F-1: Founder Group Limited Files for Resale of Up to 11.75 Million Ordinary Shares

Founder Group Limited is registering for the resale of up to 11.75 million ordinary shares by a selling securityholder, AVONDALE CAPITAL, LLC, following a securities purchase agreement.

Summary

• Founder Group Limited has filed a registration statement for the resale of up to 11,750,000 ordinary shares by the selling securityholder, AVONDALE CAPITAL, LLC.
• These shares consist of 1,750,000 Commitment Shares and potentially 10,000,000 Purchase Shares issuable under a Securities Purchase Agreement dated April 22, 2025.
• The company will not receive any proceeds from the sale of these shares by the selling securityholder.
• The selling securityholder may receive a positive rate of return based on the current trading price.
• The company may receive up to $10,000,000 in aggregate gross proceeds from the Selling Securityholder under the Purchase Agreement.
• The company intends to use the proceeds from the offering for expansion into other countries in Southeast Asia, business expansion including offering EPCC services for other types of renewable energy such as hydropower, general working capital and mergers and acquisitions.
• The company's Ordinary Shares are listed on the Nasdaq Capital Market under the symbol FGL, with a closing sale price of $1.28 per share on May 14, 2025.

Sentiment

Score: 5

Explanation: The document presents a neutral sentiment. While it outlines a potential capital raise, it also highlights risks associated with the offering and the selling securityholder's actions.

Positives

• The company may receive up to $10,000,000 in aggregate gross proceeds from the Selling Securityholder under the Purchase Agreement.
• The company intends to use the proceeds from the offering for expansion into other countries in Southeast Asia, business expansion including offering EPCC services for other types of renewable energy such as hydropower, general working capital and mergers and acquisitions.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling securityholder.
• The selling securityholder may acquire Ordinary Shares at a price below the current trading price of the Ordinary Shares, and may experience a positive rate of return based on the current trading price.
• The company may be required to make cash payments or issue a substantial number of Ordinary Shares under the Purchase Agreement, which could reduce the amount of cash available to fund our operations or dilute the ownership percentage held by our investors.

Risks

• Sales of a substantial number of our securities in the public market by the Selling Securityholder and/or by our existing securityholders could cause the price of our Ordinary Shares to fall.
• The Selling Securityholder has acquired and may purchase Ordinary Shares at a price below the current trading price of the Ordinary Shares, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.
• We may be required to make cash payments or issue a substantial number of Ordinary Shares under the Purchase Agreement, which could reduce the amount of cash available to fund our operations or dilute the ownership percentage held by our investors.
• It is not possible 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.
• Investors who buy Ordinary Shares from the Selling Securityholder at different times will likely pay different prices.
• 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 obtain shareholder approval for the issuance of Purchase Shares under the Purchase Agreement that exceed the limits set under this rule.

Future Outlook

The company intends to use the proceeds from the offering for expansion into other countries in Southeast Asia, business expansion including offering EPCC services for other types of renewable energy such as hydropower, general working capital and mergers and acquisitions.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors beyond the company's plans for expansion.

Stakeholder Impact

• Existing shareholders may experience dilution due to the potential issuance of new shares.
• The market price of the company's ordinary shares could be affected by sales of a substantial number of shares by the selling securityholder.

Next Steps

• The company will file a registration statement with the SEC to register the resale of the ordinary shares.
• The company will use reasonable best efforts to keep each Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times the Registration Period.

Key Dates

Keywords

ordinary shares, securities purchase agreement, registration statement, selling securityholder, founder group limited, purchase shares, commitment shares, Avondale Capital LLC, pre-paid purchase