Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2022, FGI Industries, Inc. ("FGI Industries"), a wholly owned subsidiary of FGI Industries Ltd. (the "Company"), entered into a Business Loan Agreement (the "Restated Credit Agreement") with East West Bank, which amended and restated FGI Industries' existing line of credit.

Under the Restated Credit Agreement, FGI Industries may borrow, from time to time, up to $18 million at an interest rate equal to, at its option, either (i) 0.25 percentage points less than the Prime Rate quoted by the Wall Street Journal or (ii) the SOFR Rate (as administered by CME Group Benchmark Administration Limited and displayed by Bloomberg LP) plus 2.20% per annum (in either case, subject to a minimum rate of 4.500% per annum). Borrowings under the Restated Credit Agreement have a maturity date of December 21, 2024. The Restated Credit Agreement remains secured by all of the assets of FGI Industries and is guaranteed by the Company and by Liang Chou Chen, who holds approximately 39% of the voting control of Foremost Groups Ltd., the Company's parent.

The Restated Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the FGI Industries, including, among other things, restrictions on indebtedness, liens, investments, continuity of operations and dividends and other distributions. The Restated Credit Agreement also contains financial covenants that require FGI Industries not to (i) exceed a maximum debt to tangible net worth ratio, (ii) fall below an effective tangible net worth floor or (iii) fall below a fixed charge coverage ratio.

The Restated Credit Agreement contains events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) non-payment of principal, non-payment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, payment cross-default to other material indebtedness, bankruptcy or insolvency events, failure by the collateral documents to create a valid and perfected security interest in any material portion of the collateral purported to be covered thereby, material judgment defaults and change of control as specified in the Restated Credit Agreement. If an event of default occurs, the maturity of amounts owed may be accelerated.

The foregoing description of the Restated Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Restated Credit Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number                                   Description
  10.1       Business Loan Agreement, by and between East West Bank and FGI
           Industries, Inc. (f/k/a Foremost Groups, Inc.), dated October 31, 2022
           but effective November 25, 2022.
  104      Cover Page Interactive Data File formatted in Inline XBRL.

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