F-1: Founder Group Limited Files for IPO, Aiming for Nasdaq Listing

Sentiment:

Registration Statement


Founder Group Limited, a Malaysian solar EPCC solutions provider, has filed for an initial public offering (IPO) to list its ordinary shares on the Nasdaq Capital Market.

Capital raiseThe company is conducting an initial public offering (IPO) of 2,500,000 ordinary shares.The expected price range for the IPO is $4.00 to $5.00 per share.The company intends to use the net proceeds from the offering for expansion into other countries in Southeast Asia, business expansion, general working capital, and mergers and acquisitions.The company will issue warrants to the lead underwriter to purchase a number of Ordinary Shares equal to 4% of the aggregate number of Ordinary Shares sold in this offering.
Better than expectedThe company's revenue and net income growth rates in 2023 significantly exceeded those of 2022.

Summary

  • Founder Group Limited, a British Virgin Islands-based company, is planning an IPO of 2,500,000 ordinary shares with an expected price range of $4.00 to $5.00 per share.
  • The company's primary business is providing end-to-end EPCC solutions for solar PV facilities in Malaysia, focusing on large-scale solar projects (1 MWac or more) and commercial & industrial (C&I) solar projects.
  • In 2023, revenue from large-scale solar projects was RM131,988,573 (US$28,746,286), representing 89% of total revenue, while C&I projects generated RM16,065,400 (US$3,498,944), or 11% of total revenue.
  • The company experienced a revenue growth rate of 133% from RM63,509,466 in 2022 to RM148,053,973 (US$32,245,230) in 2023, and net income grew by 81% from RM3,943,506 to RM7,141,101 (US$1,555,287) over the same period.
  • The IPO proceeds are intended for expansion into Southeast Asia, business diversification into hydropower and biogas, general working capital, and potential mergers and acquisitions.
  • Following the IPO, Reservoir Link Energy Bhd. is expected to own approximately 43.99% of the company's outstanding ordinary shares (43.11% if the over-allotment option is exercised).

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook for the company, highlighting strong growth and expansion plans. However, it also acknowledges several risks and challenges, resulting in a moderately positive sentiment score.

Positives

  • The company has experienced significant revenue and net income growth in recent years.
  • The company is expanding into other countries in Southeast Asia.
  • The company is diversifying its services to include hydropower and biogas.
  • The company has a dedicated design and engineering team.
  • The company has an experienced management team.

Negatives

  • The company has a limited operating history.
  • The company's business is project-based and may not be able to continuously secure large-scale solar projects.
  • The company depends on subcontractors to perform part of its services.
  • The company faces risks associated with concentration of revenue from a few large clients.
  • The company is exposed to risks related to concentration of suppliers.
  • The company is geographically concentrated in Malaysia.

Risks

  • The company's limited operating history makes it difficult to accurately forecast future operating results.
  • The company may not be able to continuously secure large-scale solar projects to support its high growth.
  • The company depends on subcontractors to perform part of its services, which could lead to non-performance or poor performance.
  • The company faces risks associated with concentration of revenue from a few large clients.
  • The company is exposed to risks related to concentration of suppliers.
  • The company's business and financial performance are affected by project execution.
  • The company depends on the retention and procurement of certain approvals, registrations, permits and licenses.
  • The company's business is subject to inherent risks in the solar energy industry.
  • The company may be unsuccessful in expanding and operating its business internationally.
  • 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 influence on us.
  • There has been no public market for our Ordinary Shares prior to this offering, and you may not be able to resell our Ordinary Shares at or above the price you pay for them, or at all.

Future Outlook

The company intends to expand its business in Southeast Asia, diversify into other renewable energy sources like hydropower and biogas, and pursue mergers and acquisitions to enhance business synergy and market share.

Industry Context

The solar energy industry is experiencing rapid growth globally and in the ASEAN region, driven by increasing cost competitiveness, improving technology, and government support. Malaysia has set a target to reach 31% of renewable energy shares in its national installed capacity mix by 2025.

Comparison to Industry Standards

  • The document mentions the Malaysian government's target of achieving 31% renewable energy in the overall installed capacity mix by 2025, primarily attributed to solar and hydro energy.
  • The document references the Malaysian Large-scale Solar (LSS) Program, which awarded approximately 2.46 GW of solar PV capacity as of 2020.
  • The document mentions the Corporate Green Power Programme (CGPP) introduced in November 2022, which had an initial quota of 600MW and an additional 200MW allocated in March 2023.

Legal Proceedings

  • Founder Energy (Malaysia) breached Section 34(1) of the CIDBA 1994 by failing to declare and submit 31 contracts to CIDB and potentially faces a fine of up to RM1,550,000.

Related Party Transactions

  • The company has engaged in transactions with related parties, including Solar Bina Engineering Sdn. Bhd., Reservoir Link Energy Bhd., and Lee Seng Chi.

Stakeholder Impact

  • The IPO will provide new investors with an opportunity to invest in the company.
  • The company's expansion plans could create new jobs and economic opportunities in Southeast Asia.
  • The company's focus on renewable energy could contribute to a more sustainable future.

Next Steps

  • The company plans to list its Ordinary Shares on the Nasdaq Capital Market.
  • The company intends to use the proceeds from the offering for expansion into other countries in Southeast Asia.
  • The company plans to offer EPCC services for other types of renewable energy, such as hydropower and biogas.
  • The company plans to use the proceeds for general working capital.
  • The company plans to use the proceeds for mergers and acquisitions.

Key Dates

DateDescription
April 13, 2021Founder Energy (Malaysia) was established.
May 27, 2022Founder Energy (Singapore) was established.
September 21, 2022Founder Assets was established.
February 24, 2023Founder Assets issued 999,900 ordinary shares to Founder Energy (Malaysia).
May 18, 2023Founder Group was incorporated in the British Virgin Islands.
June 1, 2023Lee Seng Chi transferred 663,000 shares, representing 51% of the equity interests in Founder Energy (Malaysia), to Reservoir Link Energy Bhd.
June 14, 2023Founder Group acquired 100% of the equity interests in Founder Energy (Malaysia).
July 1, 2023See Sian Seong appointed as the Chief Financial Officer of Founder Group.
January 4, 2024Founder Group issued a warrant to V Capital Quantum Sdn Bhd. to purchase up to 300,000 Ordinary Shares.
April 3, 2024Founder Group issued a warrant to CNP Equity Limited to purchase up to 1,200,000 Ordinary Shares.
August 1, 2024Date of F-1 filing.

Keywords

IPO, solar, EPCC, renewable energy, Malaysia, Nasdaq, Founder Group Limited, initial public offering, photovoltaic, FGL

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