Founder Group Ltd-A美股招股说明书(2026-05-28版)

This prospectus relates to resale from time to time by the selling shareholder identified in this prospectus (the “Selling Shareholder”)of up to 900,000 Class A ordinary shares, no par value per share (the “Class A Ordinary Shares”) of Founder Group Limited, a BVIbusiness company limited by shares incorporated and registered under the laws of the British Virgin Islands (“we,” “us,” “our,” or the“Company”) issuable upon the conversion of a secured convertible promissory note (the “Note”) which was issued in a privateplacement completed on December 11, 2025 (the “December 2025 Private Placement”) pursuant to that certain securities purchaseagreement dated December 11, 2025, by and between the Company and the Selling Shareholder (the “Purchase Agreement”), asfurther described below under “Prospectus Summary - Our Corporate History and Structure - The December 2025 Private Placement”on page [●] of this prospectus. Pursuant to the Purchase Agreement, the Company issued to the Selling Shareholder the Note in the original principal amount of$16,070,000, which included an original issue discount of $1,050,000 and transaction expenses amount of $20,000, and carried asimple interest rate of six percent (6%) per annum. The Note is convertible into the Company’s Class A Ordinary Shares at theconversion price equal to 82.5% of the lowest daily volume weighted average price during ten consecutive trading days immediatelypreceding the applicable measurement date. In the event that the conversion price is lower than $6.874, the Selling Shareholder has theright to have the applicable conversion amount paid in cash rather than conversion shares. We are not selling any of our Class A Ordinary Shares under this prospectus, and we will not receive any of the proceeds from the saleof Class A Ordinary Shares by the Selling Shareholder. We will bear all costs, expenses and fees in connection with the registration ofthe Class A Ordinary Shares. The Selling Shareholder will bear all commissions and discounts, if any, attributable to their respectivesales of the Class A Ordinary Shares. We will not receive any of the proceeds from the sale of the Class A Ordinary Shares by theSelling Shareholder. However, we received $15,000,000 in aggregate gross proceeds from the Selling Shareholder under the PurchaseAgreement, computed by deducting the $1,050,000 original issue discount and the $20,000 transaction expenses from the $16,070,000original principal amount. See “Plan of Distribution” and “Selling Shareholder” for additional information regarding the SellingShareholder. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “FGL”. On May 27, 2026, the closing saleprice of our Class A Ordinary Shares as reported by Nasdaq was $2.64 per share. Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning on page 4 to read about factors you should consider before buying our Class A Ordinary Shares. We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus and future filings, please read the disclosure titled “Implications of OurBeing an “Emerging Growth Company” beginning on page 1 of this prospectus for more information. We are a foreign private issuerwithin the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, we areexempt from certain provisions applicable to United States domestic public companies, and we intend to rely on such exemptions,please read the disclosure titled “Foreign Private Issuer Status” beginning on page 2 of this prospectus for more information. As of the date of this prospectus, Reservoir Link Energy Bhd. beneficially owns 5.37% of our issued and outstanding Class A OrdinaryShares and 21.45% of our issued and outstanding Class B Ordinary Shares; our Chief Executive Officer, Director, and Chairman of theBoard of Directors, Lee Seng Chi, beneficially owns 2.48% our issued and outstanding Class A Ordinary Shares and 55.71% of ourissued and outstanding Class B Ordinary Shares; our non-executive director, Thien Chiet Chai, beneficially owns 22.84% of our issuedand outstanding Class B Ordinary Shares. As a result, Reservoir Link Energy Bhd., Lee Seng Chi and Thien Chiet Chai beneficiallyown approximately 15.65%, 36.51% and 14.60% respectively, of the aggregate voting power of our issued and outstanding shares.Reservoir Link Energy Bhd., Mr. Lee Seng Chi and Mr. Thien Chiet Chai have not entered into any voting agreement or otherarrangement with respect to the voting or disposition of our shares and, to our knowledge, do not otherwise act together for purposesof exercising control over the Company. As such, we will not be deemed a “controlled company” under Nasdaq Listing Rule 5615(c).However, even though we wil