FST Corp 6-K, filed May 5, 2026
FST Corp. (KBSX)
About this 6-K
FST Corp filed this 6-K on May 5, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May
Commission File Number:
(Registrant’s Name)
No. 3, Gongye 1st Rd., Minxiong Township
Chiayi County 621018, Taiwan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Financial Statements
On May 5, 2026, FST Corp. (the “Company”) released its unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026. A copy of the unaudited condensed consolidated financial statements of the Company and the management’s discussion and analysis of financial condition and results of operations of the Company as of and for the three months ended March 31, 2026 is attached hereto as Exhibit 99.1 and Exhibit 99.2 and is incorporated herein by reference.
Exhibit
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of FST Corp. as of and for the three months ended March 31, 2026. | |
| 99.2 | Management’s discussion and analysis of financial condition and results of operations for three months ended March 31, 2026. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
SIGNATURE
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.
| FST Corp. | ||
| Date: May 5, 2026 | By: | /s/ David Chuang |
| Name: | David Chuang | |
| Title: | Chief Executive Officer and Chairman of the Board | |
2
Exhibit 99.1
FST Corp.
CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for share and per share data, or otherwise noted)
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts and notes receivable, net | ||||||||
| Prepaid tax | ||||||||
| Inventories, net | ||||||||
| Amounts due from a related party | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current Assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Long-term investments | ||||||||
| Right-of-use assets | ||||||||
| Deferred tax assets, net | ||||||||
| Prepayment and other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Short-term bank borrowings | ||||||||
| Accounts payables | ||||||||
| Operating lease liabilities, current | ||||||||
| Amounts due to related parties | ||||||||
| Current tax liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current Liabilities | ||||||||
| Non-current liabilities | ||||||||
| Long-term bank borrowings | ||||||||
| Operating lease liabilities, non-current | ||||||||
| OET derivative liability | ||||||||
| Warrant liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary share (par value of US$ | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total FST Corp. shareholder’s equity | ||||||||
| Non-controlling interests | ||||||||
| Total shareholder’s equity | ||||||||
| Total liabilities and shareholders’ equity | ||||||||
F-1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In U.S. dollars, except for share and per share data, or otherwise noted)
| For the three Months Ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| COSTS AND OPERATING EXPENSES: | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total costs and operating expenses | ||||||||
| GAIN (LOSS) FROM OPERATIONS | ( | ) | ||||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Foreign exchange gain | ||||||||
| Other income, net | ||||||||
| Unrealized loss on change in fair value of OET derivative liability | ( | ) | ||||||
| Total other income (loss), net | ( | ) | ||||||
| PROFIT (LOSS) BEFORE INCOME TAX EXPENSES | ( | ) | ||||||
| INCOME TAX EXPENSES | ||||||||
| NET INCOME (LOSS) | ( | ) | ||||||
| Less: net income(loss) attributable to non-controlling interests | ( | ) | ||||||
| Net income (loss) attributable to FST Corp.’s shareholders | ( | ) | ||||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| TOTAL COMPREHENSIVE INCOME (LOSS ) | ( | ) | ||||||
| Less: total comprehensive income (loss) attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive income (loss) attributable to FST Corp.’s shareholders | ( | ) | ||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
| Earnings per share, basic and diluted | ( | ) | ||||||
F-2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
| For the three
Months Ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net cash provided by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bank borrowings | ||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ||||||||
| Effect of foreign exchange rate on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents | ||||||||
| Cash, cash equivalents and restricted cash at the beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at the end of period | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest expenses paid | ||||||||
| Income taxes paid | ||||||||
| Right of use assets obtained in exchange for operating lease obligations | ||||||||
F-3
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
During the first quarter ended March 31, 2026, the Company reported revenue of $14.64 million, compared to $10.76 million for the same period in the prior year. First quarter results were primarily driven by an increase in OEM business and through the continued growth of KBS Graphite.
Results of Operations
| ● | Revenue – Revenue for the quarter was US$14.64 million, representing a 36.15% increase over the same period in 2025. Revenue was driven by a 70% increase in sales to our OEM partners compared to the first quarter of 2025. Additionally, we saw a 64% increase in the sale of KBS Graphite Shafts compared to the first quarter of 2025. The main driver was the successful launch of the KBS TGBlack Driver Shaft. |
| ● | Gross Profit – Gross profit was US$7.56 million, or 52% of revenue, compared to US$4.96 million, or 46%, in the prior-year. The increase in gross margin was driven by economies of scale in manufacturing, as higher volumes improved fixed cost absorption and enhanced production efficiency, resulting in lower per-unit costs. |
| ● | Operating Expenses – SG&A and R&D expenses were US$5.38 million, a decrease of 7.2% from the prior-year period. The decrease was driven by lower listing related expenses. |
| ● | Operating Income – Operating income was US$2.18 million, compared to a loss of US$0.84 million in the prior-year period. This represents an improvement of US$3.02 million over the previous year. | |
| ● | Net Income – Net income for the quarter was $1.88 million compared to a loss of $2.80 million in the first quarter of 2025, an improvement of $4.68 million. |
Liquidity and Capital Resources
As of March 31, 2026, the Company had cash and cash equivalents of US$7.37 million. This is a US$0.19 million increase over the 2025 year-end. Total current assets are US$30.14 million and total current liabilities are US$31.50 million. Management believes that its current liquidity, together with cash flows from operations and available credit facilities, will be sufficient to fund operating requirements for the next 12 months.
Outlook
The Company is focused on expanding sales in both domestic and export markets. We anticipate continued variability in freight rates, which may impact near-term margins. Strategic initiatives for Q2 2026 include:
| ● | Expansion of retail and distribution channels in Europe; | |
| ● | Aggressively pursuing future additional OEM business with strategic business partners; | |
| ● | Continued growth of KBS Graphite Shafts | |
| ● | Growth of the KBS Open leading to additional exposure in Asia; and | |
| ● | Implementation of additional cost control measures to maintain margins. |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of applicable securities laws, including, without limitation, statements regarding future performance, market conditions, and strategic initiatives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, including, but not limited to, foreign exchange fluctuations, changes in market demand, competitive pressures, and other factors beyond the Company’s control. Actual results may differ materially from those projected.
All forward-looking statements included in this report are made only as of the date of this report, and, except as required by law, the Company assumes no obligation to revise or update any forward-looking statements made by the Company as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.