F-1/A: FBS Global Limited Files for IPO: Aiming to List on Nasdaq Under Symbol FBGL

FBS Global Limited, a Singapore-based green building contractor and interior fit-out specialist, has filed an amended registration statement for its initial public offering (IPO) on Nasdaq.

Summary

• FBS Global Limited, a Cayman Islands-incorporated holding company with operations in Singapore, is planning an initial public offering (IPO) of 1,875,000 ordinary shares.
• The company has applied to list its Ordinary Shares on Nasdaq under the symbol FBGL.
• The anticipated initial public offering price is between US$[4.00] and US$[5.00] per Ordinary Share.
• An additional 1,884,337 Ordinary Shares may be offered for potential resale by the Resale Prospectus Shareholders after the IPO.
• The company will not receive any proceeds from the resale of shares by the Resale Prospectus Shareholders.
• Upon completion of the offering, the company's issued and outstanding share capital will consist of 13,125,000 Ordinary Shares.
• Kelvin Ang, the controlling shareholder, will own approximately 71.4% of the outstanding Ordinary Shares after the offering, making the company a controlled company under Nasdaq rules.
• The company intends to use the net proceeds from the offering for expansion, research and development, mergers and acquisitions, and working capital.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's growth strategies and competitive strengths, it also acknowledges significant risks and a recent net loss. The IPO itself is a positive step, but the reliance on a controlling shareholder and potential market volatility temper the outlook.

Positives

• The company has an established track record of over 20 years in interior build outs.
• The company provides competent and experienced value engineering design solutions for its customers.
• The company has a proven track record for safety, quality and timely project execution.
• The company has an experienced and dedicated management and project team.

Negatives

• The company reported a net loss of S$535,235 (US$396,074) for the six months ended June 30, 2023.
• The company is dependent on the construction industry in Singapore and other countries which it operates in.
• The company is dependent on its major customers and any significant decrease in projects secured from them may affect its operations and financial performance.
• The company is subject to the risks of default or delays in the collection of its trade receivables.
• The company is reliant on the renewal of its existing registrations and licenses.
• The company is dependent on foreign workers and may face debarment from hiring, imposition of penalties, labor shortages or increased labor costs for its operations.
• The company is subject to a number of project execution risks, many of which are beyond its control.
• The company is dependent on its suppliers and subcontractors to fulfil their contractual obligations to it.

Risks

• An active trading market for the company's Ordinary Shares may not be established.
• The initial public offering price may not be indicative of prices that will prevail in the trading market.
• The trading price of the company's Ordinary Shares may be subject to rapid and substantial volatility.
• The sale or availability for sale of substantial amounts of the company's Ordinary Shares could adversely affect their market price.
• The company does not expect to declare dividends in the foreseeable future.
• Purchasers of shares in this offering will experience immediate and substantial dilution.
• The company's Amended Articles of Association contains anti-takeover provisions.
• The company is classified as an emerging growth company and a foreign private issuer, which may result in reduced reporting requirements.
• The company is a controlled company within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements.
• The company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
• Economic substance legislation of the Cayman Islands may adversely impact the company or its operations.
• The company will incur significantly increased costs and devote substantial management time as a result of the listing of its Ordinary Shares on the Nasdaq.
• Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Company Accounting Act (HFCAA) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

Future Outlook

The company's business growth strategy is to provide green and sustainable building solutions through offering a full spectrum of environmentally-focused services, products and project management for its customers building projects in Singapore. The company's core strategy remains focused on creating opportunities for growth through winning green project mandates, driving internal operational improvements and maintaining a high-performance firm culture.

Industry Context

The document highlights the increasing popularity and prevalence of green buildings globally, including in Singapore, where both consumer demand and government regulations are pushing for more sustainable building projects by 2030.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the IPO and the volatility of the share price.
• Employees may benefit from the company's expansion plans and growth strategies.
• Customers may benefit from the company's focus on green and sustainable building solutions.
• Suppliers and subcontractors may see increased business opportunities as the company expands.

Next Steps

• The company needs to secure the listing of its Ordinary Shares on the Nasdaq Capital Market.
• The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about [], 2024.
• The company intends to use the net proceeds from this offering to expand its existing locations, for research and development, for M&A projects, partnerships and future business development, and for working capital and general corporate purposes.

Key Dates

Keywords

IPO, initial public offering, FBS Global Limited, Nasdaq, FBGL, ordinary shares, green building, interior fit-out, Singapore, construction, Kelvin Ang, Resale Prospectus Shareholders