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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For May 20, 2025
Commission File Number: 001-42508
FBS Global Limited
(Exact name of Registrant as Specified in its Charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
74 Tagore Lane, #02-00 Sindo Industrial Estate
Singapore 787498
Tel: +65 6285778
(Address of principal executive offices)
Kelvin Ang, Chief Executive Officer
+65-62857781
74 Tagore Lane, #02-00 Sindo Industrial Estate
Singapore 787498
(Name, Telephone, email and/or fax number and address of Company Contact Person)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 14, 2025, FBS Global Limited (“FBGL” and the “Company”) received a deficiency notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s ordinary shares (the “Ordinary Shares”) had been below the minimum of $1.00 per Ordinary Share required for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Rule”). The Notice has no immediate effect on the listing of the Ordinary Shares, which will continue to trade on The Nasdaq Capital Market under the symbol “FBGL” without interruption at this time.
In accordance with Nasdaq Listing Rules, the Company has 180 calendar days, or until November 10, 2025, to regain compliance with the Minimum Bid Price Rule. If at any time before November 10, 2025, the closing bid price of the Ordinary Shares is at least $1.00 per Ordinary Share for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance and the matter will be closed.
If the Company does not regain compliance with the Minimum Bid Price Rule by November 10, 2025, the Company may be eligible for an additional 180 day calendar period to regain compliance or be subject to delisting. To qualify for the additional time, the Company will be required to meet the continued listing requirements regarding the market value of publicly held Ordinary Shares and all other initial listing standards, except for the minimum bid price requirement. In addition, the Company will be required to notify Nasdaq of its intent to cure the deficiency by effecting a reverse stock split, if necessary, during the additional compliance period.
The Company intends to actively monitor the closing bid price for its Ordinary Shares and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule.
EXHIBITS
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, thereunto duly authorized.
| Date: May 20, 2025 | FBS GLOBAL LIMITED | |
| By: | /s/ Ang Poh Guan | |
| Name: | Ang Poh Guan | |
| Title: | Executive Director and Chief Executive Officer | |
Exhibit 99.1
FBS Global Limited Receives Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement
Ordinary shares will continue to trade on the Nasdaq Capital Market, and the Company’s listing on such exchange is not affected by the receipt of the Notice
SINGAPORE, May 20, 2025 – FBS Global Limited (NASDAQ: FBGL) disclosed that it had received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that FBGL is not currently in compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s ordinary shares (the “Ordinary Shares”) on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rules (the “Minimum Bid Price Requirement”). The Notice indicated that the Company has 180 days, or until November 10, 2025 (the “Compliance Deadline”), to regain compliance with the Minimum Bid Price Requirement by having the closing bid price of the Ordinary Shares meet or exceed $1.00 per Ordinary Share for at least ten consecutive business days.
The Notice has no immediate effect on the listing of the Company’s Ordinary Shares, which continue to trade on The Nasdaq Capital Market under the symbol “FBGL”. The Company intends to monitor the closing bid price of its Ordinary Shares and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement, including a reverse stock split (i.e., a share consolidation). If the Company does not regain compliance by the Compliance Deadline, the Company may be afforded an additional 180 calendar day period to regain compliance as provided by the Nasdaq Listing Rules.
About FBS Global Limited
The Company is a Singapore based green building contractor and an established interior fit-out specialist with a track record of over 20 years in institutional, residential, commercial and industrial building projects. As a green contractor focused on environmentally sound practices, the Company aim to bid tenders for green building projects, use green construction methods and green materials for our construction projects, including design, supply and installation of ceilings, partitions, timber deck, carpet, lead lining, acoustic wall paneling, built-in furniture as well as mechanical and electrical services of a building. Green construction methods and materials will lead to the reduction in energy, water and material resource usage in construction projects. and hence reduce the potential environmental impact. The Company also seek to use green materials that are made of recycled or recyclable materials and/or sustainably sourced materials.
Additional information about the Company is available at https://www.fbsglobal.com.sg.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
Contact:
FBS Global Limited
Tel: +65 6285778
Email: finebuild@singnet.com.sg
Exhibit 99.2
Sent via Electronic Delivery to: kelvin@finebuildsys.com.sg; chongye@finebuildsys.com.sg
May 14, 2025
Mr. Ang Poh Guan
Chief Executive Officer
FBS Global Limited
74 Tagore Lane, #02-00 Sindo Industrial Estate
Singapore 787498
| Re: | FBS Global Limited (the “Company”) |
| Nasdaq Security: Ordinary Shares | |
| Nasdaq Symbol: FBGL |
Dear Mr. Ang:
As we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.
If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed.2 Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below, in order to regain compliance.3
In the event the Company does not regain compliance, the Company may be eligible for additional time.4 To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.5
1 For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2 Listing Rule 5810(c)(3)(H) states in part, “Staff may, in its discretion, require a Company to satisfy the applicable Price-based Requirement for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.”
3 Listing Rule 5810(c)(3)(a)(iv) states “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.
4 Listing Rule 5810(c)(3)(A) states in part, “a Company will not be considered to have regained compliance with the bid price requirement if the Company takes an action to achieve compliance and that action results in the Company’s security falling below the numeric threshold for another listing requirement without regard to any compliance periods otherwise available for that other listing requirement. In such event, the Company will continue to be considered non- compliant until both: (i) the other deficiency is cured and (ii) thereafter the Company meets the bid price standard for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H).
5 At that time, the Company may appeal the delisting determination to a Hearings Panel.
Mr. Ang Poh Guan
May 14, 2025
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.6 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.7 Please note that if you do not make the required announcement trading in your securities will be halted.8
The following table summarizes the critical dates and information as related to this matter.
| Period below $1.00 bid price | Expiration of 180 calendar day compliance period | Public Announcement Due Date | Relevant Listing Rules | |||
|
April 1, 2025 to May 13, 2025 |
November 10, 2025 | May 20, 2025 |
5550(a)(2) – bid price 5810(c)(3)(A)9 – compliance period 5810(b) – public disclosure 5505 – Capital Market criteria |
Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact me at +1 202 573 4570.
Sincerely,
Nicholas Argauer
Listing Analyst
Nasdaq Listing Qualifications
6 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
7 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry.
8 Listing Rule IM-5810-1.
9 Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| ● | Board Composition and Committee Requirements | |
| ● | Governance Clearinghouse | |
| ● | Hearings Process | |
| ● | How to Transfer to Nasdaq Capital Market | |
| ● | Information about Application of Shareholder Approval Rules | |
| ● | Initial Listing Process | |
| ● | Listing Fees | |
| ● | Listing of Additional Shares Process | |
| ● | MarketWatch Electronic Disclosure Submissions | |
| ● | Nasdaq Listing Rules | |
| ● | Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |