FBGL 6-K
FBS Global Ltd (FBGL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number 001-42508
FBS Global Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name Into English)
74 Tagore Lane, #02-00 Sindo Industrial Estate
Singapore 787498
________
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Entry into a Material Definitive Agreement
On February 5, 2025, FBS Global Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with WallachBeth Capital LLC, as representative of the underwriters (the “Representative”), in connection with its initial public offering (the “IPO”) of 2,250,000 ordinary shares, par value US$0.001 per share (the “Shares”) at a price of US$4.50 per share (the “Offering Price”).
Pursuant to the Underwriting Agreement, in exchange for the Representative’s firm commitment to purchase the Shares, the Company granted the Representative a 45-day over-allotment option to purchase up to an additional 337,500 ordinary shares of the Company at the Offering Price, representing fifteen percent (15%) of the ordinary shares sold by the Company in the Offering, less underwriting discounts and a non-accountable expense allowance. The Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). This summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.
The Company’s registration statement on Form F-1 (File No. 333-283619) for the IPO, originally filed with the SEC on December 5, 2024 (as amended, the “Registration Statement”) was declared effective by the SEC on February 5, 2025.
The Shares began trading on the Nasdaq Capital Market on February 6, 2025, under the ticker symbol “FBGL.” The Offering closed on February 7, 2025. The total net proceeds to the Company from the IPO, net of underwriting discounts, expenses and expense allowances, were approximately $9.4 million. A final prospectus relating to the IPO was filed with the SEC on February 5, 2025.
The Company’s officers, directors, and certain of its shareholders have agreed, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any ordinary shares or other securities convertible into or exercisable or exchangeable for ordinary shares for a period of six (6) months from the effective date of the Registration Statement, without the prior written consent of the Representative.
Other Events
In connection with the IPO, the Company issued a press release on February 5, 2025 announcing the pricing of the IPO and a press release on February 7, 2025 announcing the closing of the IPO. The press releases, furnished in this report as Exhibit 99.1 and Exhibit 99.2, are incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
| Exhibit No | Description | |
|---|---|---|
| 99.1 | FBS Global Limited Announces Pricing of Initial Public Offering | |
| 99.2 | FBS Global Limited Announces Closing of Initial Public Offering |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FBS<br>Global Limited | ||
|---|---|---|
| Date:<br>February 7, 2025 | By | /s/<br>Ang Poh Guan |
| Ang<br>Poh Guan | ||
| Executive<br>Director | ||
| Chief<br>Executive Officer |
Exhibit 99.1
FBS Global Limited Announces Pricing of Initial Public Offering
SINGAPORE — February 6, 2025 (GLOBE NEWSWIRE) — FBS Global Limited (“FBS Global” or the “Company”)(NASDAQ:FBGL), a green building contractor with award-winning projects using green construction methods and sustainably-source and environmentally responsible materials based in Singapore, announced today the pricing of its initial public offering (the “Offering”) of 2,250,000 ordinary shares par value US$0.001 per share at a price of US$4.50 per share to the public, for a total of US$10,125,000 of gross proceeds to the Company, before deducting underwriting discounts and other offering expenses.
The Company has granted a 45-day option to the underwriters to purchase up to 337,500 additional ordinary shares, representing 15% of the ordinary shares sold in this Offering, at the public offering price, less the underwriting discounts, solely to cover over-allotments, if any. The ordinary shares will begin trading on the Nasdaq Capital Market on February 6, 2025, under the symbol “FBGL.” The Offering is expected to close on February 7, 2025, subject to customary closing conditions.
WallachBeth Capital LLC is acting as the sole book-running manager of the Offering. TroyGould PC is acting as U.S. counsel to the Company, and Ortoli Rosenstadt LLP is acting as U.S. securities counsel to WallachBeth Capital LLC in connection with the Offering.
A registration statement on Form F-1, as amended (File No. 333-283619) relating to the Offering has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on February 5, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained, when available, from WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 185 Hudson Street, Ste 1410, Jersey City, NJ 07311, by email [email protected], or by telephone at +1-(646) 237-8585. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FBS Global Limited
FBS Global is a Singapore based green building contractor and an established interior fit-out specialist with a track record of over 20 years in institutional, residential, commercial and industrial building projects. As a green contractor, FBS Global seeks to tender bids for green building projects, use green construction methods, and sustainably-source and environmentally responsible materials for our construction projects. For more information, please visit: https://www.fbsglobal.com.sg.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and FBS Global Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
FBS Global Limited:
Chong Ye Chew, Chief Financial Officer
Telephone: (65) 6285 7781
Email: [email protected]
WallachBeth Securities LLC:
Harborside Financial Center Plaza 5
185 Hudson Street, Ste 1410, Jersey City, NJ 07311
Telephone at +1-(646) 237-8585
Email [email protected]
Exhibit 99.2
FBS Global Limited Announces Closing of Initial Public Offering
February 7, 2025
SINGAPORE—(GLOBE NEWSWIRE)— FBS Global Limited (“FBS Global” or the “Company”) (NASDAQ:FBGL), a green building contractor with award-winning projects using green construction methods and sustainably-source and environmentally responsible materials based in Singapore, announced today the closing of its initial public offering (the “Offering”) of 2,250,000 ordinary shares par value US$0.001 per share at a price of US$4.50 per share to the public, for a total of US$10,125,000 of gross proceeds to the Company, before deducting underwriting discounts and other offering expenses.
The ordinary shares began trading on the Nasdaq Capital Market on February 6 , 2025, under the symbol “FBGL.” The Company intends to use the net proceeds for business expansion efforts, research and development regarding green building materials, potential strategic partnerships and for other general corporate purposes.
The Company has granted a 45-day option to the underwriters to purchase up to 337,500 additional ordinary shares, representing 15% of the ordinary shares sold in this Offering, at the public offering price, less the underwriting discounts, solely to cover over-allotments, if any.
WallachBeth Capital LLC is acting as the sole book-running manager of the Offering, and Revere Securities LLC is acting as the co-manager to the Offering. TroyGould PC is acting as U.S. counsel to the Company, and Ortoli Rosenstadt LLP is acting as U.S. securities counsel to WallachBeth Capital LLC in connection with the Offering.
The Offering was conducted pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-283619) which was filed with the United States Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on February 5, 2025. The Offering was made by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained, when available, from WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 185 Hudson Street, Ste 1410, Jersey City, NJ 07311, by email at [email protected], or by telephone at +1-(646) 237-8585. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FBS Global Limited
FBS Global is a Singapore based green building contractor and an established interior fit-out specialist with a track record of over 20 years in institutional, residential, commercial and industrial building projects. As a green contractor, FBS Global seeks to tender bids for green building projects, use green construction methods, and sustainably-source and environmentally responsible materials for our construction projects. For more information, please visit: https://www.fbsglobal.com.sg.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and FBS Global Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
FBS Global Limited:
Chong Ye Chew, Chief Financial Officer
Telephone: (65) 6285 7781
Email: [email protected]
WallachBeth Securities LLC:
Harborside Financial Center Plaza 5
185 Hudson Street, Ste 1410, Jersey City, NJ 07311
Telephone at +1-(646) 237-8585
Email [email protected]