SecProbe.io

United States securities and exchange commission logo
May 17, 2024
Lee Seng Chi
Chief Executive Officer
Founder Group Ltd
No.17, Jalan Astana 1B, Bandar Bukit Raja
41050 Klang
Selangor Darul Ehsan, Malaysia
Re:Founder Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 17, 2024
CIK No. 0001989930
Dear Lee Seng Chi:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 19, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
General
1.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F.
2.We note your response to comment 1. Please revise to disclose the individuals who have
voting and dispositive control over Reservoir Link Energy Bhd. and Reservoir Link
Holdings Sdn Bhd. on the cover, on page 36 and in the principal shareholder table on page
84.

 FirstName LastNameLee Seng Chi
 Comapany NameFounder Group Ltd
 May 17, 2024 Page 2
 FirstName LastNameLee Seng Chi
Founder Group Ltd
May 17, 2024
Page 2
Prospectus Summary
Overview, page 1
3.Please revise your last paragraph in this section to also indicate the net profit for the
periods ended December 31, 2021, in RM, and December 31, 2022, in RM and USD.
Risk Factors
Risks Relating to this Offering and the Trading Market
After the completion of this offering, share ownership will remain concentrated in the hands of
our largest shareholder..., page 18
4.Please revise to identify your largest shareholder.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
37
5.Please ensure your tabular and narrative disclosure within your MD&A is consistent with
your financial statements. For example purposes only and not an exhaustive list, your
narrative discussion of construction cost on page 40 and your narrative and tabular
disclosure of net cash provided by/(used in) operating activities on page 47 are not
consistent with your financial statements.
Principal Shareholders, page 84
6.We note you have removed the shares and percentage holdings for Thien Chiet Chai.
Revise the beneficial ownership table to reflect Thien Chiet Chai’s beneficial ownership
in the table.
Consolidated Statements of Profit or Loss and Other Comprehensive Income/(Loss), page F-6
7.We note your response to our prior comment 20 and your revisions to your Consolidated
Statements of Profit or Loss and Other Comprehensive Income/(Loss). Specifically, we
note you now present line items for revenue from contract, revenue from trading, cost of
sales from contract, and costs of sales from trading. The nature of your revenue is not
clear from the descriptions on your Consolidated Statements of Profit or Loss and Other
Comprehensive Income/(Loss). Please revise for clarity and/or consistency with your
descriptions in your note 15, or advise.
Consolidated Statements of Cash Flow, page F-8
8.We note your response to prior comment 22. We continue to be unclear why you have
reflected a cash inflow of RM1,704,989 from the effect of business combination under
common control. In this regard, it does not appear that you received cash consideration of
RM 1,704,989 related to such acquisitions nor does it appear that you have reflected a loss
within your Consolidated Statements of Profit or Loss and Other Comprehensive
Income/(Loss) related to these acquisitions that would require such adjustment on your

 FirstName LastNameLee Seng Chi
 Comapany NameFounder Group Ltd
 May 17, 2024 Page 3
 FirstName LastNameLee Seng Chi
Founder Group Ltd
May 17, 2024
Page 3
Consolidated Statements of Cash Flows. Please advise or revise.
Note 5. Acquisition of Assets and Business from Solar Bina Engineering Sdn. Bhd., page F-18
9.We note your response to prior comment 26. Please clarify for us and in your filing the
nature of the RM1,020,236 consideration transferred by Founder Energy Sdn. Bhd. in
exchange for assets of Solar Bina Engineering Sdn. Bhd. ("Solar Bina"). Within your
revisions, please disclose if such consideration was cash or disclose the non-cash form of
consideration given. In addition, please tell us the name of the parties that received such
consideration.
Note 11. Related Parties Transaction, page F-22
10.We note your responses to our prior comments 20 and 25. In response to prior comment
20 you indicate that revenue and expense from/incurred by Solar Bina from January 1,
2021 – July 31, 2021 are reflected on a consolidated basis within the Founder Group
Limited financial statements but not thereafter. You cite the reason for this presentation is
despite being indirectly under common control of the company, the company does not
directly control Solar Bina. With respect to your response, please address the following:
•Please clarify for us how you determined that the registrant does not control Solar
Bina. In this regard, please address that it appears that Solar Bina was acquired by
Founder Energy Sdn. Bhd., on July 31, 2021 and that Founder Energy Sdn. Bhd., is
100% owned by the registrant.
•
•Given your statement that the registrant has no direct control over Solar Bina, please
further clarify how you determined that the July 31, 2021 Business and Asset
Transfer Agreement required that pre-July 31, 2021 Solar Bina revenues and
expenses be consolidated in the company financials, but not consolidated
thereafter. Please cite any relevant accounting guidance.
Note 21. Segment Reporting, page F-27
11.We note your response to prior comment 23 and your revisions to your filing. Please
further revise to add all remaining applicable segment disclosures required by IFRS 8,
paragraphs 20 – 33. Additionally, within the "Results of Operations" section
of MD&A please report profit or loss by segment for each year, including the specific
expenses included in reported segment profit and loss, and a related narrative discussion
of year-over-year variances in segment profit and loss.

            Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please

 FirstName LastNameLee Seng Chi
 Comapany NameFounder Group Ltd
 May 17, 2024 Page 4
 FirstName LastName
Lee Seng Chi
Founder Group Ltd
May 17, 2024
Page 4
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li