UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~March 2025

Commission File Number: 001-42475

FST Corp.

(Registrant’s Name)

No. 3, Gongye 1st Rd., Minxiong Township

Chiayi County 621018, Taiwan ~~+886 5221-2555~~

(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 ☐

~~Closing~~ Board Approval of ~~Business~~the ~~Combination~~Share Transfer Agreement

~~As previously~~FST ~~announced~~Corp. by (the “Company ~~(defined below~~”) previously ~~and~~announced ~~Chenghe~~that, ~~(defined below)~~ on ~~December~~January 2215, ~~2023~~2025, ~~and~~FST asMerger ~~described in greater detail in the proxy statement/prospectus included in the Registration Statement on Form F-4~~Ltd., ~~which~~a ~~was~~Cayman ~~filed~~Islands byexempted ~~the~~company ~~Company~~ with ~~the~~limited ~~Securities and~~liability ~~Exchange Commission (the “SEC”)~~ and ~~declared~~a ~~effective by the SEC on December 3, 2024 (the “Form F-4”), and~~direct ~~the~~wholly ~~definitive~~owned ~~proxy~~subsidiary ~~statement~~of ~~filed by Chenghe with~~ the ~~SEC~~Company ~~on December 3, 2024~~ (~~the~~ “Merger ~~Proxy Statement~~Sub”), ~~which~~merged ~~is incorporated~~with ~~herein~~and byinto ~~reference,~~ Chenghe Acquisition I Co., a Cayman Islands exempted company with limited liability (“Chenghe”) ~~entered~~ ~~into a Business Combination Agreement, dated as of December 22, 2023,~~ with ~~FST~~Chenghe ~~Corp.,~~being ~~a Cayman Islands exempted company with limited liability (~~the ~~“Company”),~~surviving ~~FST Merger Ltd., a Cayman Islands exempted~~ company ~~with limited liability~~ and as a direct ~~wholly~~, wholly-owned subsidiary of the Company ~~(“Merger Sub”)~~, ~~and~~pursuant ~~Femco~~to ~~Steel~~that ~~Technology~~certain ~~Co.,~~Business ~~Ltd.~~Combination ~~(“Femco”)~~Agreement, adated ~~company limited~~as ~~by shares incorporated and in existence under the laws~~ of ~~Taiwan~~December ~~with~~22, ~~uniform~~2023 ~~commercial number of 04465819~~ (the “Business ~~Combination~~ Combination Agreement”). ~~The~~and ~~transactions contemplated by~~ the ~~Business~~underlying ~~Combination~~transaction, ~~Agreement are referred to herein as~~ the “Business Combination.”), ~~Capitalized~~by ~~terms~~and ~~used~~among ~~but not otherwise defined in this section shall have~~ the ~~meanings~~Company, ~~given~~Chenghe, toMerger ~~such~~Sub, and ~~terms~~Femco bySteel ~~the Business~~Technology ~~Combination~~Co., ~~Agreement~~Ltd. (“Femco”).

Pursuant to the Business Combination Agreement, ~~(i) at~~ the ~~Closing~~Company ~~Date,~~acquired ~~each~~at ~~SPAC~~least ~~Unit~~90% ~~outstanding~~of ~~immediately~~all ~~prior~~issued toand ~~the~~outstanding ~~Closing~~shares ~~Date~~in ~~was automatically detached, and~~ the ~~holder~~capital ~~thereof was deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2)~~ of aFemco ~~SPAC Warrant~~ in ~~accordance~~exchange ~~with~~for ~~the~~ordinary ~~terms~~ shares of the ~~applicable~~Company ~~SPAC~~on ~~Unit;~~or ~~(ii) each SPAC Class B Ordinary Share that was issued and outstanding immediately~~ prior to the ~~Closing~~closing ~~Date~~of ~~was~~the ~~automatically~~Business ~~converted~~Combination. ~~into~~On ~~one~~March ~~(1)~~10, ~~SPAC~~2025, ~~Class A Ordinary Share in accordance with~~ the ~~terms~~board of ~~the~~directors ~~SPAC Articles~~of ~~(such automatic conversion,~~ the ~~“SPAC~~Company ~~Class~~unanimously approved Ba ~~Conversion”);~~proposed ~~(iii)  each~~share ~~SPAC~~transfer ~~Class~~agreement Awith ~~Ordinary~~Femco ~~Share~~ (~~which, for~~ the ~~avoidance~~“Share ofTransfer ~~doubt~~Agreement”), ~~includes~~whereby the ~~SPAC~~Company ~~Class~~will ~~A Ordinary Shares (A) issued in connection with~~ acquire the ~~SPAC~~remaining ~~Class~~0.66% ~~B Conversion and (B) held as a result~~ of the ~~unit separation) that was~~ issued and outstanding ~~was~~shares, ~~cancelled~~a intotal ~~exchange~~of ~~for~~359,804 ~~the~~shares, ~~right~~of toFemco ~~receive~~(the ~~one~~“Remaining (1Shares”) ~~CayCo~~for ~~Ordinary~~consideration ~~Share;~~in ~~and~~cash ~~(iv)  each~~to ~~SPAC~~be ~~Warrant~~paid ~~that~~by ~~was~~the ~~outstanding~~Company ~~and~~of ~~unexercised~~NTD23.75 ~~was~~per ~~converted~~share ~~into~~of ~~and~~Femco ~~become the right~~ to ~~receive a CayCo Warrant, which is on~~ the ~~same~~rest ~~terms~~of ~~and conditions as~~ the ~~applicable~~shareholders ~~SPAC~~of ~~Warrant.~~Femco ~~Unless~~who ~~otherwise~~will ~~defined~~not ~~herein, capitalized~~elect ~~terms~~their ~~used~~dissenting ~~herein~~right ~~are defined in the Business Combination Agreement~~(“Shareholders”).

OnThe ~~January~~Share ~~15,~~Transfer ~~2025~~Agreement and the transaction contemplated therein (the “~~Closing Date~~Transaction”) will be governed by and conducted in accordance with the Taiwan Business Mergers and Acquisitions Act, pursuant to which the ~~Business~~Share ~~Combination~~Transfer Agreement, ~~Merger~~will ~~Sub~~be ~~merged~~binding ~~with~~to the Shareholders and ~~into~~the ~~Chenghe~~Remaining Shares will be mandatorily transferred to the Company in exchange for the consideration at closing, provided ~~with~~that ~~Chenghe~~Shareholders ~~being~~who elect their dissenting right will not be bound by the ~~surviving~~Share ~~company~~Transfer Agreement, and astheir ashares ~~direct~~will be repurchased and cancelled by Femco. After the completion of the Transaction, ~~wholly~~Femco will become a wholly-owned subsidiary of the Company,. ~~and~~The ~~Chenghe~~consummation of ~~changed~~the ~~its~~Transaction ~~name~~is subject to, ~~“FST~~among others, the approval of the Department of Investment Review of the Ministry of Economic Affairs ~~Ltd~~of Taiwan.”.

The foregoing description of the ~~Business~~Share ~~Combination~~Transfer Agreement contained in this Report does not purport to be complete and is qualified in its entirety by the text of the ~~Business~~Share ~~Combination~~Transfer Agreement, which ~~was~~will ~~filed~~be asincluded ~~part~~in offuture ~~the~~filings ~~Merger~~of ~~Proxy Statement (as Annex A thereto and as Exhibit 2.1 to~~ the Company’s ~~Form~~with ~~F-4~~the ~~in connection therewith), and as Exhibit 2~~U.1S. ~~to Chenghe’s Current Report~~Securities ~~on Form 8-K filed on January 15, 2025,~~ and ~~which~~Exchange isCommission ~~incorporated~~(the ~~by reference herein~~“SEC”).

The CayCo Ordinary Shares commenced trading on the Nasdaq Global Market under the symbol “KBSX” on January 16, 2025.

Board of Directors and Management of the Company

The Company’s directors and executive officers after the closing of the Business Combination are described in the section entitled “Management of CayCo After the Business Combination” beginning on page 268 of the Company’s Form F-4, and that information is incorporated herein by reference. In connection with the Business Combination, the following directors described therein constitute the entire board of directors of the Company:

David Chuang

Kerry Lin Liu

Shintaro Tanahara

Nick Pin-Chia Chen12345

Alan Yu-Cheng Li1236

Huoy-Ming Yeh

Richard Qi Li123

1	Member of Audit Committee
2	Member of Compensation Committee
3	Member of Nominating Corporate and Governance Committee
4	Chairperson of Audit Committee
5	Chairperson of Compensation Committee
6	Chairperson of Nominating Corporate and Governance Committee

Amendment to Memorandum and Articles of Association

In connection with the closing of the Business Combination, the Company passed by special resolution an amended and restated memorandum and articles of association (the “Amended M&A”) under Cayman Islands law. The material terms of the Amended M&A and the general effect upon the rights of holders of our capital shares are included in the Company’s Form F-4 under the sections entitled “Description of Securities – Securities of CayCo” and “Comparison of Shareholder Rights” beginning on page 295 and page 304, respectively, which are incorporated by reference herein.

The foregoing description of the Amended M&A is a summary only and are qualified in its entirety by reference to the Amended M&A, a form of which was filed as Annex B and as Exhibit 3.2 to the Company’s Form F-4 in connection therewith, and which is incorporated by reference herein.

Related Agreements

Assignment, Assumption and Amendment Agreement

Immediately prior to the consummation of the Business Combination, the Company, Chenghe, and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”), pursuant to which Chenghe assigned to the Company all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 24, 2022 (as amended from time to time), by and between Chenghe and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among other things, reflect the assumption of the SPAC Warrants by the Company as described above.

The foregoing description of the Assignment, Assumption and Amendment Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment, Assumption and Amendment Agreement, a form of which was filed as Exhibit 4.7 to the Company’s Form F-4 in connection therewith. The Assignment, Assumption and Amendment Agreement was filed as Exhibit 10.1 to Chenghe’s Current Report on Form 8-K filed on January 15, 2025, and which is incorporated by reference herein.

Lock-Up Agreement

On the Closing Date, the Company, certain shareholders of Femco listed thereto (the “Company Holders”) and certain other persons listed thereto (the “Sponsor Key Holders”, and together with the Company Holders, the “Holders”) entered into a lock-up agreement (the “Lock-up Agreement”). Pursuant to the Lock-up Agreement, each Holder agrees to not transfer any Lock-Up Shares (as defined in the Lock-Up Agreement) for a period of six (6) months after the Closing Date, with certain exceptions and carveouts.

The foregoing description of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-up Agreement, a form of which was filed as Annex E and as Exhibit 10.4 to the Company’s Form F-4 in connection therewith, and which is incorporated by reference herein.

Investor Rights Agreement

On the Closing Date, Chenghe, the Company, Femco and other parties listed thereto entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, (i) the Company will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act, and the holders party thereto, subject to certain requirements and customary conditions, will be granted customary demand and piggyback registration rights, and (ii) each party to the Investor Rights Agreement agrees to cause (x) the Company’s board of directors to be comprised of five (5) directors (subject to increase by unanimous resolutions of the board of directors from time to time), (y) one (1) of such directors should be nominated by the Sponsor and (z) as long as the Sponsor Parties (as defined therein) beneficially own any CayCo Ordinary Shares, the Company shall take all necessary actions to cause the individuals nominated by the Sponsor for election as directors to be elected as directors..

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Investor Rights Agreement, a form of which was filed as Annex F and as Exhibit 10.5 to the Company’s Form F-4 in connection therewith. The Investor Rights Agreement was filed as Exhibit 10.2 to Chenghe’s Current Report on Form 8-K filed on January 15, 2025, and which is incorporated by reference herein.

Cautionary Note Regarding Forward-Looking Statements

Some of the information contained in this Report, or incorporated by reference herein, constitutes “forward-looking statements” within the definition of the Private Securities Litigation Reform Act of 1995. These statements can be identified by forward-looking ~~words~~ words such as “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” or similar words. Investors should read statements that contain these words carefully because they: discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information.

●The Company ~~discuss~~believes ~~future~~it is important to communicate its expectations; ●to ~~contain~~its ~~projections~~shareholders. ofHowever, there may be events in the future ~~results~~that management of ~~operations~~the Company is not able to predict accurately or ~~financial~~over ~~condition;~~which they have no control. The cautionary language contained in this Report and incorporated herein by reference involves a number of risks, uncertainties and assumptions, and actual results or ●events ~~state~~may differ ~~other~~materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to the factors discussed under the “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Company Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the proxy statement/prospectus included in the Registration Statement on Form F-4, which was filed by the Company with the SEC and declared effective by the SEC on December 3, 2024, which sections are incorporated herein by reference. Accordingly, undue reliance should not be placed on these forward-looking” ~~information~~statements. The Company undertakes no obligation to revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports that the Company will file from time to time with the SEC after the date of this Report.

We believe it is important to communicate our expectations to its shareholders. However, there may be events in the future that our management is not able to predict accurately or over which we have no control. The cautionary language contained in this Report and incorporated herein by reference, involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to the factors discussed under the “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Company Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections beginning on pages 67, 109, and 253, respectively, of the Company’s Form F-4, which sections are incorporated herein by reference. Accordingly, undue reliance should not be placed on these forward-looking statements. We undertake no obligation to revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports that the Company will file from time to time with the SEC after the date of this Report.1

Financial Statements and Exhibits.

The following are exhibits herewith:

Exhibit No.		Description
99.1		Press Release Dated January 15, 2025.

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, ~~hereunto~~ thereunto duly authorized.

	FST Corp.
Date: January 21, 2025	By:	/s/ David Chuang
Date: March 12, 2025	By:	/s/ David Chuang
	Name:	David Chuang
	Title:	Chief Executive Officer and Chairman of the Board

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