FGI FGI Industries Ltd

As Filed with the Securities and Exchange Commission on August 22, 2024

Registration Statement No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FGI Industries Ltd.

(Exact name of registrant as specified in its charter)

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906 Murray Road

East Hanover, NJ 07869

(973) 428-0400

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive office)

FGI INDUSTRIES LTD. 2021 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

John Chen

Executive Chairman

FGI Industries Ltd.

906 Murray Road

East Hanover, NJ 07869

(973) 428-0400

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Jonathan R. Zimmerman

Charles D. Lange

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 S. Seventh Street

Minneapolis, Minnesota 55402

(612) 776-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of FGI Industries Ltd. (the “Company”) to be offered under the Company’s 2021 Equity Incentive Plan (the “2021 Equity Plan”). The Company has earlier filed registration statements on Form S-8 (File No. 333-262353) relating to the 2021 Equity Incentive Plan (the “Earlier Registration Statement”).  Subject to Item 3 of Part II of this Registration Statement and except as modified or superseded herein, the contents of the Earlier Registration Statement is incorporated herein by reference. This Registration Statement is being filed by the Registrant to register the issuance of an additional 1,103,729 Ordinary Shares of the Registrant, which consist of Ordinary Shares that have become available for delivery with respect to awards under the 2021 Equity Incentive Plan pursuant to the share counting, share recycling and other terms and conditions of the 2021 Equity Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents are filed or incorporated by reference as part of this Registration Statement.

* Filed herewith.

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SIGNATURES AND POWER OF ATTORNEY

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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of East Hanover, State of New Jersey, on August 22, 2024.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints David Bruce and John Chen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated on August 22, 2024.

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EXHIBIT 5.1

Office:+852 2801 6066

Mobile:+852 9718 8740

Email:rthorp@tta.lawyer

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22 August 2024

Dear Sirs

FGI Industries Ltd.

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We have examined the Registration Statement on Form S-8 to be filed by FGI Industries Ltd., a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the United States Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the United States Securities Act of 1933, as amended, related to the offering by the Registrant of a certain amount of ordinary shares of the Registrant (the "Shares") for issuance pursuant to the FGI Industries Ltd. 2021 Equity Incentive Plan (the "Plan").  

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As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.

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It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the shareholders of the Registrant and by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan), and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and non-assessable.

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We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

Yours faithfully

/s/ Travers Thorp Alberga            

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TRAVERS THORP ALBERGA

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EXHIBIT 23.1

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Independent Registered Public Accounting Firm’s Consent

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We consent to the incorporation by reference in this Registration Statement of FGI Industries Ltd. on Form S-8 of our report dated March 26, 2024, with respect to our audits of the consolidated financial statements of FGI Industries Ltd. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 appearing in the Annual Report on Form 10-K of FGI Industries Ltd. for the year ended December 31, 2023.

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/s/ Marcum llp

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Marcum llp

Melville, NY

August 22, 2024

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EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

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FGI Industries Ltd.

(Exact Name of Registrant as Specified in its Charter)

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Table 1: Newly Registered Securities

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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on Form S-8 shall also cover any additional ordinary shares of FGI Industries Ltd. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock.

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(2) Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rule 457(c) and Rule 457(h) under the Securities Act using the average of the high and low sale prices of the common stock on August 20, 2024, as reported on the Nasdaq Capital Market.

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