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 April 2025
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 ☐
Termination of a Material Definitive Agreement
As previously announced, on March 13, 2025, Founder Group Limited, a business company incorporated in the British Virgin Islands (the “Company”), had entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC, a Utah limited liability company (the “Purchaser,” and collectively with the Company, the “Parties”). Pursuant to the SPA, the Purchaser agreed to purchase from the Company, and the Company agreed to issue and sell to the Purchaser, 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 $10,000,000, for the purchase of ordinary shares, no par value of the Company (the “Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase. On March 14, 2025, the Company issued 1,850,000 Ordinary Shares to the Purchaser as a commitment fee for the Pre-Paid Purchase facility.
On April 8, 2025, the Company and the Purchaser entered into a letter agreement (the “Letter Agreement”), pursuant to which the SPA was terminated. According to the Letter Agreement, on April 11, 2025, the Purchaser received $1,250,000 (the “Rescission Purchase Price”) from the Company, and on April 21, 2025, the Company’s transfer agent returned the 1,850,000 Ordinary Shares previously issued to the Purchaser back to the Company. As such, the Transaction Documents (as defined in the SPA) and all of the transactions contemplated thereby have been rescinded ab initio, and shall be of no further force or effect, as a result of which the Transaction Documents shall be deemed not to have occurred (the “Rescission”). The Rescission has placed each of the Parties in the same respective position that each was in prior to the execution of the Transaction Documents.
The foregoing description of the SPA, the Letter Agreement, 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 SPA, which was filed as Exhibit 10.1 to the Company’s Form 6-K filed on March 19, 2025, and the full text of the Letter Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference.
Exhibit Index
|
Exhibit No |
Description | |
| 10.1 | Letter Agreement, dated April 8, 2025, by and between Founder Group Limited and Streeterville Capital, LLC |
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: April 23, 2025
2
Exhibit 10.1
STREETERVILLE CAPITAL, LLC
297 Auto Mall Drive, Suite #4
St. George, Utah 84770
April 8, 2025
Founder Group Limited
Attn: Lee Seng Chi
No. 17, Jalan Astana 1B, Bandar Bukit Raja
41050 Klang, Selangor Darul Ehsan
Malaysia
Re: Securities Purchase Agreement between Founder Group Limited, a British Virgin Islands corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Buyer”, and collectively with the Company, the “Parties”), dated March 13, 2025 (the “SPA”).
Dear Mr. Lee:
This letter agreement (this “Letter Agreement”) is entered into by and between Company and Buyer in connection with the SPA. The purpose of this Letter Agreement is to acknowledge the desire of the Parties to unwind and rescind the Transaction Documents (as defined in the SPA) (the “Transaction Documents”) on the terms set forth below. Accordingly, the Parties hereby agree as follows:
1. Rescission of the Transaction Documents. Each of the Parties hereto do hereby covenant and agree that, as of the date of Buyer’s receipt of $1,250,000 (the “Rescission Purchase Price”) from the Company on or before April 11, 2025 (the “Deadline”), the Transaction Documents and all of the transactions contemplated thereby shall be rescinded ab initio, and shall be of no further force or effect, as a result of which the Transaction Documents shall be deemed not to have occurred (the “Rescission”). It is intended that the Rescission will place each of the Parties in the same respective position that each was in prior to the execution of the Transaction Documents. For the avoidance of doubt, the Buyer shall, upon its receipt of such Rescission Purchase Price on or before the Deadline, instruct the Company’s transfer agent to return the 1,850,000 Ordinary Shares previously issued to Buyer by the Company back to the Company’s treasury for cancellation.
2. Governing Law; Venue. The internal laws of the State of Utah (irrespective of its choice of law principles) will govern the validity of this Letter Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. In the event of any claim or dispute arising hereunder, the Parties consent to the jurisdiction and venue provisions set forth in the SPA.
3. Binding upon Successors and Assigns. This Letter Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
4. Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Letter Agreement, the prevailing party will be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal).
5. Amendment and Waivers. Any term or provision of this Letter Agreement may be amended and the observance of any term of this Letter Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the Parties hereto. The waiver by either party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default.
6. Entire Agreement. This Letter Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter hereof.
7. Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original and all of which, taken together, shall constitute the same agreement. This Letter Agreement may be executed by facsimile or electronic signature, which shall be considered legally binding for all purposes.
8. Further Assurances. Each party to this Letter Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Letter Agreement.
9. Waiver of Jury Trial. EACH PARTY TO THIS LETTER AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS LETTER AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, ANY ADDITIONAL INVESTMENT DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.
[Remainder of page intentionally left blank; signature page to follow]
IN WITNESS WHEREOF, Company and Buyer have duly executed and delivered this Letter Agreement to be effective as of the date first set forth above.
| BUYER: | ||
| STREETERVILLE CAPITAL, LLC | ||
| By: | /s/ John Fife | |
| John M. Fife, President | ||
| COMPANY: | ||
| FOUNDER GROUP LIMITED | ||
| By: | /s/ Lee Seng Chi | |
| Lee Seng Chi, Chief Executive Officer | ||
[Signature page to Letter Agreement]