financial and Valuation Analyses of FST, page 124
We note your disclosure that the projections reflect the target company
“management’s review about its future performance as of September 30, 2023.”
Please revise to disclose whether or not the target company has affirmed to Chenghe
that its projections reflect the view of the target company's management or board of
directors (or similar governing body) about its future performance as of the most 10.

October 8, 2024
Page 4
recent practicable date. If the projections no longer reflect the views of the target
company's management or board of directors (or similar governing body) regarding
the future performance of its company as of the most recent practicable date, state the
purpose of disclosing the projections and the reasons for any continued reliance by the
management or board of directors (or similar governing body) on the projections.
Refer to Item 1609(c) of Regulation S-K. Update this disclosure as necessary.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page 178
11.We note your disclosure on page 42 that FST and Chenghe expect the business
combination expenses to amount to approximately $8 million, and as of June 30,
2024, there was approximately $5.63 million in unpaid business combination
expenses. In this regard, please expand your disclosure to clarify how much of these
business combination expenses are expected by FST and Chenghe,
individually. Please also clarify whether these expenses are reflected in your pro
forma financial statements, and revise to reflect them if you have not done so already.
Company Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of Results of Operations for the Six Months Ended June 30, 2024 to the Six
Months Ended June 30, 2023, page 244
12.We note your disclosure that your research and development expenses decreased by
17.3%, mainly due to “the Group became [sic] an agent of Parametric Technology
Corporation (‘PTC’) in the first half of 2024, the original research and development
expenses provided to the related parties was reclassified as software cost.” Please
revise to elaborate on what this means. Further, if PTC is a related party, please
consider whether your disclosures in your Certain Relationships and Related
Transactions section should be updated.
Liquidity and Capital Resources
Material Contractual Obligations and Commitments, page 248
13.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 for the six months ended June 30, 2024. Further, please
revise to discuss your bank borrowings and lease commitments on pages F-91 and F-
97. Refer to Item 5.B.2 and Item 5.B.3 of Form 20-F.
Certain Relationships and Related Transactions, page 294
14.We note your revisions in response to prior comment 27. We note that for Factory
Automation Technology Co., Ltd., FST America and FST Japan, your disclosure
includes information for your preceding three financial years. Please revise to also
provide the information up to the date of the registration statement. Further, please
revise to discuss the related party transaction discussed on page F-105 from inception
up to the date of the registration statement.

October 8, 2024
Page 5
Part II Information Not Required in Prospectus
Item 21. Exhibits and Financial Statements Schedules
(a) Exhibits, page II-1
15.Please obtain revised consents from Enrome LLP, auditor for Femco Steel
Technology Co., Ltd. and FST Corp., that reference the audit report dates consistent
with those included in the filing.
16.We note that the footnote to your Exhibit Index for Exhibits 2.1 and 10.3 indicates
that schedules and exhibits were omitted pursuant to Item 601(b)(2) and that you
agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC
upon request. It appears that you are relying on Item 601(a)(5) of Regulation S-K. If
so, please update your exhibit index accordingly. If you are relying on Item 601(b)(2),
then for each exhibit please include a prominent statement on the first page that
certain identified information has been excluded from the exhibit because it is both
not material and is the type that the registrant treats as private or confidential.
General
17.We note your revisions in response to prior comment 37. Please revise to address the
last sentence of that comment.
18.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:
•We note your disclosures on the cover page and elsewhere that you intend to
apply for listing of the CayCo Ordinary Shares on either NYSE or Nasdaq.
However, we also note your other disclosure on page 287 that you intend to list
the CayCo Ordinary Shares on Nasdaq. Please revise throughout the filing to
clearly state the stock exchange that you intend to list the CayCo Ordinary Shares.
•We note your disclosures in the redemption tables that, assuming maximum
redemptions, FST Advisor will hold 3.42% of CayCo. However, we note your
other disclosures on the cover page and pages 27, 45 and 87 that this percentage is
3.25%. Please revise throughout the filing to reconcile this discrepancy.
•We note your disclosures on the cover page and elsewhere that “[b]ased on the
closing price for the Public Shares of $11.55 on the Nasdaq on September 11,
2024, the value of the Founder Shares held by the New SPAC Sponsor would be
$18,386,133.15.” However, you state on page 88 that this value would be
$25,316,133.15. Please revise throughout the filing to reconcile this discrepancy.
19.We note your revisions in response to prior comment 19.  Please revise to provide the
federal income tax consequences of the de-SPAC transaction to (i) the SPAC, (ii) the
target company, and (iii) target security holders. Refer to Item 1605(b)(6) of
Regulation S-K. Please make appropriate revisions throughout the prospectus to
address the federal income tax consequences.

October 8, 2024
Page 6
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733
if you have questions regarding comments on the financial statements and related
matters. Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-
551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Gary J. Ross
Francis Chang

CORRESP
1
filename1.htm

Ross Law
Group, pllc

1430 Broadway, Suite 1804

New York, NY 10018

United States

+1 212 884 9333

www.RossLawGroup.co

September 19, 2024

Ms. Jenny O’Shanick

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    FST Corp.

    Amendment No. 1 to Registration Statement on Form F-4

    Filed August 6, 2024

    File No. 333-280879

Dear Ms. Jenny O’Shanick:

The undersigned, on behalf
of FST Corp. (the “Company”), respectfully submits this correspondence to the staff (the “Staff”) of the Securities
and Exchange Commission in response to its letter dated August 23, 2024, relating to the Company’s Registration Statement on Form
F-4 filed on August 6, 2024 (the “Registration Statement”). On behalf of the Company, we are concurrently filing an Amendment
No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. Capitalized terms used herein but not defined herein have the definitions assigned to them
in Amendment No. 2.

To facilitate the Staff’s
review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the
Company’s response immediately following each comment including, where applicable, a cross-reference to the location in Amendment
No. 2 of changes made in response to the Staff’s comment.

Amendment No. 1 to Registration Statement on
Form F-4

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page of Amendment No. 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page of Amendment No. 2.

FST Corp.

September 19, 2024

 Page 2 of 8

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page of Amendment No. 2.

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 34 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 39-41 of Amendment No. 2.

FST Corp.

September 19, 2024

 Page 3 of 8

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 59 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 42 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 192 of and throughout Amendment No. 2 where appropriate to disclose that Chenghe
may extend the time period to complete the Business Combination beyond October 27, 2024, in connection to which Chenghe’s public
shareholders may redeem their shares.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 57 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 54-57 of Amendment No. 2.

FST Corp.

September 19, 2024

 Page 4 of 8

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page, pages 32 and 79 of and throughout the Amendment No.2 where applicable.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 60 and 133 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 132-133 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 121 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 127 of Amendment No. 2.

FST Corp.

September 19, 2024

 Page 5 of 8

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 129 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on cover page, pages 32, 59, 81, 109 and 136 of Amendment No. 2.

Material U.S. Federal Income Tax Considerations,
page 147

 19. 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 1605(b)(6) of Regulation S-K.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 176-177 of Amendment No. 2.

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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 192-194 of Amendment No. 2.

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on page 193 of Amendment No. 2.

 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.

Response: In response to the Staff’s
comments, the Company has revised the disclosure on pages 194-196 of Amendment No. 2.

FST Corp.

September 19, 2024

 Page 6 of 8

 23.

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

CORRESP
1
filename1.htm

Ross
Law Group, pllc

1430
Broadway, Suite 1804

New
York, NY 10018

United
States

+1
212 884 9333

www.RossLawGroup.co

July
18, 2024

Ms.
Jenny O’Shanick

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    FST
    Corp.

    Draft
    Registration Statement on Form F-4

    Submitted
    on June 12, 2024

    CIK
    No. 0002014254

Dear
Ms. O’Shanick:

The
undersigned, on behalf of FST Corp. (the “Company”), respectfully submits this correspondence to the staff
(the “Staff”) of the Securities and Exchange Commission in response to a letter dated July 1, 2024, relating
to the Company’s Draft Registration Statement on Form F-4 submitted June 12, 2024 (the “Draft Registration Statement”).
On behalf of the Company, we are concurrently filing a Registration Statement on Form F-4 (the “Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. Capitalized terms
used herein but not defined herein have the definitions assigned to them in the Registration Statement.

To
facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter in
bold text and have provided the Company’s response immediately following each comment including, where applicable, a cross-reference
to the location in the Registration Statement of changes made in response to the Staff’s comment.

Draft
Registration Statement Submitted June 12, 2024

SPAC
Shareholder Proposal No. 1 - The Business Combination Proposal

Summary
of Financial and Valuation Analyses of FST, page 116

 1. We
                                            note your revisions in response to prior comments 11 and 21 and your response that “high
                                            inflation did not contribute to a decrease in revenue.” However, we note your revised
                                            disclosure on page 116 that “FST management believed that due to the slowdown in global
                                            economic growth and high inflation in the first quarter of 2023, the revenue as [sic] significantly
                                            slowed down due to brand customers’ adjustments to their inventory level.” Please
                                            revise to address this apparent inconsistency. Further, we note your revised disclosure that
                                            the projections are in line with historic operating trends. Please revise to clarify how
                                            your plan to acquire other players in the golf shaft industry to increase your economy of
                                            scale in 2025 is in line with your historic operating trends. Finally, we note your revised
                                            disclosure that you expect that your plant capacity utilization rate will improve and you
                                            will expand plant capacity. Please revise to clarify if this relates to the land and buildings
                                            you recently purchased in Minxiong Township of Chiayi County, Taiwan, as disclosed on pages
                                            204 and 205, or advise.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 115-118 of the Registration Statement.

FST
Corp.

July
18, 2024

Page
2 of 3

Unaudited
Pro Forma Condensed Combined Consolidated Financial Information, page 162

 2. We
                                            note your revisions on pages 162 and 164 in response to prior comment 13, which states that
                                            your pro forma financial information have been prepared under the assumption that “at
                                            least” 90% of all issued and outstanding FST shares have been acquired. Please revise
                                            to disclose the exact percentage you used in preparing the pro forma financial information.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 163-165 of the Registration Statement.

Unaudited
Pro Forma Condensed Combined Consolidated Balance Sheet as of December 31, 2023, page 166

 3. We
                                            note that the number of shares of Class A ordinary shares subject to possible redemption
                                            of 5,600,483 does not appear to agree with that presented in the historical financial statements.
                                            Please revise to correct this inconsistency.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 167 of the Registration Statement.

Description
of Securities

Securities
of Chenghe prior to the Business Combination

Warrants
- Public Warrants, page 242

 4. We
                                            note your response to prior comment 26. Please address the part of that comment that requests
                                            disclosure whether recent ordinary share trading prices exceed the $10 or $18 thresholds
                                            that would allow you to redeem the SPAC Public Warrants.

Response: In response to the Staff’s comment, the Company
has revised the disclosure on page 249 of the Registration Statement.

Certain
Relationships and Related Transactions

Certain
Relationships of FST, page 268

 5. We
                                            note your revisions in response to prior comment 28 and reissue our comment in part. In that
                                            regard, we note the information regarding related party transactions with Factory Automation
                                            Technology Co., Ltd, David Chuang and Peko, LLC on pages F-75 and F-76. Further, we note
                                            that FST’s directors and senior management are parties to the Company Shareholder Support
                                            Agreement.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 272 of the Registration Statement.

Beneficial
Ownership of CayCo Securities After Business Combination, page 274

 6. We
                                            note your revisions in response to prior comment 29. Please revise the “All officers
                                            and directors as a group” line item to reflect the inclusion of Kerry Lin Liu, Huoy-Ming
                                            Yeh and Richard Qi Li and their beneficial ownership CayCo.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 278-279 of the Registration Statement.

FST
                                            Corp.

July
18, 2024

Page
3 of 3

Experts,
page 277

 7. We
                                            note your disclosure that Enrome LLP will be the auditor of CayCo following Closing. As the
                                            audited financial statements of CayCo are included in this filing, please revise to update
                                            your disclosure.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 281 of the Registration Statement.

FST
Corp.

Report
of Independent Registered Public Accounting Firm, page F-79

    8.
    Please
    include the date that the report was issued pursuant to Rule 2-02(a)(1) of Regulation S-X.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page F-79 of the Registration Statement.

Part
II

Information
Not Required in Prospectus

Item
21. Exhibits and Financial Statements Schedules, page II-1

 9. We
                                            note your revisions in response to prior comment 32. We also note your revisions throughout
                                            the filing that reference Annex G to be the SPAC’s proposed second amended and restated
                                            memorandum and articles of association, which will take effect from the effective time of
                                            the Merger. However, it appears that Annex G is the SPAC’s current amended and restated
                                            memorandum and articles of association. Please revise to update your disclosures throughout
                                            the filing.

Response:
In response to the Staff’s comment, the Company has revised the cross reference throughout the Registration Statement where applicable.

General

 10. We
                                            note your revisions in response to prior comment 34 and reissue in full.

Response: In response to the Staff’s
comment, the Company advises the SEC that pursuant to Cayman Islands law, the roles of principal executive officer, financial officer,
and controller are not mandatory. Therefore, our sole director has signed the Registration Statement in the capacity authorized by the
Company.

 11. Please
                                            revise to update your disclosures throughout the filing and address areas that appear to
                                            need updating or that present inconsistencies. A non-exclusive example of an area where disclosure
                                            should be updated is your disclosure on page 205 that certain of your leases expired on May
                                            15, 2024 and April 30, 2024.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 209 and throughout the Registration Statement where appropriate.

If
the Staff has any questions or comments concerning the foregoing, or if it requires any further information, please contact me at Gary@RossLawGroup.co
or by telephone at (212) 884-9333.

    Very
    truly yours,

    ROSS
    LAW GROUP, PLLC

    /s/
    Gary J. Ross

    Gary
    J. Ross

    cc:
    David
    Chuang, FST Corp.

    Francis
    Chang, Landi Law Firm

    Joel
    Rubinstein, White & Case LLP

    Jessica
    Zhou, White & Case

July 1, 2024
David Chuang
Chief Executive Officer
FST Corp.
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
Re:FST Corp.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted June 12, 2024
CIK No. 0002014254
Dear David Chuang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
May 16, 2024 letter.
Amended Draft Registration Statement Submitted June 12, 2024
SPAC Shareholder Proposal No. 1 - The Business Combination Proposal
Summary of Financial and Valuation Analyses of FST, page 116
We note your revisions in response to prior comments 11 and 21 and your response that
“high inflation did not contribute to a decrease in revenue.” However, we note your
revised disclosure on page 116 that “FST management believed that due to the slowdown
in global economic growth and high inflation in the first quarter of 2023, the revenue as
[sic] significantly slowed down due to brand customers’ adjustments to their inventory
level.” Please revise to address this apparent inconsistency. Further, we note your revised
disclosure that the projections are in line with historic operating trends. Please revise to 1.

July 1, 2024
Page 2
clarify how your plan to acquire other players in the golf shaft industry to increase your
economy of scale in 2025 is in line with your historic operating trends. Finally, we note
your revised disclosure that you expect that your plant capacity utilization rate will
improve and you will expand plant capacity. Please revise to clarify if this relates to the
land and buildings you recently purchased in Minxiong Township of Chiayi County,
Taiwan, as disclosed on pages 204 and 205, or advise.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information, page 162
2.We note your revisions on pages 162 and 164 in response to prior comment 13, which
states that your pro forma financial information have been prepared under the assumption
that “at least” 90% of all issued and outstanding FST shares have been acquired. Please
revise to disclose the exact percentage you used in preparing the pro forma financial
information.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of December 31,
2023, page 166
3.We note that the number of shares of Class A ordinary shares subject to possible
redemption of 5,600,483 does not appear to agree with that presented in the historical
financial statements. Please revise to correct this inconsistency.
Description of Securities
Securities of Chenghe prior to the Business Combination
Warrants - Public Warrants, page 242
4.We note your response to prior comment 26. Please address the part of that comment that
requests disclosure whether recent ordinary share trading prices exceed the $10 or $18
thresholds that would allow you to redeem the SPAC Public Warrants.
Certain Relationships and Related Transactions
Certain Relationships of FST, page 268
5.We note your revisions in response to prior comment 28 and reissue our comment in part.
In that regard, we note the information regarding related party transactions with Factory
Automation Technology Co., Ltd, David Chuang and Peko, LLC on pages F-75 and F-76.
Further, we note that FST’s directors and senior management are parties to the Company
Shareholder Support Agreement.
Beneficial Ownership of CayCo Securities After Business Combination, page 274
6.We note your revisions in response to prior comment 29. Please revise the “All officers
and directors as a group” line item to reflect the inclusion of Kerry Lin Liu, Huoy-Ming
Yeh and Richard Qi Li and their beneficial ownership CayCo.
Experts, page 277
7.We note your disclosure that Enrome LLP will be the auditor of CayCo following
Closing. As the audited financial statements of CayCo are included in this filing, please
revise to update your disclosure.

July 1, 2024
Page 3
FST Corp.
Report of Independent Registered Public Accounting Firm, page F-79
8.Please include the date that the report was issued pursuant to Rule 2-02(a)(1) of
Regulation S-X.
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statements Schedules, page II-1
9.We note your revisions in response to prior comment 32. We also note your revisions
throughout the filing that reference Annex G to be the SPAC’s proposed second amended
and restated memorandum and articles of association, which will take effect from the
effective time of the Merger. However, it appears that Annex G is the SPAC’s current
amended and restated memorandum and articles of association. Please revise to update
your disclosures throughout the filing.
General
10.We note your revisions in response to prior comment 34 and reissue in full.
11.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. A non-exclusive example of an
area where disclosure should be updated is your disclosure on page 205 that certain of
your leases expired on May 15, 2024 and April 30, 2024.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Gary J. Ross

United States securities and exchange commission logo
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

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 2
 FirstName LastNameDavid Chuang
FST Corp.
May 16, 2024
Page 2
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.

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 3
 FirstName LastNameDavid Chuang
FST Corp.
May 16, 2024
Page 3
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

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 4
 FirstName LastNameDavid Chuang
FST Corp.
May 16, 2024
Page 4
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

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 5
 FirstName LastName
David Chuang
FST Corp.
May 16, 2024
Page 5
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.

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 6
 FirstName LastName
David Chuang
FST Corp.
May 16, 2024
Page 6
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.

 FirstName LastNameDavid Chuang
 Comapany NameFST Corp.
 May 16, 2024 Page 7
 FirstName LastName
David Chuang
FST Corp.
May 16, 2024
Page 7
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