Business Context and Reporting Period
This Form 6-K filing by FST Corp. covers the month of January 2026, with the report dated January 11, 2026. The company is a Cayman Islands exempted company that completed a business combination with Chenghe Acquisition I. Co. (SPAC) and Femco Steel Technology Co., Ltd. (FST). The filing primarily discloses the entry into a material definitive agreement regarding a prepaid share forward transaction.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a specific financial instrument.
- Transaction Type: Prepaid share forward transaction.
- Maximum Shares: Up to 3,000,000 Class A ordinary shares (or Company ordinary shares post-combination).
- Initial Price: Defined as the redemption price of the shares.
- Settled Shares: 100,000 "Commitment Shares" were settled on the Prepayment Date (closing of the Business Combination).
- Expense Cap: Reimbursement of legal fees and expenses is capped at $25,000.
Material Changes
The primary material change disclosed is the execution of Amendment No. 1 to the Share Forward Agreement on January 9, 2026. This amendment modifies the original agreement dated December 27, 2024, by extending the Valuation Date or Maturity Date.
- Original Maturity: 12 months after the closing of the Business Combination.
- Amended Maturity: 24 months after the closing of the Business Combination.
- Other Terms: All other aspects of the Share Forward Agreement remain in full force and effect.
Outlook, Risks, and Management Commentary
Management commentary is limited to the description of the Share Forward Agreement mechanics. The agreement involves a prepayment by the Company to the Seller (Harraden Circle Investors, LP and Harraden Circle Special Opportunities, LP) at the closing of the Business Combination.
- Settlement Mechanics: Except for the 100,000 Commitment Shares, the remaining shares settle two Exchange Business Days following the Maturity Date.
- Early Termination: The Seller has the option to terminate the transaction early, requiring a payment to the Counterparty based on the Reset Price.
- Redemption Rights: The Seller waived redemption rights regarding the shares in connection with the Business Combination, except under specific Additional Termination Events.
- Risks: The filing does not explicitly list general business risks, but the structure implies exposure to share price fluctuations between the Initial Price and the Reset Price at maturity or early termination.
Investor Verification Checklist
- Verify the exact closing date of the Business Combination to calculate the new 24-month Maturity Date.
- Confirm the total Prepayment Amount made to the Seller and the specific Initial Price (Redemption Price) used.
- Review the full text of the Share Forward Agreement (Exhibit 10.1) and Amendment No. 1 (Exhibit 10.2) for detailed definitions of "Reset Price" and "Additional Termination Events."
- Assess the impact of the extended maturity date on the company's future cash flow obligations and potential share dilution.
- Confirm the identity and relationship of the Seller (Harraden Circle entities) to the Company.