Item 1.01. Entry into a Material Definitive Agreement.

On January 27, 2022, FGI Industries Ltd. (the "Company") closed its initial public offering ("IPO") of 2,500,000 units ("Units"), each consisting of (i) one ordinary share, $0.0001 par value per share, of the Company (the "Shares"), and (ii) one warrant of the Company (the "Warrants") entitling the holder to purchase one Share at an exercise price of $6.00 per Share. The Warrants are immediately exercisable upon issuance and are exercisable for a period of five years after the issuance date. The Shares and Warrants were issued separately in the offering, and may be transferred separately immediately upon issuance. The underwriters exercised in full their option to purchase up to an additional 375,000 Warrants. The Units were sold at a price of $6.00 per Unit, and the Company estimates the net proceeds from the IPO to be $12.5 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the IPO, the Company issued to the representative of the underwriters a warrant to purchase an aggregate of 50,000 Shares. A form of Representative's Warrant is attached as Exhibit 4.1 hereto and incorporated herein by reference.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-259457) of the IPO, initially filed with the U.S. Securities and Exchange Commission on September 10, 2021, as amended:





   ? An Underwriting Agreement, dated January 25, 2022, by and between the
     Company and The Benchmark Company, LLC, as representative of the
     underwriters, a copy of which is attached as Exhibit 1.1 hereto and
     incorporated herein by reference.
   ? A Warrant Agent Agreement, dated January 27, 2022, by and between the
     Company and Continental Stock Transfer & Trust Company, a form of which is
     Exhibit 4.2 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the IPO of the Company, the Company amended and restated its memorandum and articles of association (the "Second Amended and Restated Memorandum and Articles of Association"). The Second Amended and Restated Memorandum and Articles of Association became effective on January 27, 2022. A description of the material terms of the Second Amended and Restated Memorandum and Articles of Association can be found in the section of the Company's Registration Statement on Form S-1 (File No. 333-259457) entitled "Description of Capital Stock," and such description is incorporated herein by reference. The descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Company's Second Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.




Item 8.01. Other Events.

A copy of the press release issued by the Company announcing the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.                                     Description
  1.1        Underwriting Agreement, dated January 25, 2022, by and between FGI
           Industries Ltd. and The Benchmark Company, LLC, as representative of
           the underwriters
  3.1        The Second Amended and Restated Memorandum and Articles of
           Association of FGI Industries Ltd.
  4.1        Form of Representative's Warrant (included in Exhibit 1.1)
  4.2        Form of Warrant Agent Agreement (incorporated by reference to
           Exhibit 4.4 to the Company's Registration Statement on Form S-1/A
           filed January 18, 2022)
  99.1       Press release issued January 25, 2022

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