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Founder Group (FGL) restructures $8M note and secures up to $20M pre-paid share funding

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Form Type
6-K

Rhea-AI Filing Summary

Founder Group Limited reports two financing transactions with institutional investors. On June 30, 2026, it agreed with Streeterville Capital to carve out a new secured convertible note into a separate US$8,000,000 Partitioned Note and immediately exchange it for a new secured non-convertible promissory note in the same principal amount, bearing 6% annual interest and maturing on December 11, 2027. This effectively converts part of an earlier US$16,070,000 secured convertible obligation into straight debt with a defined maturity and coupon.

On July 6, 2026, Founder Group entered a securities purchase agreement with Avondale Capital for one or more Pre-Paid Purchases of its Class A ordinary shares with an aggregate purchase amount of up to $20,000,000. The company issued an initial Pre-Paid Purchase of $1,080,000, subject to a $70,000 original issue discount and a $10,000 transaction expense amount. Subsequent Pre-Paid Purchases will carry a 7% original issue discount and accrue 8% annual interest, providing a structured way to raise additional capital over time.

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Insights

Founder Group restructures part of its convertible debt and adds a pre-paid equity financing facility.

Founder Group Limited exchanged a US$8,000,000 portion of an earlier secured convertible note into a secured non-convertible note at 6% interest, maturing on December 11, 2027. This reduces immediate equity conversion risk on that slice of the original US$16,070,000 instrument.

The company also set up a pre-paid purchase program with Avondale Capital for up to $20,000,000 of Class A ordinary shares, starting with a $1,080,000 initial tranche that includes a $70,000 original issue discount and $10,000 expenses. Each future tranche carries a 7% discount and 8% interest, making the economic cost of capital an important factor once further Pre-Paid Purchases are drawn.

Actual impact on existing shareholders will depend on how much of the $20,000,000 capacity is utilized and the pricing mechanics within each Pre-Paid Purchase. Subsequent company filings may provide more detail on drawdowns and resulting share issuance over time.

Partitioned Note principal US$8,000,000 Principal amount partitioned and exchanged on June 30, 2026
Original convertible note size US$16,070,000 Original secured convertible promissory note issued December 11, 2025
Exchange Note interest rate 6% per annum Secured non-convertible promissory note maturing December 11, 2027
Pre-Paid Purchases facility size up to $20,000,000 Aggregate purchase amount for Class A ordinary shares
Initial Pre-Paid Purchase principal $1,080,000 Initial pre-paid purchase issued July 6, 2026
Initial OID amount $70,000 Original issue discount on the initial Pre-Paid Purchase
Transaction expense on initial Pre-Paid $10,000 Expense amount deducted on the initial Pre-Paid Purchase
Subsequent OID rate 7% Original issue discount on future Pre-Paid Purchases
Interest on subsequent Pre-Paids 8% per annum Interest rate on future Pre-Paid Purchases
secured convertible promissory note financial
"that certain secured convertible promissory note (the “Original Note”) in the original principal amount of US$16,070,000"
secured non-convertible promissory note financial
"a new secured non-convertible promissory note (the “Exchange Note”) in the original principal amount of US$8,000,000"
Pre-Paid Purchases financial
"securities in the form of one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”)"
original issue discount financial
"before deducting an original issue discount (the “OID”) of $70,000 and a transaction expense amount of $10,000"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
securities purchase agreement financial
"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Avondale Capital, LLC"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
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FAQ

What debt restructuring did Founder Group Limited (FGL) complete with Streeterville Capital?
Founder Group and Streeterville Capital exchanged an US$8,000,000 partitioned portion of a prior secured convertible note for a new secured non-convertible note. The new note bears 6% annual interest and matures on December 11, 2027, turning that slice into straight debt.

How large is the original secured convertible promissory note mentioned by FGL?
The original secured convertible promissory note issued to Streeterville Capital had an original principal amount of US$16,070,000. Founder Group partitioned US$8,000,000 from this instrument, reducing the original note’s outstanding balance by that partitioned amount under the new exchange arrangement.

What is Founder Group Limited’s pre-paid purchase financing with Avondale Capital?
Founder Group entered a securities purchase agreement with Avondale Capital for one or more Pre-Paid Purchases of Class A ordinary shares, with an aggregate purchase amount of up to $20,000,000. This structure allows the company to raise funds through successive pre-paid share purchase tranches.

What are the key terms of the initial Pre-Paid Purchase Founder Group issued?
On July 6, 2026, Founder Group issued an initial Pre-Paid Purchase with a principal amount of $1,080,000. This tranche included a $70,000 original issue discount and a $10,000 transaction expense amount, reducing net proceeds relative to the stated principal amount of the instrument.

What discounts and interest rates apply to future Pre-Paid Purchases for FGL?
For each subsequent Pre-Paid Purchase after the initial one, the original issue discount will be 7% of the requested amount. These future Pre-Paid Purchases will also accrue interest at the rate of 8% per annum, increasing their overall economic cost to the company.

Which new notes and agreements did Founder Group file as exhibits in this 6-K?
Founder Group filed the secured non-convertible promissory note dated June 30, 2026, the Pre-Paid Purchase dated July 6, 2026, the June 30, 2026 Exchange Agreement with Streeterville Capital, and the July 6, 2026 Securities Purchase Agreement with Avondale Capital as exhibits to this report.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026

 

Commission File Number 001-42379

 

Founder Group Limited

 

No. 17, Jalan Astana 1D, Bandar Bukit Raja, 41050 Klang,
Selangor Darul Ehsan, Malaysia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

  

  

Exchange Note

 

On June 30, 2026, Founder Group Limited, a business company incorporated in the British Virgin Islands (the “Company”), entered into an exchange agreement (the “Exchange Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville Capital”). Pursuant to the Exchange Agreement, the Company and Streeterville Capital agreed to (i) partition a new secured convertible promissory note (the “Partitioned Note”) in the original principal amount of US$8,000,000 (the “Partitioned Amount”) from that certain secured convertible promissory note (the “Original Note”) in the original principal amount of US$16,070,000 that was issued to Streeterville Capital on December 11, 2025 pursuant to that certain securities purchase agreement dated as of December 11, 2025 with the outstanding balance of the Original Note to be reduced by the Partitioned Amount, and (ii) exchange the Partitioned Note for a new secured non-convertible promissory note (the “Exchange Note”) in the original principal amount of US$8,000,000 bearing interest at six percent (6%) per annum and maturing on December 11, 2027. The Exchange Note was issued to Streeterville Capital on June 30, 2026.

 

The foregoing description of the Exchange Agreement, the Exchange Note and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 and 4.1 to this Current Report on Form 6-K, respectively, and incorporated by reference herein.

 

Pre-Paid Purchases Financing

 

On July 6, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Avondale Capital, LLC, a Utah limited liability company (“Avondale”). Pursuant to the Securities Purchase Agreement, Avondale Capital agreed to purchase from the Company, and the Company agreed to issue and sell to Avondale Capital, securities in the form of one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) with an aggregate purchase amount of up to $20,000,000, for the purchase of Class A ordinary shares, no par value of the Company (the “Class A Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase. On July 6, 2026, the Company issued the initial Pre-Paid Purchase in the principal amount of $1,080,000 (the “Initial Pre-Paid Purchase”), before deducting an original issue discount (the “OID”) of $70,000 and a transaction expense amount of $10,000. The OID for each subsequent Pre-Paid Purchase after the Initial Pre-Paid Purchase will be seven percent (7%) of the amount set forth in the applicable Request and each subsequent Pre-Paid Purchase will accrue interest at the rate of eight percent (8%) per annum.

 

The foregoing description of the Securities Purchase Agreement, the Initial Pre-Paid Purchase and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibits 10.2 and 4.2 to this Current Report on Form 6-K, respectively, and incorporated by reference herein.

 

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Exhibits

 

Exhibit No.   Description
4.1   Secured Non-Convertible Promissory Note, dated June 30, 2026, by and between Founder Group Limited and Streeterville Capital, LLC
4.2   Pre-Paid Purchase, dated July 6, 2026, by and between Founder Group Limited and Avondale Capital, LLC
10.1   Exchange Agreement, dated June 30, 2026, by and between Founder Group Limited and Streeterville Capital, LLC
10.2   Securities Purchase Agreement, dated July 6, 2026, by and between Founder Capital, LLC and Avondale Capital, LLC

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Founder Group Limited
     
  By: /s/ Lee Seng Chi
  Name:  Lee Seng Chi
  Title: Chief Executive Officer, Director, and
Chairman of the Board of Directors

 

Date: July 6, 2026

 

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Source: View Original Filing on SEC EDGAR

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