F-1: FBS Global Seeks $5M-$10M in Nasdaq Public Offering

Singapore-based green building contractor FBS Global Limited registers for a public offering of up to 40 million ordinary shares at a discounted price of $0.25 per share on Nasdaq.

Summary

• FBS Global Limited, a Cayman Islands holding company operating through its Singapore subsidiary Finebuild Systems Pte. Ltd. (FBS SG), is an integrated engineering company specializing in green building construction and interior fit-out services.
• The company is offering a minimum of 20,000,000 and a maximum of 40,000,000 ordinary shares at an offering price of US$0.25 per share on the Nasdaq Capital Market under the symbol FBGL.
• The offering price represents a significant discount to the last reported sale price of US$0.71 per share on Nasdaq as of September 18, 2025.
• Net proceeds from the offering are expected to be approximately $5 million (minimum) to $10 million (maximum), after deducting placement agent fees and estimated offering expenses.
• Proceeds will be used for business expansion, working capital, and other general corporate purposes.
• The company reported a net loss of S$814,366 (US$610,775) for the year ended December 31, 2024, a significant decrease from a net income of S$4,685 in 2023.
• Revenue decreased by 36.5% from S$21,810,317 in 2023 to S$13,847,548 (US$10,385,661) in 2024, primarily due to fewer new projects and delays in the commencement of a major ICA project.
• For the six months ended June 30, 2025, the company reported a net income of S$243,980 (US$185,425), a substantial increase from S$24,664 in the same period of 2024, despite a 5.9% decrease in revenue to S$7,844,606 (US$5,961,901).
• The company identified three material weaknesses in its internal control over financial reporting as of December 31, 2024, including insufficient accounting personnel, lack of formal internal control policies, and inadequate IT process procedures.
• FBS Global is an emerging growth company and a foreign private issuer, allowing for reduced reporting requirements and certain corporate governance exemptions.

Sentiment

Score: 4

Explanation: While the company operates in a growing 'green building' sector and shows improved H1 2025 net income, the significant revenue decline and net loss in 2024, coupled with identified material weaknesses in internal controls and the substantial discount in the offering price relative to the current market price, indicate considerable operational and financial challenges and risks. The Nasdaq delisting risk further adds to the negative sentiment.

Positives

• Established track record of over 20 years in interior build-outs, with experience in a wide range of project types including specialized hospital projects.
• Strong focus on green and sustainable building solutions, with a track record of 29 projects receiving BCA Green Mark Awards.
• Experienced and dedicated management and project team, with executives having over 20 years of industry experience.
• Obtained various quality and safety certifications, including ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, and bizSAFE Level Star.
• Anticipates an increase in revenue in Q3 2025 due to the commencement of the SGD 26 million ICA project and two other recently awarded contracts totaling approximately SGD 30 million.
• Net income for the six months ended June 30, 2025, significantly increased to S$243,980 (US$185,425) from S$24,664 in the prior year period.
• Positive working capital of S$5,708,922 (US$4,338,783) as of June 30, 2025, reversing a deficit from December 31, 2024.
• Successful completion of an Initial Public Offering (IPO) on February 7, 2025, raising approximately $8.8 million in net proceeds.
• Entered into a research and development agreement on February 18, 2025, to develop processes and materials for paint coating steel structures for fire protection.
• Expanded operations into Hong Kong, Macau, and PRC through the acquisition of Bright Bless Developments Limited and EFMK Supplies Limited in March 2025.

Negatives

• Significant decrease in total revenue by 36.5% from S$21,810,317 in 2023 to S$13,847,548 (US$10,385,661) in 2024.
• Reported a net loss of S$814,366 (US$610,775) for the year ended December 31, 2024, compared to a net income of S$4,685 in 2023.
• Gross profit decreased by 52.7% from S$2,644,840 in 2023 to S$1,250,076 (US$937,557) in 2024, with gross profit margin declining from 12.1% to 9.0%.
• Working capital deficit of S$1,457,108 (US$1,092,831) as of December 31, 2024.
• The public offering price of US$0.25 per share is a significant discount to the last reported Nasdaq sale price of US$0.71 per share as of September 18, 2025, potentially causing immediate negative impact on market price and significant dilution for existing shareholders.
• The company's Ordinary Shares trade at a price less than $1.00 per share, risking delisting from the Nasdaq Capital Market, with a compliance deadline of November 10, 2025.
• High dependence on foreign workers (approximately 3/4ths of the workforce), exposing the company to risks of labor shortages, increased costs, and debarment from hiring due to non-compliance with regulations.
• Reliance on major customers, with the top two customers contributing 24% and 22% of revenue in 2024, and a significant decrease in projects secured from them could affect financial performance.
• Subject to risks of default or delays in the collection of trade receivables, particularly from private customers, and retention monies.
• Material weaknesses in internal control over financial reporting identified as of December 31, 2024, including insufficient accounting personnel, lack of formal internal control policies, and inadequate IT process procedures.
• The CEO, Kelvin Ang, holds approximately 75.3% of issued shares, allowing him to exercise significant control over corporate matters, which may not always align with other shareholders' interests.
• Received composition fines from MOM for non-compliance with foreign worker accommodation rules in March 2016 (S$4,000) and January 2017 (S$8,000), and from NEA for mosquito breeding at a worksite in April 2016 (S$2,000).

Risks

• Dependence on the construction industry in Singapore and other operating countries, which is subject to cyclical fluctuations, economic conditions, and government initiatives.
• Dependence on major customers, with no assurance of continued invitations for tenders or favorable contract terms.
• Risks of default or delays in the collection of trade receivables, especially from private customers, and delays in the release of retention monies.
• Reliance on the renewal of existing registrations and licenses (e.g., BCA workhead gradings CR06 L5 and CW01 B2 expiring July 1, 2025).
• Dependence on foreign workers, facing potential debarment from hiring, imposition of penalties, labor shortages, or increased labor costs due to strict regulations and quotas.
• Subject to project execution risks, including delays due to manpower/material shortages, subcontractor issues, accidents, adverse weather, leading to increased costs and liquidated damages.
• Dependence on suppliers and subcontractors to fulfill contractual obligations, with risks of price increases, quality issues, or non-performance.
• Risks associated with the quality of works, potentially leading to reworks, additional costs, customer claims, and reputational damage.
• Short-term revenue and profitability may not be indicative of long-term results due to the non-recurring, project-based nature of the business.
• Operates in a highly competitive industry with many contractors, potentially leading to aggressive pricing and difficulty securing contracts.
• Lack of effective internal controls over financial reporting, which may affect the ability to accurately report financial results or prevent fraud.
• The CEO's substantial ownership (75.3%) may allow control over shareholder votes and corporate actions, potentially conflicting with other shareholders' interests.
• Subject to compliance with and changes in regulatory requirements and codes (e.g., licensing, employment, safety, environmental protection).
• Cash flows may fluctuate due to payment practices (initial net cash outflows) and foreign currency exchange rates (SGD to USD).
• Required by customers to arrange performance bonds or bankers' guarantees, which can tie up capital or lead to liabilities if contractual obligations are defaulted.
• Potential for litigation, claims, or other disputes from customers, suppliers, subcontractors, or employees (e.g., work injury compensation).
• May not be able to successfully implement future plans and strategies, including business expansion and joint ventures, due to various factors like funding availability, government policies, and competition.
• Insurance coverage may not be sufficient to cover all losses or potential claims, and premiums may increase.
• Affected by macroeconomic, political, social, and other factors beyond control in Singapore and other operating countries, including inflation, which could increase material and labor costs.
• Exposure to risks of infringement of intellectual property rights and unauthorized use of trademarks by third parties.
• Geopolitical conditions, including acts of war or terrorism, could adversely affect operations and financial results, though not currently impacted by Russia-Ukraine or Middle East conflicts.
• The offering requires a minimum of $5,000,000 to close by December 1, 2025 (extendable by 10 days), and failure to raise this amount will result in termination and refunds to investors.
• Even if the minimum is raised, the capital may be insufficient for business plans, requiring additional financing which may not be available on favorable terms.
• An active trading market for Ordinary Shares may not continue, and the trading price may fluctuate significantly, potentially leading to loss of investment.
• Share price has been volatile (high of $5.45, low of $0.4420 since IPO), and the offering at a significant discount ($0.25 vs $0.71) may cause immediate decline and dilution.
• Risk of delisting from Nasdaq Capital Market due to bid price below $1.00.
• No guarantee of future dividends.
• Broad discretion in the use of offering proceeds by management.
• As a holding company, dependent on income from subsidiaries for distributions and dividends.
• Future share incentives may increase compensation expenses and dilute shareholder interest.
• Future financing may cause dilution or place restrictions on operations.
• Management team lacks experience in managing a U.S.-listed company and complying with related laws, potentially diverting attention and increasing costs.
• Public company status may put the company at a disadvantage to private competitors due to disclosure obligations and compliance costs.
• Risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. investors.
• Subject to changing laws and regulations regarding regulatory matters, corporate governance, and public disclosure, increasing costs and non-compliance risks.
• Securities analysts may not publish favorable research or any information, affecting stock price and trading volume.

Future Outlook

The company intends to use the net proceeds from this offering for business expansion, working capital, and other general corporate purposes. Its growth strategy focuses on winning green project mandates, driving internal operational improvements, and maintaining a high-performance firm culture. The company plans to capitalize on key growth vectors like decarbonization, improved indoor air quality, and smart buildings by leveraging its existing portfolio and expanding green building materials. It also intends to explore regional expansion into ASEAN countries (Malaysia, Indonesia, Brunei) through joint ventures and invest in supply chain vertical integration within existing markets. The company anticipates an increase in revenue in Q3 2025, assuming the timely continuance of the ICA project and two other recently awarded contracts totaling approximately SGD 30 million. Additionally, it is collaborating on research and development for paint coating steel structures for fire protection.

Management Comments

• We strongly believe that sustainability in both business and the environment is the only way to responsibly move forward.
• We intend to lead the way in developing and implementing more sustainable building materials and practices.
• We believe that our comprehensive and diversified experiences well-position us to undertake a broad range of forward looking green civil engineering and infrastructure construction projects.
• We believe that, in addition to this depth of experience and specialized technical staff, our innovative ideas, productivity, and efficiency set us apart from our competition and allow us to be poised to provide cutting edge construction and engineering services in furtherance of sustainability.
• Management is of the opinion that we have sufficient funds to meet its working capital requirements and debt obligations as they become due.

Industry Context

Singapore is at the forefront of green building development among ASEAN nations, with its Green Mark Scheme widely adopted. Buildings account for nearly 40% of Singapore's total electricity consumption and over 20% of its greenhouse gas emissions. The government targets 80% of buildings to obtain Green Mark certification by 2030, indicating substantial demand growth for green building solutions. Singapore's construction demand is projected to remain strong in 2025, with a total value of S$47 billion to S$53 billion (nominal), driven primarily by public sector projects such as Changi Airport Terminal 5, Marina Bay Sands expansions, and major transport, healthcare, and educational developments. The Building and Construction Authority (BCA) continues to emphasize productivity, workforce upskilling, and sustainable construction practices. The industry is also facing increased inflationary pressure on material and labor costs and bank loan rates.

Comparison to Industry Standards

• Our insurance coverage is adequate for our business operations and is in line with industry standards.
• Our average trade receivables turnover days are generally in line with the credit terms extended to our customers.
• The construction industry, including the interior fitting-out works segment, in which we operate, is competitive, and some competitors (e.g., Dong Jian (Singapore) Pte Ltd, Top Plasterceil Pte Ltd, Lincotrade & Associates Pte Ltd) may have more manpower, resources, higher gradings, or stronger track records.

Management Changes

Corporate Governance

Legal Proceedings

• A claim filed in August 2021 by Newspaper Seng Pte Ltd against FBS SG for approximately SGD 2.2 million regarding a land and building purchase and redevelopment. The case was settled on May 21, 2024, with both parties discontinuing claims and counterclaims.

Related Party Transactions

• Accounts receivable from Fine Build-Ninefold Group Construction Company (Private) Limited (JV, 30% owned by FBS SG) of SGD 837,648 (US$636,612) as of June 30, 2025, with a 100% allowance for credit loss due to COVID-19 impact.
• Other receivables from Fine Build-Ninefold Group Construction Company (Private) Limited (management service) of SGD 556,530 (US$422,963) as of June 30, 2025, with a 100% allowance for credit loss.
• Other receivables from Ang Poh Hwee (Project Director) of SGD 30,000 (US$22,800) as of June 30, 2025, for payment on behalf of a legal case.
• Due to Kelvin Ang (CEO and Executive Director) of SGD 30,772 (US$23,387) as of June 30, 2025.
• Rental of warehouse from 54 Pandan Road Pte Ltd (related company under common control with Kelvin Ang) for SGD 360,000 (US$273,600) for the six months ended June 30, 2025.
• Consultation fees paid to Fastfixs Systems Pte Ltd (related company under common control with Kelvin Ang) of SGD 200,000 (US$152,000) for the six months ended June 30, 2025.
• Supply of labor from Fastfixs Systems Pte Ltd of SGD 129,385 (US$98,333) for the six months ended June 30, 2025.
• Company guaranteed a 5-year commercial loan of SGD 200,000 from UOB Bank to Fastfixs Systems Pte Ltd on November 25, 2020.
• Company guaranteed a SGD 7,400,000 10-year commercial loan (letter of credit) from UOB Bank to 54 Pandan Road Pte Ltd on October 31, 2022, which has been fully drawn down.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the offering at a discounted price; risk of delisting from Nasdaq; CEO's concentrated ownership limits influence; no guarantee of future dividends; potential for losses due to stock price volatility.
• Employees: Dependence on foreign workers creates vulnerability to labor policy changes, shortages, and increased costs; workplace safety and health policies are in place; training plans are reviewed periodically.
• Customers: Company's established track record and certifications aim to ensure quality and timely project execution; dependence on major customers means changes in their project invitations can impact the company.
• Suppliers/Subcontractors: Company relies on them for materials and services; risks associated with their non-performance, late delivery, or poor quality; payment practices are subject to BCISPA regulations.
• Creditors: Company has bank borrowings and guarantees for related parties; liquidity and ability to meet debt obligations are dependent on operational cash flows and successful capital raises.

Next Steps

• Completion of the public offering, expected not later than two business days following the commencement of sales.
• Implementation of measures to improve internal control over financial reporting, including hiring qualified staff, providing U.S. GAAP training, and establishing formal internal control and IT processes.
• Actively monitor the closing bid price of Ordinary Shares and consider options to regain compliance with Nasdaq's Minimum Bid Price Rule (deadline November 10, 2025).
• Business expansion, including capitalizing on green project mandates and exploring regional expansion into ASEAN countries (Malaysia, Indonesia, Brunei).
• Investment in supply chain vertical integration within existing markets (healthcare, commercial offices/campuses, educational, data centers).
• Investment in talent to build a diverse, solutions-oriented workforce.
• Continued collaboration on R&D for paint coating steel structures for fire protection.
• Timely continuance of the ICA project and commencement of two other recently awarded contracts (combined value of approximately SGD 30 million) to increase revenue in Q3 2025.
• Annual review of staff remuneration by the compensation committee.
• Potential granting of awards under the 2022 share incentive plan.

Key Dates

Recommendation

The company is undergoing a public offering at a significant discount to its current market price, which will cause substantial dilution for existing shareholders and could negatively impact the stock price. While the company has a strong position in the growing green building sector in Singapore and showed improved net income in H1 2025, the significant revenue decline and net loss in 2024, coupled with identified material weaknesses in internal controls and the risk of Nasdaq delisting, present considerable uncertainties. The future outlook depends heavily on successful project execution and market expansion, which are subject to various risks. For existing investors, holding may be prudent to observe the impact of the capital raise and the execution of strategic plans, but new investors should approach with caution given the inherent risks and recent financial performance.

Keywords

Singapore construction, green building, interior fit-out, engineering services, SEC F-1, Nasdaq, public offering, construction materials, corporate governance, risk management, financial reporting, sustainability, project management, foreign private issuer, emerging growth company, Cayman Islands