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 August 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 ☐
Amendment to Note and Pre-Paid Purchase
On August 19, 2026, Founder Group Limited, a British
Virgin Islands company (the “Company”), entered into a Note Amendment (the “Note Amendment”) with Streeterville
Capital, LLC (“Streeterville”) to amend the “Conversion Price” under that certain Secured Convertible Promissory
Note dated December 11, 2025, in the original principal amount of $16,070,000.00, issued by the Company to Streeterville (the “Note”).
On the same date, the Company entered into a Pre-Paid Purchase Amendment (the “PPP Amendment”) with Avondale Capital, LLC
(“Avondale”) to amend the “Purchase Share Purchase Price” under that certain Pre-Paid Purchase #1 dated July 6,
2026, in the original principal amount of $1,080,000.00, issued by the Company to Avondale (the “PPP #1”).
The Note Amendment and the PPP Amendment revised
the “Conversion Price” under the Note and the “Purchase Share Purchase Price” under the PPP #1, respectively,
to be the lower of: (a) 85% of the lowest daily volume-weighted average price (“VWAP”) during the ten (10) consecutive trading
days immediately preceding the applicable measurement date; or (b) 85% of the lowest “Intraday Hourly VWAP” prior to the submission
of the applicable conversion or purchase notice on the date such notice is submitted. “Intraday Hourly VWAP” means the the
lowest hourly VWAP of the Company’s class A ordinary shares for any completed one-hour period prior to the time of submission of
the applicable conversion price or purchase price each as applicable, during the trading day on which such notice is submitted, measured
every hour beginning at 3:00 AM Central Time and ending on 7:00 PM Central Time
The foregoing descriptions of the Note Amendment
and the PPP Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Note Amendment
and the PPP Amendment, which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Exhibits
| Exhibit No. |
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Description |
| 99.1 |
|
Note Amendment |
| 99.2 |
|
Pre-Paid Purchase Amendment |
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.
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Founder Group Limited |
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By: |
/s/ Lee Seng Chi |
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Name: |
Lee Seng Chi |
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Title: |
Chief Executive Officer, Director, and
Chairman of the Board of Directors |
Date: August 26, 2026
Exhibit 99.1
NOTE AMENDMENT
This Note Amendment (this
“Amendment”) is entered into as of August 19, 2026 (the “Effective Date”), by and between Streeterville
Capital, LLC, a Utah limited liability company (“Investor”), and Founder
Group Limited, a British Virgin Islands company (“Company”).
A. Company
previously sold and issued to Investor that certain Secured Convertible Promissory Note dated December 11, 2025 in the original principal
amount of $16,070,000.00 (the “Note”).
B. The
Note was issued pursuant to that certain Securities Purchase Agreement dated December 11, 2025 by and between Investor and Company (the
“Purchase Agreement”).
C. Investor
and Company have agreed, subject to the terms, amendments, conditions and understanding expressed in this Amendment, to amend the Note.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Conversion
Price. The definition of the term of “Conversion Price” found in Attachment 1 to the Note shall be deleted in its entirety
and replaced with the following:
“A2. “Conversion
Price” means a price per share equal to the lower of: (a) 85% of the lowest daily VWAP during the ten (10) consecutive Trading
Days immediately preceding the applicable measurement date; and (b) 85% of the lowest Intraday Hourly VWAP on the applicable measurement
date.”
2. Intraday
Trade Price. The following defined term shall be added to Attachment 1 to the Note as definition A18:
“A18. “Intraday
Hourly VWAP” means the lowest hourly VWAP of the Ordinary Shares for any completed one-hour period prior to the time of submission
of the Conversion Notice during the Trading Day on which the Conversion Notice is submitted measured every hour beginning at 3:00 AM Central
Time and ending on 7:00 PM Central Time.”
3. Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been
or shall be given by Investor to Company in connection with this Amendment.
4. Other
Terms Unchanged. Except as expressly amended by this Amendment, the Note shall remain unchanged. The Note, as amended by this Amendment,
remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all
respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to
the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment
shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery,
and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Investor under
the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the same governing law,
venue, and arbitration provisions as the Note.
5. No
Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders,
representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors,
or employees except as expressly set forth in this Amendment and the Note and, in making its decision to enter into the transactions contemplated
by this Amendment, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Amendment.
6. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment
(or such party’s signature page thereof) will be deemed to be an executed original thereof.
7. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date set forth above.
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INVESTOR: |
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Streeterville
Capital, LLC |
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By: |
/s/
John Fife |
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John
Fife, President |
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COMPANY: |
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Founder
Group Limited |
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By: |
/s/
Lee Seng Chi |
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Lee
Seng Chi, Chief Executive Officer |
[Signature Page to Note Amendment]
Exhibit 99.2
PRE-PAID PURCHASE AMENDMENT
This Pre-Paid Purchase Amendment
(this “Amendment”) is entered into as of August 19, 2026 (the “Effective Date”), by and between
Avondale Capital, LLC, a Utah limited liability company (“Investor”),
and Founder Group Limited, a British Virgin Islands company (“Company”).
A. Company
previously sold and issued to Investor that certain Pre-Paid Purchase #1 dated July 6, 2026 in the original principal amount of $1,080,000.00
(the “PPP #1”).
B. PPP
#1 was issued pursuant to that certain Securities Purchase Agreement dated July 6, 2026 by and between Investor and Company (the “Purchase
Agreement”).
C. Investor
and Company have agreed, subject to the terms, amendments, conditions and understanding expressed in this Amendment, to amend PPP #1.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Purchase
Share Purchase Price. The term “Purchase Share Purchase Price” found in Attachment 1 to PPP #1 is hereby deleted in its
entirety and replaced with the following:
“A16. “Purchase
Share Purchase Price” means a price per share equal to the lower of: (a) 85% of the lowest daily VWAP during the ten (10) consecutive
Trading Days immediately prior to the Purchase Notice Date; and (b) 85% of the lowest Intraday Hourly VWAP during the Trading Day on which
the Purchase Notice is submitted.”
2. Intraday
Trade Price. The following defined term shall be added to Attachment 1 to PPP #1 as definition A19:
“A19. “Intraday
Hourly VWAP” means the lowest hourly VWAP of the Ordinary Shares for any completed one-hour period prior to the time of submission
of the Purchase Notice during the Trading Day on which the Purchase Notice is submitted measured every hour beginning at 3:00 AM Central
Time and ending on 7:00 PM Central Time.”
3. Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been
or shall be given by Investor to Company in connection with this Amendment.
4. Other
Terms Unchanged. Except as expressly amended by this Amendment, PPP #1 shall remain unchanged. PPP #1, as amended by this Amendment,
remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all
respects agreed to, ratified, and confirmed. Any reference to PPP #1 after the date of this Amendment is deemed to be a reference to PPP
#1 as amended by this Amendment. If there is a conflict between the terms of this Amendment and PPP #1, the terms of this Amendment shall
control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Investor under PPP
#1, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the same governing law, venue,
and arbitration provisions as PPP #1.
5. No
Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders,
representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors,
or employees except as expressly set forth in this Amendment and PPP #1 and, in making its decision to enter into the transactions contemplated
by this Amendment, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Amendment.
6. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment
(or such party’s signature page thereof) will be deemed to be an executed original thereof.
7. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date set forth above.
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INVESTOR: |
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Streeterville
Capital, LLC |
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By: |
/s/
John Fife |
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John
Fife, President |
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COMPANY: |
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Founder
Group Limited |
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By: |
/s/
Lee Seng Chi |
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|
Lee
Seng Chi, Chief Executive Officer |
