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                             November 1, 2021

       John Chen
       Executive Chairman
       FGI Industries Ltd.
       906 Murray Road
       East Hanover, NJ 07869

                                                        Re: FGI Industries Ltd.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 4,
2021
                                                            File No. 333-259457

       Dear Mr. Chen:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 30, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Prospectus Cover Page, page i

   1.                                                   We note your response
to comment one. Please revise to disclose prominently on the
                                                        prospectus cover page
that you are not a Chinese operating company but a Cayman
                                                        Islands holding company
with operations conducted by your subsidiaries and that this
                                                        structure involves
unique risks to investors. Also, in response to comment one you
                                                        disclosed to us that
you do not own any manufacturing facilities. Please tell us whether
                                                        you hold any interests,
directly or indirectly, with your manufacturers including
                                                        through operations
conducted by your subsidiaries.
   2.                                                   We note your response
to prior comment three. Please revise the chart on page eight to
                                                        disclose the domicile
of Foremost Groups Ltd., and the missing percentages of voting and
 John Chen
FirstName LastNameJohn   Chen
FGI Industries Ltd.
Comapany 1,
November   NameFGI
             2021 Industries Ltd.
November
Page 2    1, 2021 Page 2
FirstName LastName
         economic interests.
Prospectus Summary, page 2

3.       We note your response to prior comment five. Please state
affirmatively whether you have
         received all requisite permissions from the CSRC, CAC or any other
entity that is required
         to approve your or your subsidiaries' operations and whether any
permissions have been
         denied.
4.       We note your response to prior comment six and that you do not derive
revenues from
         China, but FGI China pays salaries and related business expenses for
certain China-based
         employees. Revise your disclosures to describe how you fund the costs
incurred by FGI
         International and/or FGI China. Describe if the payments are in U.S.
dollars and the form
         of the transfer, for example, loans, capital contributions or dividend
distributions.
         Disclose if you plan to or anticipate transferring cash or other
assets from your Chinese
         subsidiaries to any non-Chinese entities and describe each of the
limitations on any capital
         contributions to these subsidiaries and dividends and distributions
from these subsidiaries.

Prospectus Summary
Summary Financial Data, page 12

5.       We note your disclosure of free cash flow and free cash flow
conversion. Please revise to
         also disclose the comparable GAAP measures with equal or greater
prominence. Refer to
         Item 10(e)(1)(i)(A) of Regulation S-K and footnote 27 of SEC Final
Rule Release Number
         33-8176, Conditions for Use of Non-GAAP measures.
Risk Factors, page 13

6.       We note your response to prior comment eight and your disclosure of
your subsidiaries in
         Hong Kong and China. Please revise to separately highlight the risk
that the Chinese
         government may intervene or influence your operations at any time,
which could result in
         a material change in your operations and/or the value of your ordinary
shares. Also, given
         recent statements by the Chinese government indicating an intent to
exert more oversight
         and control over offerings that are conducted by foreign investment in
China based
         issuers, acknowledge the risk that any such action could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures, page 57

7.       We note that you reconcile free cash flow to net cash provided by
(used in) operating
         activities. Considering your disclosures that free cash flow
represents a non-GAAP
         performance measure, please instead reconcile it to net income, the
most directly
 John Chen
FGI Industries Ltd.
November 1, 2021
Page 3
         comparable GAAP measure. Refer to item (10)(e)(i)(B) of Regulation
S-K.
        You may contact Melissa Gilmore, Staff Accountant at (202) 551-3777 or
Andrew
Blume, Staff Accountant at (202) 551-3254 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Jay Ingram, Legal Branch Chief at (202) 551-3345 with any other
questions.



FirstName LastNameJohn Chen                                Sincerely,
Comapany NameFGI Industries Ltd.
                                                           Division of
Corporation Finance
November 1, 2021 Page 3                                    Office of
Manufacturing
FirstName LastName