Founder Group Ltd - Form 6-K Summary
Business Context and Reporting Period
This Form 6-K report covers the month of December 2025 for Founder Group Limited, a British Virgin Islands corporation with its principal executive office in Malaysia. The filing discloses a material financing transaction consummated on December 11, 2025.
Key Financial Metrics
The filing does not provide standard operating metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to a new debt instrument:
- Convertible Note Principal: $16,070,000
- Original Issue Discount: $1,050,000
- Transaction Expenses: $20,000
- Interest Rate: 6% per annum (simple interest)
- Cash Received at Closing: $3,000,000 paid directly to the Company
- Funds in Deposit Account: $12,000,000 held in a subsidiary account
Material Changes
The Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC. This transaction represents a significant change in the Company's capital structure, introducing a secured convertible promissory note. The note is secured by a guaranty from the Company's wholly-owned subsidiary, Founder Capital, LLC, and a pledge of the Company's equity interests in that subsidiary.
Outlook, Risks, and Contingencies
Conversion Terms: The note is convertible into Class A Ordinary Shares at 82.5% of the lowest daily volume weighted average price during the ten trading days preceding the measurement date. A cash conversion option exists if the price falls below $0.06874.
Regulatory Obligations: The Company is required to file a Form F-1 registration statement within 30 days of December 11, 2025, to register at least 230,000,000 shares for the Investor's resale.
Liquidity Structure: While $15,000,000 of the principal was funded, $12,000,000 is held in a controlled deposit account (DACA) at Lakeside Bank, restricting immediate access to these funds for general operations.
Investor Verification Checklist
- Verify the status of the required Form F-1 registration statement filing deadline (within 30 days of Dec 11, 2025).
- Confirm the specific terms of the Deposit Account Control Agreement (DACA) regarding the release of the $12,000,000 held in escrow.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for additional covenants or default provisions.
- Assess the dilution impact of the potential issuance of up to 230,000,000 shares upon conversion.
- Monitor the Company's stock price relative to the $0.06874 cash conversion threshold.