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1、2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm1/200As filed with the U.S.Securities and Exchange Commission on May 19,2025.Registration No.333-_ UNITED STATESSECU

2、RITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Founder Group Limited(Exact name of registrant as specified in its charter)British Virgin Islands 4911 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary

3、Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.17,Jalan Astana 1D,Bandar Bukit Raja,41050 Klang,Selangor Darul Ehsan,Malaysia+603-3358 5638(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Gl

4、obal Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Laura Anthony,Esq.Craig D.Linder,Esq.Anthony,Linder&Cacomanolis,PLLC1700 Palm Beach Lakes Blvd.,Suite 820West Palm Beach,Flor

5、ida 33401561-514-0936 Approximate date of commencement of proposed sale to the public:As soon as practicable following the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 unde

6、r the Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registration s

7、tatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a pos

8、t-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth compa

9、ny as defined in Rule 405 of the Securities Act of 1933 Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Sectio

10、n 7(a)(2)(B)of Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective

11、 in accordance with Section8(a)of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission,acting pursuant to saidSection 8(a),may determine.2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps

12、:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm2/200 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold by the selling securityholderuntil the registration statement filed with the U.S.Securities an

13、d Exchange Commission is effective.This preliminary prospectus is not an offer to sellthese securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETIONMAY 19,2025 Resale of up

14、 to 11,750,000 Ordinary Shares by the Selling Securityholder Founder Group Limited This prospectus relates to resale from time to time by AVONDALE CAPITAL,LLC,a Utah limited liability company(the“Selling Securityholder”)of up to11,750,000 ordinary shares,no par value per share(“Ordinary Shares”)of F

15、ounder Group Limited,a BVI business company limited by shares incorporatedand registered under the laws of the British Virgin Islands(“we,”“us,”“our,”or the“Company”)consisting of 1,750,000 Ordinary Shares issued as acommitment fee(the“Commitment Shares”),1,650,000 of which constitute the pre-delive

16、ry shares(the“Pre-Delivery Shares”),and 10,000,000 OrdinaryShares potentially issuable to the Selling Securityholder in satisfaction of pre-paid purchase balances outstanding from time to time(the“Purchase Shares”)under the Securities Purchase Agreement dated as of April 22,2025,by and between us an

17、d the Selling Securityholder(the“Purchase Agreement”)subject tosuch limitation as may be required pursuant to a beneficial ownership limitation equal to 9.99%of the Ordinary Shares outstanding from time to time.Under the Purchase Agreement,the Company may issue and sell one or more pre-paid purchase

18、s(each,a“Pre-Paid Purchase”),in the aggregate purchaseamount of up to$10 million.Upon the terms and subject to the conditions of each Pre-Paid Purchase,the Selling Securityholder,at its sole discretion,has theright,but not the obligation,to purchase Ordinary Shares from the Company,and the Company w

19、ill issue to the Selling Securityholder,Ordinary Shares insatisfaction of all or a portion of the outstanding balance of such Pre-Paid Purchase,but not exceeding the outstanding balance of such Pre-Paid Purchase(the“Purchase Shares”).Any delivery of the 10,000,000 Purchase Shares registered for resa

20、le pursuant to the registration statement of which this prospectus is apart will reduce the outstanding balance of any Pre-Paid Purchase at a rate that will depend upon the timing of a delivery request by the Selling Securityholderand will fluctuate based on the trading price of our Ordinary Shares.

21、The number of Ordinary Shares that may actually be acquired by the SellingSecurityholder pursuant to the Purchase Agreement is not currently known and is subject to satisfaction of certain conditions and other limitations,includingthe limitations specified above.With respect to the Purchase Shares,t

22、he Selling Securityholder is an underwriter within the meaning of Section 2(a)(11)of theSecurities Act of 1933,as amended.We are not selling any of our Ordinary Shares under this prospectus,and we will not receive any of the proceeds from the sale of Ordinary Shares by theSelling Securityholder.We w

23、ill bear all costs,expenses and fees in connection with the registration of the Ordinary Shares.The Selling Securityholder willbear all commissions and discounts,if any,attributable to their respective sales of the Ordinary Shares.We will not receive any of the proceeds from the saleof the Ordinary

24、Shares by the Selling Securityholder.However,we may receive up to$10,000,000.00 in aggregate gross proceeds from the SellingSecurityholder under the Purchase.See“Plan of Description”and“Selling Securityholder”for additional information regarding the Selling Securityholder.Our Ordinary Shares are lis

25、ted on the Nasdaq Capital Market under the symbol“FGL”.On May 14,2025,the closing sale price of our Ordinary Shares asreported by Nasdaq was$1.28 per share.2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000

26、121390025045533/ea0234958-f1_founder.htm3/200 Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning onpage 16 to read about factors you should consider before buying our Ordinary Shares.We are an“emerging growth

27、 company”under the federal securities laws and,as such,we have elected to comply with certain reduced public companyreporting requirements for this prospectus and future filings,please read the disclosure titled“Implications of Our Being an“Emerging Growth Company”beginning on page 13 of this prospe

28、ctus for more information.We are a foreign private issuer within the meaning of the rules under the Securities ExchangeAct of 1934,as amended(the“Exchange Act”),and as such,we are exempt from certain provisions applicable to United States domestic public companies,and we intend to rely on such exemp

29、tions,please read the disclosure titled“Foreign Private Issuer Status”beginning on page 14 of this prospectus for moreinformation.Prior to the completion of this offering,Reservoir Link Energy Bhd.,our largest shareholder,holds 39.40%of our issued and outstanding Ordinary Shares;ourChief Executive O

30、fficer,Director,and Chairman of the Board of Directors,Lee Seng Chi,holds 24.89%of our issued and outstanding Ordinary Shares.As ofthe date of this prospectus,Reservoir Link Energy Bhd.is controlled by its board of directors,which comprises six directors,including Thien Chiet Chai,Dato Wan Hassan Bi

31、n Mohd Jamil,Siti Zurina Binti Sabarudin,Datuk Tai Hee,Ahmad Rizal Bin Abdul Rahman and Elain Binti Lockman.In addition,as ofMay 19,2025,12.43%equity interests of Reservoir Link Energy Bhd.are held by Reservoir Link Holdings Sdn Bhd.Reservoir Link Holdings Sdn Bhd.iscontrolled by its board of direct

32、ors,which comprises three directors,including Thien Chiet Chai,Dato Wan Hassan Bin Mohd Jamil and Mad Haimi Bin AbuHassan.Except for Thien Chiet Chai,who is a non-executive director at our Company and a director of four of our subsidiaries(Founder Assets Sdn Bhd,Founder Solar Solution Sdn Bhd,Founde

33、r Energy(Singapore)Pte Ltd and Founder Energy Sdn Bhd),and Dato Wan Hassan Bin Mohd Jamil,who is adirector of three of our subsidiaries(Founder Assets Sdn Bhd,Founder Solar Solution Sdn Bhd and Founder Energy Sdn Bhd),none of the individualsmentioned above are related parties to the Company.Followin

34、g the consummation of this offering,Reservoir Link Energy Bhd.will beneficially ownapproximately 26.01%of the aggregate voting power of our issued and outstanding Ordinary Shares.As such,we will not be deemed a“controlled company”under Nasdaq Listing Rule 5615(c).However,even though we will not be d

35、eemed a controlled company,share ownership will remain concentrated in thehands of Reservoir Link Energy Bhd.and Lee Seng Chi,who will continue to be able to exercise a direct or indirect controlling influence on us.See“RiskFactors Risks Related to this Offering by the Selling Securityholder and Tra

36、nsactions under the Purchase Agreement and Risks Relating to the Ownershipof Our Securities After the completion of this offering,share ownership will remain concentrated in the hands of our largest shareholder and management,who will continue to be able to exercise a direct or indirect controlling

37、influence on us.”Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prosp

38、ectus dated _,2025 2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm4/200 TABLE OF CONTENTS Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiABOUT THIS PR

39、OSPECTUSivMARKET AND INDUSTRY DATAviTRADEMARKS AND COPYRIGHTSviPROSPECTUS SUMMARY1THE OFFERING15RISK FACTORS16USE OF PROCEEDS38DETERMINATION OF OFFERING PRICE39DIVIDEND POLICY40MARKET INFORMATION41MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42BUSINESS66MANAGEME

40、NT104SELLING SECURITYHOLDER111PRINCIPAL SHAREHOLDERS112RELATED PARTY TRANSACTIONS114DESCRIPTION OF SHARES116SHARES ELIGIBLE FOR FUTURE SALE128PLAN OF DISTRIBUTION129MATERIAL INCOME TAX CONSIDERATION132LEGAL MATTERS139EXPERTS139DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT L

41、IABILITIES139ENFORCEABILITY OF CIVIL LIABILITIES139WHERE YOU CAN FIND ADDITIONAL INFORMATION140INDEX TO FINANCIAL STATEMENTSF-1 i2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f

42、1_founder.htm5/200 This prospectus describes the general manner in which the Selling Securityholder may offer,from time to time,up to 11,750,000 Ordinary Shares held by theSelling Securityholder as described in the cover page of this prospectus.You should rely only on the information contained in th

43、is prospectus and any free writing prospectus prepared by us.Neither we nor the SellingSecurityholder have authorized anyone to provide you with information that is different,and neither we nor the Selling Securityholder take anyresponsibility for,and provide any assurance as to the reliability of,a

44、ny information,other than the information in this prospectus and any freewriting prospectus prepared by us.This prospectus,any prospectus supplement or amendments thereto do not constitute an offer to sell,or a solicitation of an offer to purchase,theOrdinary Shares offered by this prospectus,any pr

45、ospectus supplement or amendments thereto in any jurisdictions where,or under anycircumstances under which,the offer,sale,or solicitation is not permitted.This prospectus is an offer to sell only the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful

46、to do so.For the avoidance of doubt,no offer or invitation to subscribe forOrdinary Shares is made to the public in the British Virgin Islands.The information in this prospectus and in any free writing prospectus prepared by us is accurate only as of the date on its respective cover,regardlessof the

47、 time of delivery of this prospectus or any free writing prospectus or the time of any sale of our Ordinary Shares.Our business,results ofoperations,financial condition,or prospects may have changed since those dates.Before you invest in our Ordinary Shares,you should read the registration statement

48、(including the exhibits thereto and the documents incorporatedby reference therein)of which this prospectus forms a part.If necessary,the specific manner in which the Ordinary Shares may be offered and sold will be described in a supplement to this prospectus,whichsupplement may also add,update or c

49、hange any of the information contained in this prospectus.To the extent there is a conflict between the informationcontained in this prospectus and any prospectus supplement,you should rely on the information in such prospectus supplement,provided that if any statementin one of these documents is in

50、consistent with a statement in another document having a later date,for example,a document incorporated by reference in thisprospectus or any prospectus supplement,the statement in that document having the later date modifies or supersedes the earlier statement.Neither the delivery of this prospectu

51、s nor any distribution of Ordinary Shares pursuant to this prospectus shall,under any circumstances,createany implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since thedate of this prospectus.Our business,finan

52、cial condition,results of operations and prospects may have changed since such date.ii2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm6/200 CAUTIONARY NOTE REGARDIN

53、G FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that reflect our current expectations and views of future events,all of which are subject to risks anduncertainties.Forward-looking statements give our current expectations or forecasts of future events.You can identify

54、 these statements by the fact that they donot relate strictly to historical or current facts.You can find many(but not all)of these statements by the use of words such as“approximates,”“believes,”“hopes,”“expects,”“anticipates,”“estimates,”“projects,”“intends,”“plans,”“will,”“would,”“should,”“could,

55、”“may,”or other similar expressions in thisprospectus.These statements are likely to address our growth strategy,financial results,and product and development programs.You must carefully considerany such statements and should understand that many factors could cause actual results to differ from our

56、 forward-looking statements.These factors mayinclude inaccurate assumptions and a broad variety of other risks and uncertainties,including some that are known and some that are not.No forward-lookingstatement can be guaranteed and actual future results may vary materially.Factors that could cause ac

57、tual results to differ from those discussed in the forward-looking statements include,but are not limited to:assumptions about our future financial and operating results,including revenue,income,expenditures,cash balances,and other financial items;our ability to execute our growth,and expansion,incl

58、uding our ability to meet our goals;current and future economic and political conditions;our capital requirements and our ability to raise any additional financing which we may require;our ability to attract clients and further enhance our brand recognition;our ability to hire and retain qualified m

59、anagement personnel and key employees in order to enable us to develop our business;the COVID-19 pandemic;trends and competition in the solar energy industry;and other assumptions described in this prospectus underlying or relating to any forward-looking statements.We describe certain material risks

60、,uncertainties,and assumptions that could affect our business,including our financial condition and results of operations,under“Risk Factors.”We base our forward-looking statements on our managements beliefs and assumptions based on information available to ourmanagement at the time the statements a

61、re made.We caution you that actual outcomes and results may,and are likely to,differ materially from what isexpressed,implied or forecast by our forward-looking statements.Accordingly,you should be careful about relying on any forward-looking statements.Except as required under the federal securitie

62、s laws,we do not have any intention or obligation to update publicly any forward-looking statements after thedistribution of this prospectus,whether as a result of new information,future events,changes in assumptions,or otherwise.iii2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/0001213900250455

63、33/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm7/200 ABOUT THIS PROSPECTUS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“BVI”are to the British Virgin Islands;“BVI Act”are to the BV

64、I Business Companies Act,2020(Revised Edition);“C&I”are to Commercial and Industrial;“EPCC”are to engineering,procurement,construction and commissioning;“Founder Assets”are to Founder Assets Sdn.Bhd.,a private company limited by shares incorporated and registered under the laws of Malaysia,which is

65、a wholly owned subsidiary of Founder Energy(Malaysia)(defined below)with registration number 202201035065(1480762-M);“Founder Assets(Thailand)”are to Founder Assets(Thailand)Company Limited,a private company limited by shares incorporated and registeredunder the laws of Thailand,which is a 99.99%-ow

66、ned subsidiary of Founder Group(defined below)with registration number 0105568010250;“Founder Energy(Malaysia)”are to Founder Energy Sdn.Bhd.,a private company limited by shares incorporated and registered under the laws ofMalaysia,which is a wholly owned subsidiary of Founder Group(defined below)wi

67、th registration number 202101013707(1414006-X);“Founder Energy(Singapore)”are to Founder Energy(Singapore)Pte.Ltd.,a private company limited by shares incorporated under the laws ofSingapore,which is a wholly owned subsidiary of Founder Energy(Malaysia);“Founder Group”are to Founder Group Limited,a

68、BVI business company limited by shares incorporated and registered under the laws of the BritishVirgin Islands with company number 2124362;“Founder Solar Solution”are to Founder Solar Solution Sdn.Bhd.,a private company limited by shares incorporated and registered under the laws ofMalaysia,which is

69、 a wholly owned subsidiary of Founder Energy(Malaysia)with registration number 202501005545(1606959-T);“Insolvency Act”are to the BVI Insolvency Act,2020(Revised Edition);“M&A”are to the Memorandum and Articles of Association of Founder Group(as amended and/or amended and restated(as applicable)from

70、 timeto time);“MYR”or“RM”are to the Malaysian ringgit,the legal currency of Malaysia;iv2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm8/200 “MWac”are to megawatt o

71、f alternating current,a unit of electrical power measurement that represents the capacity of a power generation facility toproduce electricity at a given moment;“Nasdaq”are to the Nasdaq Stock Market LLC;“Ordinary Shares”are to ordinary shares of Founder Group,no par value;“Purchase Agreement”refers

72、 to the Securities Purchase Agreement,dated as of April 22,2025,between the Company and the Selling Securityholder;“PV”are to photovoltaic;“Registration Rights Agreement”refers to the Registration Rights Agreement,dated as of April 22,2025,between the Company and the SellingSecurityholder;“SEC”are t

73、o the U.S.Securities and Exchange Commission;“Selling Securityholder”refers to AVONDALE CAPITAL,LLC,a Utah limited liability company;“U.S.dollars”,“$”,“USD”and“dollars”are to the legal currency of the United States;and “we,”“us,”“our,”“our Company,”or the“Company”are to Founder Group and its subsidi

74、aries on a consolidated basis.Founder Group is a BVI business company limited by shares incorporated and registered under the BVI Act.Our business is mainly conducted by oursubsidiary,Founder Energy(Malaysia),located in Malaysia and using the Malaysian Ringgit(MYR).Our reporting currency is MYR.This

75、 prospectuscontains translations of MYR into U.S.dollars solely for the convenience of the reader.Our business is conducted by our subsidiary,Founder Energy(Malaysia)in Malaysia using MYR as functional currency and we maintain our books and records in MYR.Capital accounts of our financial statements

76、 aretranslated into U.S.dollars from MYR at their historical exchange rates when the capital transactions occurred using the noon middle rate published inExchange Rate of Bank Negara Malaysia.Translations of amounts in the audited consolidated statements of profit or loss and other comprehensive inc

77、ome(loss),and audited consolidated statement ofcash flows as of and for the fiscal year ended December 31,2024 from MYR into USD were calculated at the evening middle rate of USD 1=RM 4.47550,asof December 31,2024,as published by the Central Bank of Malaysia on its Exchange Rates website https:/www.

78、bnm.gov.my/exchange-rates.Norepresentation is made that the RM amounts could have been,or could be,converted,realized or settled into USD at such rate or at any other rate.v2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar

79、/data/1989930/000121390025045533/ea0234958-f1_founder.htm9/200 NON-GAAP FINANCIAL MEASURES In addition to U.S.GAAP measures,we also use Adjusted EBITDA and Adjusted EBITDA Margin as described under“Managements Discussion andAnalysis of Financial Condition and Results of OperationsNon-GAAP Financial

80、Measures”in various places in this prospectus.These financial measuresare presented as supplemental disclosure and should not be considered in isolation of,as a substitute for,or superior to,the financial information prepared inaccordance with U.S.GAAP,and should be read in conjunction with our cons

81、olidated financial statements and the notes thereto included elsewhere in thisprospectus.Adjusted EBITDA and Adjusted EBITDA Margin may differ from similarly titled measures presented by other companies.MARKET AND INDUSTRY DATA This prospectus contains references to market data and industry forecast

82、s and projections,which were obtained or derived from publicly available information,reports of governmental agencies,market research reports,and industry publications and surveys.These sources generally state that the information containedtherein has been obtained from sources believed to be reliab

83、le.Forecasts and other forward-looking information obtained from these sources are subject to thesame qualifications and additional uncertainties and risks regarding the other forward-looking statements in this prospectus due to a variety of factors,including those described in the sections entitled

84、“Cautionary Note Regarding Forward-Looking Statements”and“Risk Factors”and elsewhere in thisprospectus.These and other factors could cause results to differ materially from those expressed in the forecasts and estimates.TRADEMARKS AND COPYRIGHTS As of the date of this prospectus,we do not have any r

85、egistered trademarks,patents or copyrights.We have one domain name in Malaysia:.my,which was registered on May 21,2021.The information on,or that can be accessed through,the above website is not part of thisprospectus.This prospectus may also contain trademarks,service marks,and trade names of other

86、 companies that are the property of their respective owners.The use or display of trademarks,service marks,trade names or services of third parties in this prospectus does not imply,and should not be construed toimply,any affiliation,endorsement or sponsorship by the Company.For the convenience of r

87、eaders only,some copyrights,trade names,and trademarksmentioned in this prospectus may appear without their,and symbols.vi2025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_found

88、er.htm10/200 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statementsincluded elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,esp

89、ecially the risks of investing inour Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Our Mission Our mission is to provide customers innovative solar installation services,promote eco-friendly resources and achieve carbon-neutrality.Overview We are a

90、dedicated solar solutions provider in Malaysia,offering end-to-end services for commercial and industrial sectors,as well as large-scale solarpower projects,encompassing project design,engineering,and comprehensive project management.Our primary focus is on two key segments:large-scalesolar projects

91、 and commercial and industrial(C&I)solar projects.Large-scale solar projects are utility scale solar PV power plants with installed generating capacity of 1 MWac or more.Large-scale solar projects areground mounted and are designed to supply power to the power grid.For the majority of our large-scal

92、e solar projects,we usually act as the contractor tothe project awarder,who is the main contractor for a solar project.As an EPCC provider,we assume most of the responsibility for the entire projectlifecycle,from design and engineering to material procurement,construction,installation,integration,an

93、d commissioning.After the acceptance of ourprojects by our clients,we provide performance warranty during the defect liability period,which is typically 24 months.See“BusinessOur ServicesProject FlowPost-completionWarranties and defect liabilities.”Our goal is to ensure seamless project execution,ad

94、hering to the highest industrystandards and delivering optimal performance and reliability.For the fiscal years ended December 31,2024,2023,and 2022,our revenue generated fromlarge-scale solar projects was RM68,864,991(approximately US$15,387,105),RM131,988,574 and RM51,761,466,respectively,accounti

95、ng forapproximately 76%,89%,and 82%of our total revenue for the respective years.C&I projects are smaller scale solar projects where the solar PV systems are installed on rooftops and are designed to generate electricity for commercialand industrial properties for their own consumption,such as facto

96、ries,warehouses and commercial stores.For C&I projects,we usually sign a servicecontract with the project owner and act as the main contractor.As the main contractor,we engage in comprehensive services encompassing project design,engineering,equipment procurement,construction,and commissioning.The C

97、&I projects also come with a 24 month defect liability period and we provideperformance warranty during this period.We ensure that our C&I projects are customized to meet the unique energy needs of each customer,providingthem with efficient and sustainable solar solutions.For the fiscal years ended

98、December 31,2024,2023,and 2022,our revenue generated from C&Iprojects was RM21,479,597(approximately US$4,799,374),RM16,065,399,and RM11,748,000,respectively,accounting for approximately 24%,11%,and 18%of our total revenue for the respective years.Additionally,we offer operation and maintenance(“O&M

99、”)services to our clients to ensure that the power plant and the solar PV system operate safelyand continuously at its optimum capacity and historically have derived little revenue from these services.In the fiscal years ended December 31,2024,2023,and 2022,our revenue reached RM90,344,588(approxima

100、tely US$20,186,479),RM148,053,973,andRM63,509,466,respectively,resulting in a negative growth rate of 39%from fiscal year 2023 to fiscal year 2024,and a growth rate of 133%from fiscalyear 2022 to fiscal year 2023.In the same fiscal years,our net loss was RM5,150,005(approximately US$1,150,711),net i

101、ncome of RM7,147,068,andRM3,943,506,respectively,resulting in a negative growth rate of 172%from fiscal year 2023 to fiscal year 2024,and a growth rate of 81%from fiscalyear 2022 to fiscal year 2023.12025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:

102、/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm11/200 Competitive Strengths We believe the following competitive strengths are essential for our success and differentiate us from our competitors:excellent track records and reputation;a dedicated design and engine

103、ering team;and an experienced management team.Growth Strategies We intend to develop our business and strengthen brand loyalty by implementing the following strategies:expand our workforce;expand our investment in renewable energy assets,such as solar PV systems;expand our business from Malaysia to

104、other countries in the Southeast Asia region;and offer EPCC services to other types of renewable energy,such as hydropower and biogas.Recent Developments Closing of IPO On October 24,2024,the Company closed its initial public offering(“IPO”)of 1,218,750 Ordinary Shares.The Company completed the IPO

105、pursuant toits registration statement on Form F-1(File No.333-281167),which was initially filed with the U.S.Securities and Exchange Commission(the“SEC”)onAugust 1,2024,as amended,and declared effective by the SEC on September 30,2024.The Ordinary Shares were priced at$4.00 per share,and theoffering

106、 was conducted on a firm commitment basis.The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market andcommenced trading under the ticker symbol“FGL”on October 23,2024.US Tiger Securities,Inc.(“US Tiger”)acted as sole underwriter for the IPO.Establishment of New Subsidiar

107、ies On January 14,2025,we established a new subsidiary,Founder Assets(Thailand)Company Limited,in Thailand,which is 99%owned by the Companyand 1%owned by Lee Seng Chi and See Sian Seong equally.Founder Assets(Thailand)Company Limited primarily engages in investment in renewableenergy assets at Thail

108、and.On February 10,2025,our wholly owned subsidiary,Founder Energy(Malaysia),established a new wholly owned subsidiaryFounder Solar Solution Sdn Bhd.in Malaysia.Founder Solar Solution Sdn Bhd.primarily engages in providing EPCC services for residential solarprojects.Entry and Termination of Securiti

109、es Purchase Agreement with Streeterville Capital,LLC On March 13,2025,the Company entered into a securities purchase agreement(the“SPA”)with Streeterville Capital,LLC,a Utah limited liabilitycompany(the“Purchaser,”and collectively with the Company,the“Parties”).Pursuant to the SPA,the Purchaser agre

110、ed to purchase from the Company,and the Company agreed to issue and sell to the Purchaser,securities in the form of one or more pre-paid purchases(each,a“Pre-Paid Purchase”andcollectively,the“Pre-Paid Purchases”)with an aggregate purchase amount of up to$10,000,000,for the purchase of ordinary share

111、s,no par value of theCompany(the“Ordinary Shares”),upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase.On March 14,2025,theCompany issued 1,850,000 Ordinary Shares to the Purchaser as a commitment fee for the Pre-Paid Purchase facility.22025/5/21 15:57sec

112、.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm12/200 On April 8,2025,the Company and the Purchaser entered into a letter agreement(the“Letter Agreement”),pursuant to which the SPA

113、was terminated.According to the Letter Agreement,on April 11,2025,the Purchaser received$1,250,000(the“Rescission Purchase Price”)from the Company,and onApril 21,2025,the Companys transfer agent returned the 1,850,000 Ordinary Shares previously issued to the Purchaser back to the Company.As such,the

114、Transaction Documents(as defined in the SPA)and all of the transactions contemplated thereby have been rescinded ab initio,and shall be of no furtherforce or effect,as a result of which the Transaction Documents shall be deemed not to have occurred(the“Rescission”).The Rescission has placed each oft

115、he Parties in the same respective position that each was in prior to the execution of the Transaction Documents.Entry into Securities Purchase Agreement with the Selling Securityholder Securities Purchase Agreement On April 22,2025,the Company entered into a Securities Purchase Agreement(the“Purchas

116、e Agreement”)with AVONDALE CAPITAL,LLC,a Utahlimited liability company(the“Selling Securityholder”),pursuant to which the Selling Securityholder agreed to purchase from the Company one or morepre-paid purchases(each a“Pre-Paid Purchase”and together the“Pre-Paid Purchases”)in the aggregate purchase a

117、mount of up to$10,000,000.00(the“Commitment Amount”)for the purchase of the Companys Ordinary Shares(the“Purchase Shares”).At the closing of the Purchase Agreement(the“Closing”),the Company agreed to issue 1,750,000 Ordinary Shares to the Selling Securityholder as a commitment fee(the“Commitment Sha

118、res”)1,650,000 of which constitute the pre-delivery shares(the“Pre-Delivery Shares”).At the Closing,the Selling Securityholder agreed to pay the Company$1,250,000.00 as the initial purchase price(the“Initial Purchase Price”),which iscalculated from an original amount of$1,357,500.00 for the first Pr

119、e-Paid Purchase(the“Initial Pre-Paid Purchase”),minus an$87,500.00 original issuediscount and minus$20,000.00 that covers the Selling Securityholders legal,accounting,and other related costs under the Purchase Agreement.Each Pre-Paid Purchase after the Initial Pre-Paid Purchase will have a seven per

120、cent(7%)original issue discount and the Initial Pre-Paid Purchase and each Pre-PaidPurchase after the Initial Pre-Paid Purchase will accrue interest at the rate of eight percent(8%)per annum.Pursuant to the Purchase Agreement,during the 24 month period from the Closing of the Purchase Agreement unti

121、l either the Company has sold$10,000,000.00 in Pre-Paid Purchases or the Purchase Agreement has been terminated(the“Commitment Period”),the Company will have the right,butnot the obligation,to direct the Selling Securityholder,by its delivery to the Selling Securityholder of a written request in the

122、 form attached to the PurchaseAgreement(the“Purchase Request”),from time to time,to make a Pre-Paid Purchase(i)in a minimum amount not less than$250,000.00 and(ii)in amaximum amount of$2,000,000 less the aggregate outstanding balance of all outstanding Pre-Paid Purchases at such time,rounded down to

123、 the nearest$1,000.00.The closing of each Pre-Paid Purchase will take place on or before the third(3rd)trading day following such Purchase Request,at which timethe Selling Securityholder will pay the Company the amount set forth in the Purchase Request for the Pre-Paid Purchase.There is no maturity

124、date for theoutstanding balance under each Pre-Paid Purchase including the Initial Pre-Paid Purchase.Pursuant to the Purchase Agreement,the Company is not under any obligation to request any Pre-Paid Purchase from the Selling Securityholder other thanthe Initial Pre-Paid Purchase.Pursuant to the Pur

125、chase Agreement,the Company and the Selling Securityholder will execute a Pre-Paid PurchaseAgreement in the form attached to the Purchase Agreement(the“Pre-Paid Purchase Agreement”)for each Pre-Paid Purchase.Pursuant to the Purchase Agreement,the Selling Securityholder may not directly or indirectly

126、,sell,transfer,offer,exchange,assign,pledge,encumber,hypothecate or otherwise dispose of,or enter into any contract,option or other agreement to dispose of(a“Transfer”),any Pre-Delivery Shares.Notwithstanding the foregoing,during the period beginning on any day in which the Selling Securityholder de

127、livers a Purchase Notice under a Pre-PaidPurchase to the Company and ending on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice(the“Interim Period”),the Selling Securityholder may Transfer a number of Pre-Delivery Shares up to the number of Purchase Shares cover

128、ed by the applicable Purchase Notice.To the extent any such Transfer is made by the Selling Securityholder during the Interim Period,an equal number of Purchase Shares will be deemed to bePre-Delivery Shares upon delivery by the Company to the Selling Securityholder and will be subject to the restri

129、ctions on Transfer applicable to the Pre-Delivery Shares,such that the total number of Pre-Delivery Shares will always be equal to the initial number of Pre-Delivery Shares under the PurchaseAgreement.Notwithstanding the foregoing,the Selling Securityholder may sell up to$10,000.00 of Pre-Delivery S

130、hares per trading day without needing tosubmit a Purchase Notice on such trading day,so long as the total number of Purchase Shares issuable under the outstanding Pre-Paid Purchases at suchtime is more than the initial number of Pre-Delivery Shares under the Purchase Agreement(as adjusted for any sh

131、are splits,share dividends,sharecombinations,recapitalizations or other similar transactions).32025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm13/200 At such time a

132、s the outstanding balance under each Pre-Paid Purchase is zero and either(i)the Commitment Period has ended or(ii)the PurchaseAgreement has been terminated,the Company may repurchase the Pre-Delivery Shares upon a written request,and within thirty(30)trading days,theSelling Securityholder will deliv

133、er to Company a number of Ordinary Shares equal to the number of Pre-Delivery Shares,and the Company will pay theSelling Securityholder$0.0001 for each such Pre-Delivery Share.The Company is a foreign private issuer,and has elected to be governed by home country rules,such that Nasdaq Listing Rule 5

134、635(d)will not apply to theCompany.However,if at any time,the Company ceases to qualify as a foreign private issuer,the Company will be subject to Nasdaq Listing Rule 5635(d)which requires a company to obtain shareholder approval for any issuance of more than 20%of its common stock or voting power a

135、t a price below the“Minimum Price”as defined under Nasdaq Listing Rule 5635(d).If this occurs,the Company will have to obtain shareholder approval(the“RequiredShareholder Approval”)for the issuance of Purchase Shares under the Purchase Agreement that exceed the limits set under Nasdaq Listing Rule 5

136、635(d)(the“Exchange Cap”).Until the Required Shareholder Approval is obtained,the Company would not be able to request additional Pre-Paid Purchases thatmay cause the total amount of Ordinary Shares issuable to exceed the Exchange Cap.So long as no“Event of Default”(as defined below under the Pre-Pa

137、id Purchase Agreement)has occurred under the Initial Pre-Paid Purchase,and theCompany files the Initial Registration Statement,as defined below,upon request from Company,the Selling Securityholder will fund$500,000.00 toCompany within three(3)trading days of the filing of the Initial Registration St

138、atement.So long as no Event of Default has occurred under the Initial Pre-Paid Purchase,and the Initial Registration Statement has been declared effective by the SEC within ninety(90)calendar days of the date of entry into thePurchase Agreement,upon request from Company,the Selling Securityholder wi

139、ll fund$500,000.00 to Company within three(3)trading days of theeffectiveness of the Initial Registration Statement.Pursuant to the Purchase Agreement,the Company also agreed that until all of the Companys obligations under the Purchase Agreement are performed infull,the Company will at all times:(i

140、)so long as the Selling Securityholder beneficially owns any Pre-Paid Purchase and for at least twenty(20)tradingdays thereafter,the Company will remain in good standing with Nasdaq(or with the NYSE,or NYSE American,as applicable)and timely file on theapplicable deadline all reports required to be f

141、iled with the SEC pursuant to Sections 13 or 15(d)of the Exchange Act,and will take all reasonable actionunder its control to ensure that adequate current public information with respect to Company,as required in accordance with Rule 144 of the Securities Act,is publicly available,and will not termi

142、nate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules andregulations thereunder would permit such termination;(ii)when issued,the Commitment Shares,including but not limited to the Pre-Delivery Shares andthe Purchase Shares will be duly au

143、thorized,validly issued,fully paid for and non-assessable,free and clear of all liens,claims,charges and encumbrances;(iii)the Ordinary Shares shall be listed or quoted for trading on Nasdaq;(iv)trading in Companys Ordinary Shares will not be suspended,halted,chilled,frozen,reach zero bid or otherwi

144、se cease trading on Companys principal trading market for a period exceeding three(3)trading days;(v)the Companywill not make any Restricted Issuance(as defined below)without the Selling Securityholders prior written consent,which consent may be granted orwithheld in the Selling Securityholders sole

145、 and absolute discretion;and(vi)the Company will not enter into any agreement or otherwise agree to anycovenant,condition,or obligation that locks up,restricts in any way or otherwise prohibits Company:(a)from entering into a variable rate transaction withthe Selling Securityholder or any affiliate

146、of the Selling Securityholder;or(b)from issuing Ordinary Shares,preferred stock,warrants,convertible notes,Pre-Paid Purchases,other debt securities,or any other Company securities to the Selling Securityholder or any affiliate of the Selling Securityholder.42025/5/21 15:57sec.gov/Archives/edgar/data

147、/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm14/200 The term“Restricted Issuance”means the issuance,incurrence or guaranty of any debt obligations,other than loans in connection with receivable orrevenue

148、 sales,performance and payment bonds,trade payables,and bank loans,in each case entered into or incurred in the ordinary course of business,orthe issuance of any securities that:(1)have or may have conversion rights of any kind,contingent,conditional or otherwise,in which the number of sharesthat ma

149、y be issued pursuant to such conversion right varies with the market price of the Ordinary Shares;(2)are or may become convertible into OrdinaryShares(including without limitation convertible debt,warrants or convertible preferred shares),with a conversion price that varies with the market price oft

150、he Ordinary Shares,even if such security only becomes convertible following an Event of Default,the passage of time,or another trigger event orcondition;(3)have a fixed conversion price,exercise price or exchange price that is subject to being reset at some future date at any time after the initiali

151、ssuance of such debt or equity security(A)due to a change in the market price of Companys Ordinary Shares since the date of the initial issuance or(B)upon the occurrence of specified or contingent events directly or indirectly related to the business of Company(including,without limitation,any“fullr

152、atchet”or“weighted average”anti-dilution provisions,but not including any standard anti-dilution protection for any reorganization,recapitalization,non-cash dividend,stock split or other similar transaction),or such debt security contains a fixed conversion price with a provision to increase the out

153、standingbalance upon a breach or default by more than 33%;or(4)are issued or will be issued in connection with a Section 3(a)(9)exchange,a Section 3(a)(10)settlement,or any other similar settlement or exchange(excluding the Companys issuance of securities upon the exercise or conversion of any secur

154、itiesissued by the Company prior to the date of entry into the Purchase Agreement,so long as the terms of such securities have not been amended on or after thedate of entry into the Purchase Agreement).Ordinary Shares issued pursuant to any of the following will not be considered Restricted Issuance

155、s:(i)ATMfacilities;(ii)primary offerings without variable price mechanics,other than variable priced warrants that have no provision that will increase the numberof warrant shares issued at closing or increase the number of shares issuable under each warrant to a ratio of more than 1:1;(iii)stock is

156、suances to non-USpersons;(iv)the issuance of Ordinary Shares in conjunction with acquisitions provided that such issuances do not cause a change of control or havevariable price mechanisms and(v)any transaction if all Pre-Paid Purchases are fully repaid and extinguished contemporaneously with the ex

157、ecution of thetransaction documents for the respective transaction and the Commitment Period has terminated or otherwise expired.Pursuant to the Purchase Agreement,the Company also agreed to reserve(the“Share Reserve”)10,000,000 of its Ordinary Shares to provide for allissuances of Ordinary Shares u

158、nder the Purchase Agreement and agreed to add additional Ordinary Shares to the Share Reserve in increments of 100,000shares as and when requested by the Selling Securityholder if as of the date of any such request the number of shares being held in the Share Reserve is lessthan three(3)times the nu

159、mber of Ordinary Shares equal to the balance of the Pre-Paid Purchase at such time divided by the Share Purchase Price.TheSelling Securityholder must consent in writing to any reduction in the Share Reserve,however upon full repayment of the Pre-Paid Purchases,the ShareReserve will terminate ten(10)

160、days thereafter.Pursuant to the Purchase Agreement,the Company also agreed that as long as any Pre-Paid Purchase is still active,if the Company later issues any debtsecurity(including additional Pre-Paid Purchases)that offers better or additional favorable terms than those given to the Selling Secur

161、ityholder in thePurchase Agreement,the Company must notify the Selling Securityholder about those improved terms.The Selling Securityholder can then choose to havethose better terms added to the Purchase Agreement,so they benefit equally from them.If the Company fails to provide this notice but the

162、SellingSecurityholder learns that a third party received such favorable terms,the Selling Securityholder can inform the Company,and those terms will then beapplied to the Selling Securityholder retroactively,dating back to when the third party received them.Pursuant to the Purchase Agreement,the Com

163、pany also agreed that starting at the Closing and continuing until every Pre-Paid Purchase is fully paid,theCompany gives the Selling Securityholder a special“participation right.”This right lets the Selling Securityholder,if they choose,buy up to 15%of anydebt or equity securities the Company sells

164、 in future offerings.Pursuant to the Purchase Agreement,if Company enters into a definitive agreement that contemplates a“Fundamental Transaction”(as defined in the Pre-Paid Purchase Agreement),unless such agreement contains a closing condition that all outstanding Pre-Paid Purchases are repaid in f

165、ull uponconsummation of the transaction,the Company must receive the Selling Securityholders prior written consent in writing to such Fundamental Transaction,otherwise the Selling Securityholder will have the right to seek and receive injunctive relief from a court or arbitrator preventing the consu

166、mmation of suchtransaction Fundamental Transaction.52025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm15/200 If there are no Pre-Paid Purchases outstanding and if the

167、 Selling Securityholder owns no Purchase Shares,the Company may terminate the PurchaseAgreement upon ten(10)calendar days prior written notice to the Selling Securityholder.Pursuant to the Purchase Agreement,the Company agreed to indemnify the Selling Securityholder for any losses,legal claims,lawsu

168、its,costs,fines,fees,or damages(including reasonable attorney fees)that arise because the following:(i)any false or misleading statements or omissions of important facts inthe registration documents(or related prospectus)for the shares being registered(however,if those false statements or omissions

169、were provided by theSelling Securityholder for inclusion,the Company wont be responsible for them);(ii)any material misrepresentations or breaches of warranties made bythe Company in the Purchase Agreement or any related documents and(iii)any significant breach of the promises or obligations the Com

170、pany has made inthe Purchase Agreement or related document.Pursuant to the Purchase Agreement,the Selling Securityholder also agreed to indemnify the Company forany losses,legal claims,lawsuits,costs,fines,fees,or damages(including reasonable attorney fees)that arise because of the following:(i)any

171、false ormisleading statements or omissions of important facts in the registration documents(or related prospectus)for the shares being registered.(the SellingSecurityholder is only responsible for information it provided for inclusion in those documents,and not for anything provided by the Company);

172、(ii)anymisrepresentations or breaches of warranties made by the Selling Securityholder in the Purchase Agreement or any related documents;and(iii)anysignificant breach of the promises or obligations the Selling Securityholder has made in the Purchase Agreement or related documents.Pre-Paid Purchase

173、Agreement Under the Purchase Agreement and the Pre-Paid Purchase Agreement,following the funding of each Pre-Paid Purchase,the Selling Securityholder has theright,but not the obligation,to purchase from the Company its Ordinary Shares not exceeding(i)the outstanding balance of the funded amount of P

174、re-PaidPurchases,and(ii)9.99%beneficial ownership of the Companys outstanding Ordinary Shares Pursuant to the Pre-Paid Purchase Agreement,any anytime following the earlier of(i)six(6)months from the date the Selling Securityholder delivers thefunds to the Company pursuant to a Pre-Paid Purchase(the“

175、Purchase Price Date”)and(ii)the effectiveness of the Initial Registration Statement,theSelling Securityholder may,by providing written notice to Company require Company to issue and sell Purchase Shares to Selling Securityholder(the“Purchase Notice”).In the Purchase Notice,the Selling Securityholder

176、 will indicate the portion of the outstanding balance of the Pre-Paid Purchases thatthe Selling Securityholder elects to apply to the purchase of Purchase Shares pursuant to the terms of the Pre-Paid Purchase Agreements,Share PurchasePrice(as defined below)and the number of Purchase Shares.The Compa

177、ny will then issue the Purchase Shares in the amount set forth on the PurchaseNotice at a purchase price equal to 82.5%of the lowest daily VWAP during the ten(10)consecutive trading days immediately prior to the date of thePurchase Notice,with a“Floor Price”set at 20%of the Nasdaq Minimum Price(the“

178、Share Purchase Price”).The“Nasdaq Minimum Price”means thelower of:(i)the Nasdaq official closing price on the trading day immediately preceding the applicable measurement date;or(ii)the average Nasdaqofficial closing price for the five(5)trading days immediately preceding the applicable measurement

179、date.The closing of each sale under a Purchase Notice will take place not later than two(2)trading days after receipt of such Purchase Notice.Pursuant to thePre-Paid Purchase Agreement,the Selling Securityholder will not be required to purchase any Purchase Shares if such sale would result in the Se

180、llingSecurityholders beneficial ownership exceeding 9.99%of the then issued and outstanding shares of the Companys Ordinary Shares(the“BeneficialOwnership Cap”).This Beneficial Ownership Cap is non-waivable and will apply to all affiliates and assigns of Selling Securityholder.Pursuant to the Pre-Pa

181、id Purchase Agreement,if the Initial Registration Statement has not been declared effective within ninety(90)calendar days of thedate of execution of the Pre-Paid Purchase Agreement,then the outstanding balance under the Pre-Paid Purchase Agreement will automatically increase byone percent(1%)on suc

182、h ninetieth(90th)day and continue to increase by one percent(1%)for each thirty(30)days that the Initial Registration Statementis not declared effective.The Pre-Paid Purchase Agreement allows the Company,so long as an Event of Default has not occurred to have the right,to prepay some or all of there

183、maining balance of the Pre-Paid Purchase before it is due,by giving the Selling Securityholder at least five(5)trading days written notice before doingso.On the prepayment date,the Company will pay the Selling Securityholder an amount equal to 110%of the outstanding balance being prepaid.62025/5/21

184、15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm16/200 If,at any time prior to the Pre-Paid Purchase being paid in full the VWAP is less than the Floor Price for at least fiv

185、e(5)trading days during a period ofseven(7)consecutive trading days(the“Trigger”and the last such day of each such occurrence,a“Trigger Date”),then Company will make monthly cashrepayments of amounts outstanding under the Pre-Paid Purchase beginning on the fifth(5th)trading day after the Trigger Dat

186、e and continuing on the sameday of each successive calendar month until the entire outstanding balance of the Pre-Paid Purchase will have been paid or until the payment obligationceases.Each monthly payment will be in an amount equal to the sum of(i)$350,000.00,and(ii)all outstanding accrued and unp

187、aid interest in respect ofthe Pre-Paid Purchase as of each payment date.The obligation of the Company to make monthly cash payments will cease(with respect to any paymentthat has not yet come due)if at any time after the Trigger Date the VWAP is greater than 130%of the Floor Price for a period of fi

188、ve(5)consecutivetrading days.An Event of Default as defined in the Pre-Paid Purchase Agreement,includes,but is no limited to the following:(i)the Company does notpay any required amount(such as principal,interest,fees,or charges)when due;(ii)a receiver,trustee,or similar official is appointed over t

189、he Company ora large part of its assets and that appointment isnt successfully contested or dismissed within twenty(20)to sixty(60)days;(iii)the Company becomesinsolvent,fails to pay its debts as they come due,or even admits in writing it cant pay its debts;(iv)the Company makes a general assignment

190、 for thebenefit of its creditors;(v)the Company files for bankruptcy(or a similar law)or an involuntary bankruptcy proceeding is initiated against it;(vi)theCompany fails to observe or perform any covenant set forth in the Purchase Agreement;(vii)the occurrence of a Fundamental Transaction(as define

191、dbelow)without the Selling Securityholders prior written consent;(viii)the Company fails to timely establish and maintain the Share Reserve;(ix)theCompany fails to deliver any Purchase Shares in accordance with the terms of the Pre-Paid Purchase Agreement,(x)any money judgment,writ or similarprocess

192、 is entered or filed against Company or any subsidiary of Company or any of its property or other assets for more than$500,000.00,and remainsunvacated,unbonded or unstayed for a period of twenty(20)calendar days unless otherwise consented to by the Selling Securityholder;(xi)the Companyfails to be D

193、WAC Eligible;(xii)the Company or any subsidiary of Company,breaches any covenant or other term or condition contained in the PurchaseAgreement or any related agreements in any material respect;(xiii)the Company carries out a reverse split of its ordinary shares without giving the SellingSecurityhold

194、er at least twenty(20)trading days notice;(xiv)any key statement,representation,or warranty made by the Company in connection with theoffering turns out to be false,misleading,or incomplete or(xv)any breach of any terms in Other Agreements,as defined below,by the Company,itssubsidiaries,or any party

195、 guaranteeing its obligations.Pursuant to the Pre-Paid Purchase Agreement,“Other Agreements”means collectively,(i)allexisting and future agreements and instruments between the Company and the Selling Securityholder,or an affiliate,and(ii)any financing agreement witha value of$500,000.00 or more or a

196、 material agreement,other than a financing agreement,with a value of$1,000,000.00 or more that affects theCompanys ongoing business operations,between the Company and a party other than the Selling Securityholder.Pursuant to the Pre-Paid Purchase Agreement,a“Fundamental Transaction”means if the Comp

197、any:(i)consolidate or merge with or into any other personor entity,where after giving effect to such transactions the stockholders of the Company immediately prior to such transaction own less than 50%of theaggregate voting power of the Company or the successor entity of such transaction,(ii)the Com

198、pany or its subsidiaries sell,lease,license,assign,transfer,convey or otherwise dispose of all or substantially all of its respective assets to any other person or entity;(iii)the Company or its subsidiaries allow anyother person or entity to make a purchase,tender or exchange offer that is accepted

199、 by the holders of more than 50%of the outstanding shares of votingstock of Company;(iv)the Company or its subsidiaries consummate a stock or share purchase agreement or other business combination with any otherperson or entity whereby such other person or entity acquires more than 50%of the outstan

200、ding shares of voting stock of Company;(v)reorganize,recapitalize or reclassify the Ordinary Shares,other than an increase in the number of authorized shares of Companys Ordinary Shares or stock split;(vi)the Company transfers any material asset or distributes any non-monetary dividend or distributi

201、on to any subsidiary,affiliate,person or entity undercommon ownership or control with the Company or(vii)the Company pays or makes any monetary dividend or distribution to its shareholders.At any time following the occurrence of any Event of Default,the Selling Securityholder may accelerate this Pre

202、-Paid Purchase by written notice to theCompany,with the outstanding balance becoming immediately due and payable in cash in an amount equal to the outstanding balance plus 10%of theoutstanding balance and the interest rate will increase to the lesser of eighteen percent(18%)per annum or the maximum

203、rate permitted under applicablelaw.Pursuant to the Pre-Paid Purchase Agreement,so long as no Event of Default has occurred,the Selling Securityholder will limit its aggregate sales ofPurchase Shares on the open market in any given calendar week to 15%of the weekly trading volume of the Ordinary Shar

204、es as reported onwww.N(the“Sales Limitation”).“In the event the Selling Securityholder exceeds the Sales Limitation,the outstanding balance of the Pre-PaidPurchase will be reduced in an amount equal to one hundred percent(100%)of the net proceeds the Selling Securityholder received from excess sales

205、 inany given week.72025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm17/200 Registration Rights Agreement Pursuant to the Purchase Agreement,the Company agreed to ent

206、er into a registration rights agreement(the“Registration Rights Agreement”)with theSelling Securityholder in the form attached to the Purchase Agreement,pursuant to which the Company agreed to file in accordance with the provisions ofthe Securities Act and the rules and regulations thereunder,with t

207、he SEC within thirty(30)days from the Closing a registration statement on Form F-1(the“Initial Registration Statement”)registering the lesser of 10,000,000 Ordinary Shares or the maximum number of Ordinary Shares permitted by the SECfor the Commitment Shares,including but not limited to the Pre-Deli

208、very Shares and Purchase Shares.Pursuant to the Registration Rights Agreement,the Company also agreed to file one or more Registration Statements as necessary to have sufficientOrdinary Shares registered to accommodate the Ordinary Shares underlying each Pre-Paid Purchase.Following effectiveness of

209、the Initial RegistrationStatement,the Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times the Selling Securityholderowns any Commitment Shares,Pre-Delivery Shares and Purchase Shares.Under the Registration Rights Agreement,we have agreed

210、to indemnify the Selling Securityholder against certain liabilities that it may incur in connectionwith the sale of the securities pursuant to this prospectus,including liabilities under the Securities Act,and to contribute to payments that the SellingSecurityholder may be required to make with resp

211、ect thereto.In addition,we and the Selling Securityholder may agree to indemnify any underwriter,broker-dealer or agent against certain liabilities related to the selling of the securities,including liabilities arising under the Securities Act.Letter Agreement On March 17,2025,the Company entered in

212、to a letter agreement(the“Letter Agreement”)with the Selling Securityholder.As described above,pursuant tothe Purchase Agreement,so long as no Event of Default has occurred under the Initial Pre-Paid Purchase,and the Initial Registration Statement has beendeclared effective by the SEC within ninety(

213、90)calendar days of the date of entry into the Purchase Agreement,upon request from Company,the SellingSecurityholder will fund$500,000.00 to Company within three(3)trading days of the effectiveness of the Initial Registration Statement(“Pre-PaidPurchase#3”).Pursuant to the Letter Agreement,if the S

214、EC determines that the Initial Registration Statement constitutes an“indirect primary offering,”the Selling Securityholder will have no obligation to purchase Pre-Paid Purchase#3 or any other Pre-Paid Purchases under the terms of the PurchaseAgreement.Notwithstanding the foregoing,provided that the

215、Company registers the maximum number of Ordinary Shares allowed by the SEC whilemaintaining the effectiveness of the Initial Registration Statement as a“secondary offering,”the Selling Securityholder will be obligated to purchase Pre-Paid Purchase#3.The Purchase Agreement,the Pre-Paid Purchase Agree

216、ment and the Registration Rights Agreement contain customary registration rights,representations,warranties,conditions and indemnification obligations by each party.The representations,warranties and covenants contained in the Purchase Agreement,the Pre-Paid Purchase Agreement and the Registration R

217、ights Agreement were made only for purposes of the Purchase Agreement,the Pre-Paid PurchaseAgreement and the Registration Rights Agreement and as of specific dates,were solely for the benefit of the parties to such agreements and are subject tocertain important limitations.Copies of the Purchase Agr

218、eement,the Pre-Paid Purchase Agreement,the Registration Rights Agreement,and the Letter Agreement are filed herewith asExhibit 10.10,10.11,10.12 and 10.13,respectively,and are incorporated by reference herein.82025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder

219、.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm18/200 Corporate History and Structure Founder Energy(Malaysia)was established on April 13,2021,as a private company limited by shares organized under the laws of Malaysia.FounderEnergy(Malaysia)holds 100%o

220、f the equity interests in the following entities:(i)Founder Assets,which was established in Malaysia on September 21,2022,as a wholly owned subsidiary of Founder Energy(Malaysia);(ii)Founder Energy(Singapore),which was established in Singapore on May 27,2022,as a wholly owned subsidiary of Founder E

221、nergy(Malaysia);and(iii)Founder Solar Solution,which was established in Malaysia on February 10,2025,asa wholly owned subsidiary of Founder Energy(Malaysia).On February 24,2023,Founder Assets issued 999,900 ordinary shares at RM1 per share toFounder Energy(Malaysia),for a total consideration of RM99

222、9,900,after which Founder Energy(Malaysia)holds 1,000,000 shares of Founder Assets intotal,as its sole shareholder.Subsequently on January 21,2025,Founder Assets issued 1,000,000 ordinary shares at RM1 per share to Founder Energy(Malaysia),for a total consideration of RM1,000,000,after which Founder

223、 Energy(Malaysia)holds 2,000,000 shares of Founder Assets in total,as its soleshareholder.In connection with our initial public offering,we have undertaken a reorganization of our corporate structure(the“Reorganization”)in the following steps:on May 18,2023,we incorporated Founder Group as a BVI bus

224、iness company limited by shares incorporated and registered under the laws of theBVI;and on June 14,2023,Founder Group acquired 100%of the equity interests in Founder Energy(Malaysia)from its original shareholders*.Consequently,Founder Group,through a restructuring which is accounted for as a reorga

225、nization of entities under common control,became theultimate holding company of all other entities mentioned above.On January 14,2025,we established a new subsidiary,Founder Assets(Thailand)Company Limited,in Thailand,which is 99%owned by the Companyand 1%owned by Lee Seng Chi and See Sian Seong equ

226、ally.Founder Assets(Thailand)Company Limited primarily engages in investment in renewableenergy assets at Thailand.On February 10,2025,our wholly owned subsidiary,Founder Energy(Malaysia),established a new wholly owned subsidiaryFounder Solar Solution Sdn Bhd.in Malaysia.Founder Solar Solution Sdn B

227、hd.primarily engages in providing EPCC services for residential solarprojects.*Founder Energy(Malaysia)was established on April 13,2021,with Lee Seng Chi being the sole shareholder.On September 8,2021,Lee Seng Chitransferred 663,000 shares,representing 51%of the equity interests in Founder Energy(Ma

228、laysia),to Reservoir Link Energy Bhd.On June 14,2023,Founder Group acquired 100%of the equity interests in Founder Energy(Malaysia)from its then shareholders,Lee Seng Chi(49%shareholder)andReservoir Link Energy Bhd.(51%shareholder).The following chart illustrates our corporate structure as on May 19

229、,2025 and is based on 19,415,289 Ordinary Shares issued and outstanding as of thedate of this prospectus.For more details on our corporate history,please refer to“Corporate History and Structure.”*Reservoir Link Energy Bhd.is ultimately controlled by its board of directors.See Note 2 under“Principal

230、 Shareholders.”*As required by local regulation in Thailand,balance of 0.00025%shareholding is owned by management,Lee Seng Chi and See Sian Seong equally.92025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000

231、121390025045533/ea0234958-f1_founder.htm19/200 The following chart illustrates our corporate structure following the offering and is based on 19,415,289 Ordinary Shares issued and outstanding as of thedate of this prospectus and 10,000,000 Ordinary Shares to be sold in this offering.Summary of Risk

232、Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before making aninvestment in our Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks aredi

233、scussed more fully in the section titled“Risk Factors.”Risks Related to Our Business and Industry Risks and uncertainties related to our business include,but are not limited to,the following:our limited operating history in a rapidly evolving industry makes it difficult to accurately forecast our fu

234、ture operating results and evaluate ourbusiness prospects(see page 16 of this prospectus);our business is project based and we may not be able to continuously secure large-scale solar projects to support our high growth in revenue andprofit(see page 16 of this prospectus);we depend on our subcontrac

235、tors to perform part of our services(see page 18 of this prospectus);we face risks associated with concentration of revenue from a few large clients.Any interruption in operations in such major clients may have anadverse effect on our business,financial condition,and results of operations(see page 1

236、8 of this prospectus);we are exposed to risks related to concentration of suppliers as we rely on a few major suppliers,and such concentration may have a materialadverse effect on our business and results of operations(see page 18 of this prospectus);our business and financial performance are affect

237、ed by project execution(see page 19 of this prospectus);we depend on the retention and procurement of certain approvals,registrations,permits and licenses(see page 19 of this prospectus);our business is subject to inherent risks in the solar energy industry(see page 19 of this prospectus);102025/5/2

238、1 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm20/200 technological improvements in power generation may result in more cost efficient and environmentally friendly methods

239、 of power generationcompared to using solar PV systems(see page 20 of this prospectus);the industry in which we operate is highly competitive,and we may not be able to compete successfully against existing or new competitors,which could reduce our market share and adversely affect our competitive po

240、sition,financial performance,and results of operations(see page 20of this prospectus);and we may be unsuccessful in expanding and operating our business internationally,which could adversely affect our results of operations(see page23 of this prospectus).Risks Related to this Offering by the Selling

241、 Securityholder and Transactions under the Purchase Agreement Sales of a substantial number of our securities in the public market by the Selling Securityholder and/or by our existing securityholders couldcause the price of our Ordinary Shares to fall(see page 26 of this prospectus);The Selling Secu

242、rityholder has acquired and may purchase Ordinary Shares at a price below the current trading price of the Ordinary Shares,andmay experience a positive rate of return based on the current trading price.Future investors in the Company may not experience a similar rate ofreturn(see page 26 of this pro

243、spectus);We may be required to make cash payments or issue a substantial number of Ordinary Shares under the Purchase Agreement,which could reducethe amount of cash available to fund our operations or dilute the ownership percentage held by our investors(see page 27 of this prospectus);It is not pos

244、sible to predict the actual number of Purchase Shares,if any,we will sell under the Purchase Agreement to the Selling Securityholder,or the actual gross proceeds resulting from the Purchase Agreement(see page 27 of this prospectus);Investors who buy Ordinary Shares from the Selling Securityholder at

245、 different times will likely pay different prices(see page 28 of thisprospectus);and If the Company ceases to qualify as a foreign private issuer it would become subject to Nasdaq Listing Rule 5635(d)and would have to obtainshareholder approval for the issuance of Purchase Shares under the Purchase

246、Agreement that exceed the limits set under this rule(see page 28 ofthis prospectus).Risks Relating to the Ownership of Our Securities In addition to the risks described above,we are subject to general risks and uncertainties relating to this offering and the trading market,including,but notlimited t

247、o,the following:there has been no public market for our Ordinary Shares prior to our initial public offering,and you may not be able to resell our Ordinary Sharesat or above the price you pay for them,or at all(see page 28 of this prospectus);we have incurred substantial increased costs as a result

248、of being a public company(see page 30 of this prospectus);substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the priceof our Ordinary Shares to decline(see page 31 of this prospectus);we do not intend to pay div

249、idends for the foreseeable future(see page 31 of this prospectus);the market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance,and you may not be able to resellyour shares at or above the price you paid(see page 31 of this prospectus);112025/5/21 15:

250、57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm21/200 certain recent initial public offerings of companies with public floats comparable to our public float have experienced ex

251、treme volatility that wasseemingly unrelated to the underlying performance of the respective company.We may experience similar volatility,which may make it difficultfor prospective investors to assess the value of our Ordinary Shares(see page 29 of this prospectus);if we fail to implement and mainta

252、in an effective system of internal controls or fail to remediate the material weaknesses in our internal controlover financial reporting that have been identified,we may fail to meet our reporting obligations or be unable to accurately report our results ofoperations or prevent fraud,and investor co

253、nfidence and the market price of our Ordinary Shares may be materially and adversely affected(seepage 30 of this prospectus);our management has broad discretion to determine how to use the funds received in the Purchase Agreement and may use them in ways that maynot enhance our results of operations

254、 or the price of our Ordinary Shares(see page 28 of this prospectus);if we cease to qualify as a foreign private issuer,we would be required to comply fully with the reporting requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significant additional legal,accountin

255、g and other expenses that we would not incur as aforeign private issuer(see page 32 of this prospectus);because we are a foreign private issuer and are exempt from certain corporate governance standards established by the national securitiesexchanges that are applicable to U.S.issuers,you have less

256、protection than you would have if we were a domestic issuer(see page 32 of thisprospectus);if we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market,our securities may be delisted,which couldnegatively impact the price of our securities and your ability t

257、o sell them(see page 33 of this prospectus);we are an“emerging growth company”within the meaning of the Securities Act,and if we take advantage of certain exemptions from disclosurerequirements available to emerging growth companies,this will make it more difficult to compare our performance with ot

258、her public companies(see page 35 of this prospectus);and you may have difficulty enforcing judgments against us(see page 35 of this prospectus).Corporate Information Our principal executive office is located at No.17,Jalan Astana 1D,Bandar Bukit Raja,41050 Klang,Selangor Darul Ehsan,Malaysia,and our

259、 phonenumber is+603-3358 5638.Our registered office in the BVI is located at Vistra Corporate Services Centre,Wickhams Cay II,Road Town,Tortola,VG1110,BVI.We maintain a corporate website at https:/.my.The information contained in,or accessible from,our website orany other website does not constitute

260、 a part of this prospectus.Our agent for service of process in the United States is Cogency Global Inc.Impact of the COVID-19 Pandemic on Our Operations and Financial Performance As of the date of this prospectus,the impact of Coronavirus Disease 2019(“COVID-19”)on our business has been limited,but

261、our prospects and results ofoperations may depend on future developments of the COVID-19 pandemic,which are highly uncertain and cannot be predicted as of the date of thisprospectus.The impact of the COVID-19 pandemic on our business going forward will depend on a range of factors which we are not a

262、ble to accuratelypredict,including the duration and scope of the pandemic,a repeat of the spike in the number of COVID-19 cases,the geographic regions impacted,theimpact of the pandemic on economic activity and the nature and severity of measures adopted by governments,including restrictions on trav

263、el,mandates toavoid large gatherings and orders to self-quarantine or shelter in place.The COVID-19 pandemic could also limit the ability of customers,suppliers andbusiness partners to perform.Even after the COVID-19 pandemic has subsided,we may continue to experience an adverse impact to our busine

264、ss as aresult of the COVID-19 pandemics global economic impact,including any economic recession that has occurred or may occur in the future that will havean impact in the growth of the solar energy industry.See“Risk Factors Risks Related to Our Business and Industry The ongoing effects of the COVID

265、-19 pandemic in Malaysia may have a materialadverse effect on our business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations COVID-19 PandemicAffecting Our Results of Operations.”122025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-

266、f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm22/200 Implications of Our Being an“Emerging Growth Company”As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in

267、the JumpstartOur Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that areotherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial state

268、ments and only two years of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing howthose elements fit with our principles a

269、nd objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obt

270、ain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-perf

271、ormance graph and chief executive officer pay ratiodisclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting u

272、ntil our second annual report on Form 20-Ffollowing the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of newor revised financial accounting standards under

273、107 of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare ourfinancial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under107 of the JOBS Act.Under the JOBS Act,we may take adva

274、ntage of the above-described reduced reporting requirements and exemptions until we no longer meet the definitionof an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of the fiscal year in whichthe fifth anniversary of our initial sale of

275、 common equity pursuant to a registration statement declared effective under the Securities Act of 1933,asamended(the“Securities Act”)occurred,if we have more than$1.235 billion in annual revenue,have more than$700 million in market value of ourOrdinary Shares held by non-affiliates,or issue more th

276、an$1 billion in principal amount of non-convertible debt over a three-year period.132025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm23/200 Foreign Private Issuer St

277、atus We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,weare exempt from certain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange

278、Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certain is

279、sues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizatio

280、ns in respect ofa security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and tradingactivities and establishing insider liability for profits realized from any“short-swing”tra

281、ding transaction.We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year.Press releases relating to financial results andmaterial events will also be furnished to the SEC on Form 6-K.However,the information we are required to file with or furnish t

282、o the SEC will be lessextensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.As a result,you may not be afforded the sameprotections or information that would be made available to you were you investing in a U.S.domestic issuer.The Nasdaq listing rules p

283、rovide that a foreign private issuer may follow the practices of its home country,which for us is the British Virgin Islands,ratherthan the Nasdaq rules as to certain corporate governance requirements,including the requirement that the issuer have a majority of independent directors,the audit commit

284、tee,compensation committee,and nominating and corporate governance committee requirements,the requirement to disclose third-partydirector and nominee compensation,and the requirement to distribute annual and interim reports.A foreign private issuer that follows a home countrypractice in lieu of one

285、or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it does not follow anddescribe the home country practice followed by the issuer in lieu of such requirements.We intend to take advantage of these exceptions to the Nasdaqcorporate gove

286、rnance rules.See“Risk Factors Risks Related to this Offering by the Selling Securityholder and Transactions under the PurchaseAgreement and Risks Relating to the Ownership of Our Securities Because we are a foreign private issuer and are exempt from certain corporategovernance standards established

287、by the national securities exchanges that are applicable to U.S.issuers,you have less protection than you would have ifwe were a domestic issuer.”Although as a foreign private issuer that follows home country practice we are not required to have an audit committee,compensation committee or nominatio

288、n committee,we currently have in place an audit committee with three independent directors,a compensationcommittee with three independent directors and a nomination committee with three independent directors,however,we are not required to do so and maycease to do so in the future so long as we remai

289、n a foreign private issuer.142025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm24/200 THE OFFERING Securities offered by the Selling Securityholder 11,750,000 Ordinar

290、y Shares consisting of 10,000,000 Purchase Shares,1,750,000Commitment Shares,1,650,000 of which constitute the Pre-Delivery Shares.Ordinary Shares outstanding prior to the completion ofthis offering 19,415,289 Ordinary Shares See“Description of Shares”for more information.Ordinary Shares outstanding

291、 immediately after thecompletion of this offering(1)29,415,289 Ordinary Shares including the issuance of 10,000,000 Purchase Shares,1,750,000 Commitment Shares,1,650,000 of which constitute the Pre-Delivery Shares.Listing Our Ordinary Shares are listed on the Nasdaq Capital Market.Symbol“FGL”Transfe

292、r Agent VStock Transfer,LLC Use of proceeds All of the Ordinary Shares offered by the Selling Securityholder will be sold by them fortheir respective accounts.We will not receive any of the proceeds from these sales.The Selling Securityholder will pay any underwriting fees,discounts,selling commissi

293、ons,stock transfer taxes and certain legal expenses incurred by such Selling Securityholder indisposing of their Ordinary Shares,and we will bear all other costs,fees and expensesincurred in effecting the registration of such securities covered by this prospectus,including,without limitation,all reg

294、istration and filing fees,Nasdaq listing fees and feesand expenses of our counsel and our independent registered public accountants.We may receive up to$10,000,000 in aggregate gross proceeds from the SellingSecurityholder under the Purchase Agreement.We intend to use the proceeds from theoffering f

295、or:(i)expansion into other countries in Southeast Asia;(ii)business expansionincluding offering EPCC services for other types of renewable energy such as hydropower;(iii)general working capital and(iv)mergers and acquisitions.See“Use of Proceeds”onpage 38 for more information.Risk factors The Ordina

296、ry Shares offered hereby involve a high degree of risk.You should read“RiskFactors”beginning on page 16 for a discussion of factors to consider before deciding toinvest in our Ordinary Shares.(1)The number of Ordinary Shares outstanding immediately following this offering is based on 19,415,289 Ordi

297、nary Shares outstanding as of May 19,2025 and excludes:48,750 Ordinary Shares issuable upon exercise of representatives warrant issued to the underwriters on October 22,2024,in our initial publicoffering.152025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm

298、https:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm25/200 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefullythe risks described below,together w

299、ith all of the other information set forth in this prospectus,including the section titled“Managements Discussion andAnalysis of Financial Condition and Results of Operations”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial cond

300、ition,results of operations,or cash flow could be materially and adversely affected,which could cause the trading price of ourOrdinary Shares to decline,resulting in a loss of all or part of your investment.The risks described below and discussed in other parts of this prospectus arenot the only one

301、s that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect our business.You should onlyconsider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.Risks Related to Our Business and Industry Our limited opera

302、ting history in a rapidly evolving industry makes it difficult to accurately forecast our future operating results and evaluate our businessprospects.We commenced operations through our subsidiary Founder Energy(Malaysia)in April 2021 and have a limited operating history.Members of ourmanagement tea

303、m have been working together only for a short period of time and may still be in the process of exploring approaches to running our Companyand reaching consensus among themselves,which may affect the efficiency and results of our operation.Due to our limited operating history,our historicalgrowth ra

304、te may not be indicative of our future performance.Our future performance may be more susceptible to certain risks than a company with a longeroperating history in the same or a different industry.Many of the factors discussed below could adversely affect our business and prospects and futureperform

305、ance,including:our ability to maintain,expand,and further develop our relationships with our clients to meet their increasing demand;the continued growth and development of the solar energy industry;our ability to keep up with the technological developments or new business models of the rapidly evol

306、ving solar energy industry;our ability to attract and retain qualified and skilled employees;our ability to effectively manage our growth;and our ability to compete effectively with our competitors in the solar energy industry.We may not be successful in addressing the risks and uncertainties listed

307、 above,among others,which may materially and adversely affect our business,resultsof operations,financial condition,and future prospects.Our business is project based and we may not be able to continuously secure large-scale solar projects to support our high growth in revenue and profit.For the fis

308、cal years ended December 31,2022,2023,and 2024,our revenue generated from large-scale solar projects services was RM51,761,466,RM131,988,574,and RM68,864,991(approximately US$15,387,105),respectively,accounting for 82%,89%,and 76%of our total revenue,respectively.Forthe fiscal years ended December 3

309、1,2022,2023,and 2024,our total revenue was RM63,509,466,RM148,053,973,and RM90,344,588(approximatelyUS$20,186,479),respectively,representing a growth rate of 133%from fiscal year 2022 to fiscal year 2023,and a negative growth rate of 39%from fiscalyear 2023 to fiscal year 2024.For the same fiscal ye

310、ars,our net income was RM3,943,506,RM7,147,068,and net loss of RM5,150,005(approximatelyUS$1,150,711),respectively,representing a growth rate of 81%from fiscal year 2022 to fiscal year 2023,and a negative growth rate of 172%from fiscal year2023 to fiscal year 2024.The nature of our EPCC services is

311、project based.The project-based nature of our business brings with it a risk of not being able toconsistently secure large-scale solar projects,which could impact our ability to support revenue and profit growth.Large-scale solar projects typically havelengthy development cycles,averaging between 13

312、 to 19 months,which introduces uncertainty into our project pipeline and financial projections.162025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm26/200 The extended

313、 duration of large-scale solar projects poses several challenges.The lengthy development phase increases the time between securing a project andgenerating revenue from it.This time gap can strain cash flow and working capital,potentially affecting our ability to meet financial obligations and invest

314、 infuture projects.The prolonged timeline also increases exposure to market fluctuations,regulatory changes,and other external factors that may impact projectviability and profitability.In addition,the process of securing large-scale solar projects is typically competitive and subject to various fac

315、tors beyond ourcontrol,such as government policies,incentives,and market dynamics.If we experience delays or face challenges in securing large-scale projects,it maymaterially and adversely affect our business,results of operations,financial condition,and future prospects.If our subsidiary Founder En

316、ergy(Malaysia)fails to comply with the Construction Industry Development Board Malaysia Act 1994(“CIDBA 1994”),itsbusiness operations could be materially and adversely affected.The CIDBA 1994 regulates the establishment of Malaysian Construction Industry Development Board(“CIDB”)and provides for its

317、 function in relation tothe construction industry and all matters connected therewith throughout Malaysia.Under CIDBA 1994,contractors are mandated to register with CIDB andpossess a valid certificate of registration to undertake construction works.Additionally,Section 34(1)of the CIDBA 1994 require

318、s contractors to declare andsubmit awarded construction contracts to CIDB.As of the date of this prospectus,our subsidiary,Founder Energy(Malaysia)holds a valid Grade G7 certificate of registration issued under CIDBA 1994.However,Founder Energy(Malaysia)breached Section 34(1)of the CIDBA 1994 by fai

319、ling to declare and submit 31 contracts to CIDB.Among thesecontracts,12 were awarded to Founder Energy(Malaysia)as the main contractor,with six contracts exceeding RM500,000 in value,while the remaining 19were awarded to Founder Energy(Malaysia)as a sub-contractor.Founder Energy(Malaysia)potentially

320、 faces a fine of up to RM1,550,000.As a result of the breach,Founder Energy(Malaysia)may be subject to fines or penalties or its certificate of registration may be subject to suspension orrevocation,which could result in a material adverse impact on our operations.Although Founder Energy(Malaysia)ha

321、s rectified this non-compliance bypromptly declaring and submitting these contracts with CIDB,Founder Energy(Malaysia)is still subject to risk of fines and/or regulatory actions from theCIDB.As of the date of this prospectus,Founder Energy(Malaysia)has not been fined or issued with any notice of non

322、-compliance from CIDB or any otherrelevant authorities.See“Regulations Regulations Relating to Our EPCC Services in Malaysia Construction Industry Development Board Malaysia Act1994.”If our subsidiary Founder Assets fails to secure approval from the Energy Commission of Malaysia,its business operati

323、ons could be materially andadversely affected.In February 2023,our subsidiary,Founder Assets,entered into a deed of novation with two Malaysian entities,party A and party B,and maintain a solar PVsystem,while party B agrees to purchase power generated from the system for a 20-year term.See“Business

324、Our Growth Strategies Expand OurInvestment in Renewable Energy Assets,Such as Solar PV Systems.”To carry out this project,Founder Assets successfully applied for and were granted aLicense for Public Installation by the Energy Commission of Malaysia.This license authorizes the use,operation,and maint

325、enance of a solar PV system forthe supply of electricity to party B under the PPA.However,this license imposes restrictions on changes in shareholders and the shareholding structure ofFounder Assets.As of the date of this prospectus,the project has been fully completed and is operating in compliance

326、 with all applicable laws;and FounderAssets is actively in the process of seeking written approval from the Energy Commission of Malaysia concerning changes in shareholding structure resultingfrom Founder Groups initial public offering(the“IPO”).Even though failure to secure such approval will not m

327、aterially affect our financial conditions,wemay face the risk of having our License for Public Installation suspended or revoked by the Energy Commission of Malaysia.,leading to adverse effects onFounder Assets business operations.However,as of the date of this prospectus,we have confirmed that we h

328、ave not received any notice of suspension orrevocation that would render the license invalid.172025/5/21 15:57sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htmhttps:/www.sec.gov/Archives/edgar/data/1989930/000121390025045533/ea0234958-f1_founder.htm27/200 We face risks

329、associated with concentration of revenue from a few large clients.Any interruption in operations in such major clients may have an adverseeffect on our business,financial condition,and results of operations.In fiscal year 2024,we derived a significant portion of our revenue from two customers,JS Sol

330、ar Sdn.Bhd.and Samaiden Sdn.Bhd.,which contributed23.25%and 11.55%of our total revenue,respectively.In fiscal year 2023,we derived a significant portion of our revenue from three customers,Atlantic BlueSdn Bhd.,Samaiden Sdn Bhd.and Customer S,which contributed 29.87%,15.60%,and 10.60%of our total re

331、venue,respectively.Similarly,in fiscal year2022,we derived a significant portion of our revenue from two customers,Atlantic Blue Sdn.Bhd.and Savelite Engineering Sdn.Bhd.,which contributed39.67%and 10.79%of our total revenue,respectively.We are not dependent on the above-mentioned customers for our

332、business continuity as our contracts with them are on project basis and we have been able tosecure projects from different customers over the last three fiscal years and to date.As of December 31,2024,we had two on-going large-scale solar projectsand eight on-going C&I project.As of the date hereof,

333、we have three on-going large-scale solar projects and five on-going C&I projects.See“Business OurSolar Projects.”However,the substantial contribution of revenue from specific customers indicates that our financial performance is heavily reliant on theirproject requirements and timelines.If there are delays,cancellations,or reduced project activity from these customers,our revenue stream could besi