With the F-1 now effective, shares can register for resale by the selling shareholder at any time, creating a persistent downward overhang. Monitor for a resale prospectus or Form 424B filing that signals imminent conversion and selling. Given the $2M market cap, even modest selling could amplify downside.
Price Chart
Executive Summary
Founder Group Ltd's F-1 registration statement (File 333-293725) was declared effective by the SEC on May 26, 2026. This enables the resale of up to 900,000 Class A Ordinary Shares held by a selling shareholder, issuable upon conversion of a $16.07M convertible note. The effectiveness introduces immediate-share overhang and is bearish given the company's deteriorating fundamentals, including a 39% FY2024 revenue decline and net losses.
Key Facts
- SEC declared F-1 effective on 2026-05-26
- Registration covers resale of up to 900,000 Class A Ordinary Shares by a selling shareholder
- Shares are issuable upon conversion of a $16.07M convertible note
- Company reported a 39% revenue decline in FY2024 and a net loss
- First-half 2025 showed an 82% revenue rebound but not sufficient to offset structural risks
- Material weakness in internal controls and non-compliance with Malaysian construction regulations noted in prior filing
Financial Impact
Potential dilutive overhang from up to 900,000 shares issuable on convertible note conversion, equal to a large fraction of current market cap (~$2M)
Risk Factors
- Immediate overhang from registered resale of convertible-note shares
- Weak financials (revenue decline, net losses, material weaknesses) amplify dilution impact
- Low market cap (~$2M) means low liquidity and high volatility on any share sales
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-001758 |
| Document: 9999999995-26-001758-index.html | 9999999995-26-001758 |
| Document: 9999999995-26-001758.txt | 9999999995-26-001758 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | 6-K | $1.81 | awaiting T+20 | — | $1.55 (−14.36%) |
Sep 21, 2026 5w ago | Press Release | $4.07 $2.42 | ▲ +40.66% | ▲ +39.76% | $1.55 (+61.92%) |
Sep 4, 2026 7w ago | 6-K | $9.30 $4.14 | ▲ +55.48% | ▲ +56.09% | $1.55 (+83.33%) |
Aug 26, 2026 8w ago | 6-K | $19.22 $4.07 | ▲ +78.82% | ▲ +80.03% | $1.55 (+91.94%) |
Jul 13, 2026 15w ago | 6-K | $1.29 $0.7950 | ▼ −38.37% | ▼ −41.56% | $1.55 (+20.16%) |
Jul 6, 2026 16w ago | 6-K | $1.41 $0.8610 | ▲ +38.94% | ▲ +42.10% | $1.55 (−9.93%) |
May 27, 2026 21w ago | EFFECT | $2.64 $1.43 | ▲ +45.83% | ▲ +43.93% | $1.55 (+41.29%) |
Mar 25, 2026 30w ago | Press Release | $3.63 $1.81 | ▼ −50.14% | ▼ −58.00% | $1.55 (−57.30%) |
Mar 16, 2026 32w ago | Press Release | $4.21 $1.71 | ▼ −59.38% | ▼ −63.16% | $1.55 (−63.18%) |
Mar 9, 2026 33w ago | EFFECT | $7.06 $2.51 | ▼ −64.45% | ▼ −61.64% | $1.55 (−78.05%) |
US Market Status
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