FST Corp 6-K, filed Aug 20, 2025
FST Corp. (KBSX)
About this 6-K
FST Corp filed this 6-K on August 20, 2025.
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 August
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 August 20, 2025, FST Corp. (the “Company”) released its unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025. 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 six months ended June 30, 2025 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 six months ended June 30, 2025. | |
| 99.2 | Management’s discussion and analysis of financial condition and results of operations for the six months ended June 30, 2025. | |
| 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: August 20, 2025 | 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 June 30, 2025 | As of December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Short-term investment | ||||||||
| Accounts receivable, net | ||||||||
| Current tax assets | ||||||||
| Inventories | ||||||||
| Amounts due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current Assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Long-term investment | ||||||||
| Right-of-use assets | ||||||||
| Deferred income tax assets | ||||||||
| Prepayment and other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Short-term bank loans | ||||||||
| Accounts payable | ||||||||
| Current lease liabilities | ||||||||
| Amounts due to related parties | ||||||||
| OET derivative liability | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current Liabilities | ||||||||
| Non-current liabilities | ||||||||
| Long-term bank loans | ||||||||
F-1
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Deferred tax liabilities | ||||||||
| Non-current lease liabilities | ||||||||
| Warrant liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary share (par value of US$ | ||||||||
| Share subscription receivable | ( | ) | ||||||
| Additional paid in capital | ||||||||
| Retained earnings | ( | ) | ||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Treasury Stock | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | ||||||||
F-2
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS (UNAUDITED)
(In U.S. dollars, except for share and per share data, or otherwise noted)
| For the Six Months Ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| 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 | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME | ||||||||
| Interest (expense) income, net | ( | ) | ( | ) | ||||
| Foreign exchange (loss) gain | ( | ) | ||||||
| Other income | ||||||||
| 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 (LOSS) INCOME | ( | ) | ||||||
| Less: net loss attributable to non-controlling interests | ||||||||
| Net (income) loss attributable to the Company’s shareholders | ( | ) | ||||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
| Earnings per share, basic and diluted | ( | ) | ||||||
F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
| For the Six Months Ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| 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 | ( | ) | ( | ) | ||||
| Disposal of property and equipment | ||||||||
| Purchase of long-term investments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bank borrowings | ||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ||||
| Payment of offering costs | ( | ) | ( | ) | ||||
| Buy back treasury shares | ( | ) | ||||||
| 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-4
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
For the six months ended June 30, 2025, the Company reported revenue of US$22.19 million, compared to US$17.82 million in the prior-year period, representing a 24.47% increase. The increase was primarily driven by growth in the OEM sales market.
The Company conducts its manufacturing activities in New Taiwan Dollars (“NTD”). During the first half of 2025, the NTD strengthened approximately 12.87% against the U.S. dollar, resulting in a foreign exchange loss of US$2.21 million, compared to a gain of US$0.96 million in the prior-year period. This foreign exchange impact negatively affected net income.
Results of Operations
| ● | Revenue – Revenue increased by US$4.36 million, or 24.47%, compared to the same period in 2024. The revenue increase reflects additional sales in the OEM business in both the steel and graphite lines. |
| ● | Gross Profit – Gross profit was US$10.21 million, or 46.0% of revenue, compared to US$7.74 million, or 43.4% of revenue, in the prior-year period. The increase in gross margin was attributable to additional sales in higher margin products as well as an increase in operational efficiency. |
| ● | Operating Expenses – SG&A and R&D expenses were US$11.74 million, an increase of US$3.35 million or 40.0% from the prior-year period, primarily due to increased personnel costs and higher marketing spend to support new product launches as well as US$1.75 million in one-time listing related expenses. |
| ● | Operating Income – Operating loss was US$1.52 million, compared to US$0.64 million in the prior-year period. When adjusting for one-time listing expenses, the Company would show Operating Income of US$0.22 million, or an improvement of US$0.87 million over the same prior-year period. |
| ● | Foreign Exchange Loss – The Company recorded a foreign exchange loss of US$2.21 million, compared to US$0.96 million gain in the prior-year period, driven by the NTD appreciation against the USD. |
| ● | OTE Derivative Loss – The Company recorded a loss of US$1.88 million on the unrealized loss on the change in the fair market value of a forward purchase agreement. |
Liquidity and Capital Resources
As of June 30, 2025, the Company had cash and cash equivalents of US$6.8 million, total current assets of US$29.32 million and total current liabilities of US$34.15 million. The Company 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
Management anticipates continued foreign exchange volatility in the second half of 2025. The Company is evaluating potential strategies to mitigate currency risk and is focused on expanding sales in both domestic and export markets. Strategic initiatives for the remainder of 2025 include:
| ● | Launch of a new product line in Q4 2025; |
| ● | Aggressively pursuing new additional OEM business with strategic business partners; |
| ● | Expansion of distribution channels in Southeast and East Asia as well as Europe; and |
| ● | Implementation of additional cost control measures to improve 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 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.