SecProbe.io

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March 4, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Founder Group Limited

    Registration Statement on Form F-1

    File No. 333-293725

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Founder Group Limited, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on March 6, 2026, or as soon
thereafter as practicable.

    Very truly yours,

    Founder Group Limited

    By:
    /s/ Lee Seng Chi

    Name:
    Lee Seng Chi

    Title:

    Chief Executive Officer, Director, and

    Chairman of the Board of Directors

    (Principal Executive Officer)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 3, 2026

Lee Seng Chi
Chief Executive Officer
Founder Group Limited
No. 17, Jalan Astana 1D
Bandar Bukit Raja, 41050 Klang
Selangor Darul Ehsan, Malaysia

 Re: Founder Group Limited
 Registration Statement on Form F-1
 Filed February 25, 2026
 File No. 333-293725
Dear Lee Seng Chi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Benjamin Yao, Esq.
</TEXT>
</DOCUMENT>

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 Founder Group Limited

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

 +603-3358 5638

 May 21, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Isabel Rivera

 RE:
 Founder Group Limited

 Registration Statement on Form F-1
 SEC File No. 333-287409 (the
 " Registration Statement ")
 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Dear Ms. Rivera:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Founder Group Limited (the " Registrant ") respectfully requests
that the U.S. Securities and Exchange Commission (the " Commission ") declare the Registration Statement effective
as of 4:00 p.m. Eastern Daylight Time, on Friday, May 23, 2025, or as soon as practicable thereafter, or at such other time as the Registrant
or the Registrant's legal counsel Anthony, Linder & Cacomanolis, PLLC, request by telephone that such Registration Statement
be declared effective.

 The Registrant hereby
authorizes Craig D. Linder, Esq., of Anthony, Linder & Cacomanolis, PLLC, to orally modify or withdraw this request for acceleration.

 We request that we be
notified of such effectiveness by a telephone call to Mr. Linder at (561) 514-0936 of Anthony, Linder & Cacomanolis, PLLC, as
soon as the Registration Statement has been declared effective. We also respectfully request that a copy of the written order from the
Commission verifying the effective time and date of such registration statement be sent to Mr. Linder, via email at clinder@alclaw.com.
Please contact Mr. Linder if you have any questions or concerns regarding this matter.

 Very truly yours,

 Founder Group Limited

 By:

 /s/ Lee Seng Chi

 Name:
 Lee Seng Chi

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Lee Seng Chi
Chief Executive Officer
Founder Group Limited
No.17, Jalan Astana 1D, Bandar Bukit Raja
41050 Klang
Selangor Darul Ehsan, Malaysia

 Re: Founder Group Limited
 Registration Statement on Form F-1
 Filed May 20, 2025
 File No. 333-287409
Dear Lee Seng Chi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Isabel Rivera at 202-551-3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Craig D. Linder, Esq.
</TEXT>
</DOCUMENT>

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Founder Group Limited

September 26, 2024

Via Edgar

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Frank Knapp

    Jennifer Monick

    Ronald (Ron) E. Alper

    Pam Howell

    Re:
    Founder Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on August 1, 2024

    File No. 333-281167

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Founder Group Limited hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Registration Statement”),
be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on September 30, 2024, or as soon
thereafter as practicable.

    Very truly yours,

    Founder Group Limited

    By:
    /s/
Lee Seng Chi

    Name:
     Lee Seng Chi

    Title:
    Chief Executive Officer, Director, and Chairman of the Board of Directors

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US Tiger Securities, Inc.

437 Madison Avenue, 27th Floor,

New York, NY 10022.

As representative of the prospective underwriters

September 26, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Frank Knapp

    Jennifer Monick

    Ronald (Ron) E. Alper

    Pam Howell

    Re:
    Founder Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on August 1, 2024

    File No. 333-281167

Ladies and Gentlemen:

We hereby join the Company’s request for
acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:30 p.m., Eastern Time on September 30,
2024, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that copies of the proposed form of the preliminary
prospectus have been distributed and will continue to be distributed to prospective underwriters, dealers, institutional investors, and
others who are reasonably anticipated to participate in the distribution of the securities, as deemed necessary to ensure adequate distribution
of the preliminary prospectus.

We have been advised by the prospective underwriters
that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

[Signature page follows]

    Very truly yours,

    As representative of the prospective underwriters

    US Tiger Securities, Inc.

    By:
     /s/ Jack Ye

    Name: Jack Ye

    Title: Managing Director

[Signature Page to Underwriter Acceleration
Request]

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Founder Group Limited

August 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Frank Knapp

    Jennifer Monic

    Ronald (Ron) E. Alper

    Pam Howell

    Re:

    Founder Group Limited

    Registration Statement on Form F-1

    Filed August 1, 2024

    File No. 333-281167

Ladies and Gentlemen:

Founder Group Limited (the “Company,”
“we,” or “us”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated August 13, 2024, regarding its Registration
Statement on Form F-1 filed on August 1, 2024. For ease of reference, we have repeated the Commission’s comments in this response
letter and numbered them accordingly. An amendment No.1 to Registration Statement on Form F-1 (the “Amendment No.1”)
is being publicly filed to accompany this response letter.

Registration Statement on Form F-1 filed
August 1, 2024

Capitalization, page 33

1.We note in your response to prior comment
1 that it appears you intend to expense the value of the warrants under each market or stock exchange listing of your Ordinary Shares
scenario. Since your response indicates these warrants were issued in exchange for professional services received in connection with your
planned offering, please tell us how you considered recording the value of the warrants as an offering cost to be charged against equity
upon successful completion of your offering. We refer you to IAS 32 paragraph 37.

Response: In response to the Staff’s
comments, we respectfully advise the Staff that upon reviewing IAS 32, paragraph 37, we have considered the following:

The professional services provided by V Capital
Quantum Sdn Bhd. and CNP Equity Limited, in exchange for which the warrants were issued, are integral to the successful completion of
our IPO. These services include financial, and regulatory advisory work that directly contributes to this offering. Therefore, we record
this cost as charged against equity according to IAS 32, paragraph 37. This approach ensures that our financial statements accurately
reflect the costs incurred in connection with the equity issuance.

The professional services fees of V Capital Quantum
Sdn Bhd. and CNP Equity Limited have been reliably measured, and align with the value of the warrants of $172,500 and $666,000, respectively.
The professional services fees are charge based on the service rates that V Capital Quantum Sdn Bhd. and CNP Equity Limited offer to other
clients. The warrants issued were valued by a third party valuer. The valuation was conducted using the Trinomial Option Pricing Model
(TOPM), and the results are as follows:

    Warrant

Issued to

CNP
    Warrant

Issued to

VCQ

    Issue Date
    April 3,

 2024
    January 4,

2024

    Number of shares underlying the warrant
      1,200,000
      300,000

    Fair Value (USD / Share)
      0.555
      0.575

    Total (USD)
      666,000
      172,500

Recent Developments, page 38

2. Please revise to disclose the changes to
the terms of the exercise conditions.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 38 of Amendment No.1.

Notes to Consolidated Financial Statements

Note 21. Segment Reporting, page F-29

3. We acknowledge your response to prior comment
5 and added disclosure on page 45 confirming that each segment contributes to both contract services revenue and revenue from the sales
of goods. Please tell us how you considered disclosing revenue amounts by segment also disaggregated between contract services revenue
and revenue from sales of goods. We refer you to paragraphs 87 and 88 in Appendix B of IFRS 15.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 45 and Note 21 on page F-29 of Amendment No.1 to present revenue and cost of sales in
more details.

Note 22. Subsequent Events, page F-30

4. We note your response to prior comment 1.
Please disclose the prospective financial statement impact and amount pertaining to the issued warrants in accordance with IAS 10 paragraph
21(b).

Response: In response to the Staff’s
comment, we have revised Note 22 on pages F-30 and F-31 of Amendment No.1.

Exhibits

5. Consistent with page F-4 of your filing,
please have your auditor revise its consent filed as Exhibit 23.1 to make reference to its report date of July 31, 2024.

Response: In response to the
Staff’s comment, we have revised the auditor report date to August 21, 2024 on page F-4 of Amendment No.1, in line with the
auditor consent letter filed as Exhibit 23.1.

We thank the Staff for its review of the foregoing.
If you have further comments, please do not hesitate to forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Lee Seng Chi

    Name:
    Lee Seng Chi

    Title:
    Chief Executive Officer, Director, and Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

August 13, 2024
Lee Seng Chi
Chief Executive Officer
Founder Group Limited
No.17, Jalan Astana 1B, Bandar Bukit Raja
41050 Klang
Selangor Darul Ehsan, Malaysia
Re:Founder Group Limited
Registration Statement on Form F-1
Filed August 1, 2024
File No. 333-281167
Dear Lee Seng Chi:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 10, 2024 letter.
Registration Statement on Form F-1 filed August 1, 2024
Capitalization, page 33
1.We note in your response to prior comment 1 that it appears you intend to expense the
value of the warrants under each market or stock exchange listing of your Ordinary Shares
scenario. Since your response indicates these warrants were issued in exchange for
professional services received in connection with your planned offering, please tell us
how you considered recording the value of the warrants as an offering cost to be charged
against equity upon successful completion of your offering. We refer you to IAS 32
paragraph 37.
Recent Developments, page 38
2.Please revise to disclose the changes to the terms of the exercise conditions.

August 13, 2024
Page 2
Notes to Consolidated Financial Statements
Note 21. Segment Reporting, page F-29
3.We acknowledge your response to prior comment 5 and added disclosure on page 45
confirming that each segment contributes to both contract services revenue and revenue
from the sales of goods. Please tell us how you considered disclosing revenue amounts by
segment also disaggregated between contract services revenue and revenue from sales of
goods. We refer you to paragraphs 87 and 88 in Appendix B of IFRS 15.
Note 22. Subsequent Events, page F-30
4.We note your response to prior comment 1. Please disclose the prospective financial
statement impact and amount pertaining to the issued warrants in accordance with IAS 10
paragraph 21(b).
Exhibits
5.Consistent with page F-4 of your filing, please have your auditor revise its consent filed as
Exhibit 23.1 to make reference to its report date of July 31, 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ying Li

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Founder Group Limited

August 1, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Frank Knapp

    Jennifer Monic

    Ronald (Ron) E. Alper

    David Link

    Re:

    Founder Group Limited

    Amendment No.2 to Draft Registration Statement on Form F-1

    Submitted June 18, 2024

    CIK No. 0001989930

Ladies and Gentlemen:

Founder Group Limited (the “Company,”
“we,” or “us”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated July 10, 2024, regarding its Amendment No.2
to Draft Registration Statement on Form F-1 submitted on June 18, 2024. For ease of reference, we have repeated the Commission’s
comments in this response letter and numbered them accordingly. A Registration Statement on Form F-1 (the “Registration
Statement”) is being publicly filed to accompany this response letter.

Amendment No. 2 to Draft Registration Statement
on Form F-1

Capitalization, page 34

1. We note your disclosure of warrants issued
on January 4, 2024 and on April 3, 2024. Please tell us the value expect to be assigned to such warrants and how you expect to account
for the issuance of such warrants. To the extent the value of these warrants is significant, please tell us what consideration you gave
to disclosing the value and the expected accounting within your filing.

Response: We respectfully advise the Staff
that those warrants were issued on January 4, 2024 and April 3, 2024, to V Capital Quantum Sdn Bhd. and CNP Equity Limited, respectively,
in consideration for certain professional consulting services relating to this offering. The fair value of the services received from
V Capital Quantum Sdn Bhd. and CNP Equity Limited can be measured reliably. The value of the services assigned to the warrants is $172,500
and $666,000, respectively. The value of the services received from V Capital Quantum Sdn Bhd. and CNP Equity Limited is based on the
service rate offered by V Capital Quantum Sdn Bhd. and CNP Equity Limited to other clients.

According to IFRS 2, payments in equity instruments
are called equity-settled share-based payments.” Equity-settled share-based payment transactions with non-employees are generally
measured at the fair value of the goods or services received, if the goods or services acquired from non-employees can be measured reliably.
If the goods or services acquired from non-employees cannot be measured reliably, then the goods or services are measured indirectly,
– i.e. with reference to the fair value of the equity instruments granted.

When the fair value of the identifiable goods
or services appears to be less than the fair value of the equity instruments granted, measurement of both the goods or services received
and the equity instruments granted may be necessary in order to measure the value of any unidentifiable goods or services received.

In equity-settled share-based payment transactions
with non-employees, services are recognized when they are received.

These warrants will become vested and exercisable
upon the Company’s Ordinary Shares being listed on a market or stock exchange and upon approval by the shareholders of Reservoir
Link Energy Bhd. This condition is required to occur during the service period, and it will be a non-market performance condition.

Such an arrangement should be accounted for as
a grant with a variable vesting period (i.e. the length of the vesting period varies depending on when a performance condition is satisfied)
based on a non-market performance condition. The cost would be recognized over the expected vesting period and trued up to the actual
vesting period and the actual number of equity instruments granted.

The Company will recognize the offering cost over
the expected vesting period before the Company’s Ordinary Shares are listed on a market or stock exchange.

If the Company’s Ordinary Shares are listed
on a market or stock exchange by the end of 2024, the Company will recognize the services received in full, with a corresponding increase
in equity.

    Event
    Debit
    Credit

    Upon the Company’s Ordinary Shares are listed on a market or stock exchange by end of 2024
    Expense - Offering cost
    Equity - Warrant Outstanding

If the Company’s Ordinary Shares are not
listed on a market or stock exchange by end of 2024, the Company will recognize the services with corresponding equity as below:

    Event
    Debit
    Credit

    End of financial year December 31 2024, before the Company’s Ordinary Shares are listed on a market or stock exchange
    Expense - Offering cost over the expected vesting period
    Equity - Warrant Outstanding over the expected vesting period

    Event
    Debit
    Credit

    Upon the Company’s Ordinary Shares are listed on a market or stock exchange
    Expense – Remaining Offering cost
    Equity – Remaining Warrant Outstanding

The issuance of the warrants, representing a significant
portion of our net profit, and the potential reduction in our cash balance underscore the significance of this transaction.

    2

Impact on Net Profit (Based on audited financial
consolidated statements data):

For the fiscal year ending December 31, 2023,
our net profit was $1,556,586. The value of the warrants issued is $810,000, which constitutes a significant portion of our net profit.
This substantial proportion indicates that the warrant issuance will likely influence our financial performance and key financial ratios
for the fiscal year 2024. We acknowledge that this material impact requires careful consideration and will be thoroughly disclosed in
our forthcoming financial statements.

Impact on Cash Balance (Based on audited financial
consolidated statements data):

As of December 31, 2023, our cash balance was
$1,219,677. Paying the consulting fee of $838,500 in cash would significantly reduce our available cash resources. This substantial reduction
would impact our overall liquidity and cash flow for the period. Conversely, paying the consulting fee through equity will preserve our
cash resources, though the transaction still represents a significant impact on our financial liquidity.

We acknowledge that this significant impact requires
careful consideration and will be thoroughly disclosed in our forthcoming financial statements.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations, page 42

2. We note your results of operations discussion
beginning on page 42. Please address the following:

● Please revise to
ensure you provide a discussion of the variances of each significant line item from your consolidated statements of profit or loss and
other comprehensive income/(loss) (e.g., revenue from contract services, cost of sales from sales of goods).

● Please revise to
discuss your gross profit/(loss) for contract services and for sales of goods, as it appears that you had a gross profit for contract
services of RM62.4 million and a gross loss for sales of goods of (RM51.7 million) in 2023.

● Please tell us
and revise to clarify why the company did not have an expense for cost of sales from contract services - related parties, despite having
revenue from contract services - related parties.

Reference is made to Item 5 of Form 20-F.

Response: In response to the Staff’s
comment, we have revised and included a column indicating the variances of each significant line item from the consolidated statements
of profit or loss and other comprehensive income/(loss) from pages 42 to 46 of the Registration Statement. In addition, we added disclosure
on page 46 of the Registration Statement to discuss our gross profit/(loss) for contract services and for sales of goods. Furthermore,
we have revised the cost of sales from contract services and for sales of goods, on pages 42 and F-6, in response to the last two bullet
points raised in this comment.

    3

Consolidated Financial Statements, page F-1

3. We acknowledge your response to prior comment
1. Please address the following:

● Please correct the
2023 total comprehensive income and profit attributable to equity owners amounts from $11,557,971 to $1,557,971 on page F-6.

● Please revise to
include a consolidated statement of changes in equity for the fiscal year ending December 31, 2022.

Response: In response to the Staff’s
comment, we have revised the 2023 total comprehensive income and profit attributable to equity owners amounts on page F-6 of the Registration
Statement. We have included the consolidated statement of changes in equity for fiscal year ending December 31, 2022 on page F-7 of the
Registration Statement.

Note 21. Segment Reporting, page F-29

4. We acknowledge your response to prior comment
11, and revised presentation on page 46. Similarly, please revise here to present cost of sales and gross profit by segment as required
by IFRS 8 paragraph 23. Please also tell us how you considered IFRS 8 paragraph 23 concerning the measure and disclosure of assets and
liabilities for each segment.

Response: In response to the Staff’s
comment, we have revised our disclosure on page F-29 of the Registration Statement to present cost of sales and gross profit by segment
as required by IFRS 8 paragraph 23. We also revised our Note 21. segment reporting and presentation on page 46 segment operation to further
discuss the asset and liabilities by segments.

5. Please revise your footnote to provide sufficient
information to enable users of financial statements to understand the relationship between the disclosure of disaggregated revenue (i.e.,
revenue from contract services and revenue from sales of goods) and revenue information that is disclosed for each reportable segment
(i.e., large scale solar revenue and commercial & industrial revenue) in accordance with paragraph 115 of IFRS 15. In addition, please
revise your segment operations discussion on pages 45-46 for any corresponding revisions, as applicable.

Response: In response to the Staff’s
comment, we have revised the segment operations discussion on page F-29 and Note 21 segment reporting on page F-29 of the Registration
Statement, to further clarify the nature of revenue streams to the investors. We also revised our segment operations discussion on pages
45-46 of the Registration Statement for any corresponding revisions.

General

6. We reissue comment 2. Please revise to disclose
the persons who have voting and dispositive control over Reservoir Link Energy Bhd. and Reservoir Link Holdings Sdn Bhd. on the cover,
and in the principal shareholder table.

Response: In response to the Staff’s
comment, we have disclosed the persons who have voting and dispositive control over Reservoir Link Energy Bhd. and Reservoir Link Holdings
Sdn Bhd. on the cover page and in the principal shareholder table on page 89 of the Registration Statement.

    4

We thank the Staff for its review of the foregoing.
If you have further comments, please do not hesitate to forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Lee Seng Chi

    Name:
    Lee Seng Chi

    Title:
    Chief Executive Officer, Director,
and Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

5

July 10, 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. 2 to Draft Registration Statement on Form F-1
Submitted June 18, 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
May 17, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 filed June 18, 2024
Capitalization, page 34
1.We note your disclosure of warrants issued on January 4, 2024 and on April 3, 2024.
Please tell us the value expect to be assigned to such warrants and how you expect to
account for the issuance of such warrants. To the extent the value of these warrants is
significant, please tell us what consideration you gave to disclosing the value and the
expected accounting within your filing.

July 10, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 42
2.We note your results of operations discussion beginning on page 42. Please address the
following:
•Please revise to ensure you provide a discussion of the variances of each
significant line item from your consolidated statements of profit or loss and other
comprehensive income/(loss) (e.g., revenue from contract services, cost of sales from
sales of goods).
•Please revise to discuss your gross profit/(loss) for contract services and for sales of
goods, as it appears that you had a gross profit  for contract services of
RM62.4 million and a  gross loss  for sales of goods of (RM51.7 million) in 2023.
•Please tell us and revise to clarify why the company did not have an expense for cost
of sales from contract services - related parties, despite having revenue from contract
services - related parties.
Reference is made to Item 5 of Form 20-F.
Consolidated Financial Statements, page F-1
3.We acknowledge your response to prior comment 1. Please address the following:
•Please correct the 2023 total comprehensive income and profit attributable to equity
owners amounts from $11,557,971 to $1,557,971 on page F-6.
•Please revise to include a consolidated statement of changes in equity for the fiscal
year ending December 31, 2022.
Note 21. Segment Reporting, page F-29
4.We acknowledge your response to prior comment 11, and revised presentation on page
46. Similarly, please revise here to present cost of sales and gross profit by segment as
required by IFRS 8 paragraph 23. Please also tell us how you considered IFRS 8
paragraph 23 concerning the measure and disclosure of assets and liabilities for each
segment.
5.Please revise your footnote to provide sufficient information to enable users of financial
statements to understand the relationship between the disclosure of disaggregated revenue
(i.e., revenue from contract services and revenue from sales of goods) and revenue
information that is disclosed for each reportable segment (i.e., large scale solar revenue
and commercial & industrial revenue) in accordance with paragraph 115 of IFRS 15. In
addition, please revise your segment operations discussion on pages 45-46 for any
corresponding revisions, as applicable.

July 10, 2024
Page 3
General
6.We reissue comment 2. Please revise to disclose the persons who have voting and
dispositive control over Reservoir Link Energy Bhd. and Reservoir Link Holdings Sdn
Bhd. on the cover, and in the principal shareholder table.
            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
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ying Li

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.

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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

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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

United States securities and exchange commission logo
March 19, 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
Draft Registration Statement on Form F-1
Submitted February 21, 2024
CIK No. 0001989930
Dear Lee Seng Chi:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted February 21, 2024
General
1.Please disclose on the cover page as well as elsewhere as appropriate whether controlling
shareholders will beneficially own a majority of the aggregate voting power of your issued
and outstanding ordinary shares. Please include disclosure to identify the percentage of
voting power to be held by the controlling shareholders following the offering.
Additionally, please disclose, if true, that the controlling shareholders will have the ability
to determine all matters requiring approval by stockholders in the event that you rely on
the controlled company exemptions under the Nasdaq listing rules.
2.Please include the information contained in note 20 to the financial statements in an
appropriate location in the narrative disclosure.
3.Please revise to provide a conversion from RM to USD for all figures provided for

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 March 19, 2024 Page 2
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Founder Group Ltd
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December 31, 2021 or advise.
Prospectus Summary, page 1
4.Please revise to disclose the original shareholders of Founder Energy (Malaysia).
5.We note the statement that you will experience immediate and substantial dilution. Please
revise to indicate the amount of dilution on page 4.
Risk Factors
We face risks associated with concentration of revenue from a few large clients..., page 10
6.Please disclose the names of the customers in the first paragraph.
We are exposed to risks related to concentration of suppliers..., page 10
7.We note the statement that “[a]ccording to the distributorship agreement, Xiamen Solar
First Energy Technology Co. Ltd. became our exclusive solar mounting systems supplier,
which potentially restricts us from sourcing the mounting system from other suppliers in
the event that the distributorship agreement may not be terminated prematurely without
cause.” Please clarify this disclosure.
Risk Factors
"We are an 'emerging growth company' within the meaning of the Securities Act...", page 23
8.You disclose on page 24 your intention to take advantage of the extended transition period
for complying with new or revised accounting standards. This election does not apply to
entities that prepare financial statements in accordance with IFRS as issued by the
IASB. Please advise or revise your disclosure as necessary.
Recently introduced economic substance legislation of the British Virgin Islands..., page 25
9.We note the statement “despite our headquarters physically being in China.” Please revise
or advise.
Capitalization, page 33
10.Please tell us how you determined it was unnecessary to reflect a line item for your
indebtedness within your capitalization table. Please refer to Item 3B of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 38
11.Please expand your disclosures on page 41 to explain the year-over-year increase in other
operating expenses from RM133,599 in 2021 to RM998,604 in 2022 and directors' fees
from RM173,985 in 2021 to RM527,742 in 2022.

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 FirstName LastNameLee Seng Chi
Founder Group Ltd
March 19, 2024
Page 3
Critical Accounting Policies and Estimates, page 48
12.We note that some of your disclosures here appear to be the same as your summary of
significant accounting policies disclosures in Note 2 to your Consolidated Financial
Statements. Please revise to only include a discussion of critical accounting estimates that
involve a significant level of estimation uncertainty and have had or are reasonably likely
to have a material impact on the financial condition or results of operations. For each such
critical accounting estimate your revised disclosure should include qualitative and
quantitative information necessary to understand the estimation uncertainty, how much the
estimate and/or assumption has changed over a relevant period, and the sensitivity of the
reported amounts to the material methods, assumptions and estimates underlying its
calculation. We refer you to Regulation S-K Item 303(b)(3).
Regulations
Regulations Relating to Our EPCC Services in Malaysia
Construction Industry Development Board Malaysia Act 1994, page 82
13.We note the statement “Founder Energy (Malaysia) has breached Section 34(1) of the
CIDBA 1994 by failing to declare and submit 37 contracts to CIDB.” Please revise to
provide appropriate risk factor disclosure.
Regulations Relating to Environment and Safety
Occupational Safety and Health Act 1994, page 83
14.Please revise to disclose whether you believe you are in compliance with the applicable
occupational safety and health laws and regulations.
Compensation of Directors and Executive Officers, page 90
15.We note your statement that “Our Malaysian subsidiaries are required by law to make
contributions equal to certain percentages of each employee’s salary for his or her
statutory benefits.” Advise us whether the Malaysian subsidiaries have made the required
contributions for the employee’s statutory benefits.
Principal Shareholders, page 92
16.Please revise the footnotes to clarify the ownership interests in Reservoir Link Energy
Bhd and Reservoir Link Holdings Sdn Bhd held by Thien Chiet Chai.
Related Party Transactions, page 94
17.Please add Thien Chiet Chai to the disclosure in this section or advise us as appropriate.
Consolidated Statements of Profit or Loss and Other Comprehensive Income/(Loss), page F-6
18.It appears that the line item for cost of sales excludes all depreciation; as such, it appears
that you are reporting a figure for income before depreciation expense (i.e. Gross

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Income). Please address the following:
•Please tell us how you considered the guidance in SAB Topic 11.B. in your
determination to present the line item “Gross Income.” Alternatively, please revise to
remove this subtotal.
•Please tell us how you considered the guidance in SAB Topic 11.B. in your
determination that it was appropriate to label “Cost of sales” as such. Alternatively,
please relabel this line item as “Cost of sales, exclusive of depreciation shown
separately below.”
•Please tell us how you considered the utilization of each fixed asset component in
your operations in concluding that no depreciation expense was to be allocated to cost
of sales.
19.Please tell us what consideration you gave to including in your footnotes a breakout of
fiscal year 2022 “Other operating expenses” by nature. Reference is made to paragraph
104 of IAS 1.
20.We note your disclosure on page F-22 that you had RM8,461,945 and RM22,886,535 of
related party revenue for the years ended December 31, 2022 and December 31, 2021,
respectively. Please address the following:
•Please tell us how you complied with Rule 4-08(k) and Rule 5-03 of Regulation S-X,
or tell us how you determined it was unnecessary to disclose the amount of related
party revenue separately on the face of your Consolidated Statements of Profit or
Loss and Other Comprehensive Income/(Loss).
•We refer you to your footnote 5 regarding the acquisition of assets and business from
Solar Bina Engineering Sdn. Bhd. ("Solar Bina") on July 31, 2021. We further note
your disclosure that such acquisition was accounted for as a business combination
under common control. As such, please clarify for us why you have recorded revenue
from Solar Bina for the years ended December 31, 2022 and December 31, 2021.
Consolidated Statements of Changes in Equity, page F-7
21.We refer you to the three line items for the acquisition of Founder Energy Sdn. Bhd.,
Solar Bina Assets and Solar Bina Business. Please clarify what is meant by "at a discount
under common control" within the description of these line items. Please clarify for us,
and in your filing, if such line items are the result of you recognizing the assets and
liabilities relates to these transactions at the historical cost of the parent of the entities
under common control.
Consolidated Statements of Cash Flows, page F-8
22.Please clarify for us the nature of the line item "Effect from business combination under
common control." Within your response, please clarify for us if this item is reflected on
your consolidated statements of profit or loss and other comprehensive income/(loss).
Please refer to any authoritative accounting literature management relied upon.

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Notes to Consolidated Financial Statements, page F-9
23.We note your identification and presentation of operating results for your “Large-scale
Solar Projects” and “Commercial & Industrial Projects” reportable segments on page 41,
yet you exclude segment-related footnote disclosures pursuant to IFRS 8.  Please advise or
revise.
2. Summary of Significant Accounting Policies, page F-10
24.Please revise your filing to include a policy note for your accounting for warranties, or tell
us how you determined such policy note is not necessary.
5. Acquisition of Assets and Business from Solar Bina Engineering Sdn. Bhd, page F-18
25.We note your disclosure that you acquired assets and business of Solar Bina on July 31,
2021. We further note that you determined that Solar Bina was controlled by Mr. Lee
Seng Chi. Additionally, we note your disclosure that Mr. Lee Seng Chi acted as the Chief
Executive Officer for Solar Bina from 2015 to 2021. Please address the following:
•Please tell us how you determined that Solar Bina was controlled by Mr. Lee Seng
Chi.
•Please tell us when you began presenting the operations related to such assets and
such business within your consolidated financial statements. Please tell us your basis
for using that date.
Within your response, please cite any authoritative accounting literature management
relied upon.
26.Please clarify for us the nature of the RM1,020,236 consideration transferred by Founder
Energy Sdn. Bhd.
15. Revenue, page F-24
27.Based on your disclosures on pages 74-75, it appears that you may have revenue
generating projects that exceed one year. As such, please tell us how you have complied
with the disclosure requirements of paragraph 120 of IFRS 15 with respect to your
remaining performance obligations.
20. Subsequent Events, page F-27
28.Please revise to disclose the date when the financial statements were authorized for issue
and who gave that authorization. If applicable, please also disclose who has the power to
amend the financial statements after issue. We refer you to IAS 10.17.

            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
 March 19, 2024 Page 6
 FirstName LastName
Lee Seng Chi
Founder Group Ltd
March 19, 2024
Page 6
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