SEC Form SCHEDULE 13D filed by Founder Group Limited
$FGL
Engineering & Construction
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Founder Group Ltd (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
G3662E105 (CUSIP Number) |
Lee Seng Chi No. 6, Taman Mambau Jaya, Seremban Negeri Sembilan, N8, 70300 60 16-376 6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/08/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G3662E105 |
| 1 |
Name of reporting person
LEE SENG CHI | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,802,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents 2,607,954 class A shares (the "Class A Shares") of Founder Group Ltd (the "Issuer") and 5,194,840 class B shares (the "Class B Shares") of the Issuer, which were owned directly and beneficially by the Reporting Person. Class B Shares are convertible at any time by the holder thereof into Class A Shares on a one-for-one basis. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to holders for vote.
The percentage of the Reporting Person's beneficial ownership in class are based on the assumption that all Class B Shares are converted into Class A Shares. The total number of shares on such as-converted basis is 41,502,842, according to information provided by the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Shares | |
| (b) | Name of Issuer:
Founder Group Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 17, Jalan Astana 1D, Bandar Bukit Raja, Klang, Selangor Darul Ehsan,
MALAYSIA
, 41050. | |
Item 1 Comment:
This statement of beneficial ownership on Schedule 13D (this "Schedule 13D") relates to the Class A shares of Founder Group Ltd (the "Issuer"). The Class A shares of the Issuer are listed on the Nasdaq Capital Market under the symbol "FGL." | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Lee Seng Chi (the "Reporting Person"). | |
| (b) | The business address of the Reporting Person is No. 17, Jalan Astana 1D, Bandar Bukit Raja, 41050 Klang, Selangor Darul Ehsan, Malaysia. | |
| (c) | The Reporting Person is the chief executive officer, director and chairman of the board of directors of the Issuer. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Malaysia | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person held 4,832,954 ordinary shares of the Issuer upon the completion of the initial public offering of the Issuer. As part of the restructuring that the Company implemented in July 2025, such ordinary shares were re-designated as 2,832,954 Class A shares and 2,000,000 Class B shares. During the period from December 2025 to January 2026, the Reporting Person sold 225,000 Class A shares in open market.
On January 8, 2026, the Reporting Person received grant of 3,194,840 Class B shares by the Issuer as incentive payments for successful procurement of contracts relating to engineering, procurement, construction and commissioning of multiple large scale solar photovoltaic plant in Malaysia. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 above is incorporated into this Item 4 by reference.
Except as set forth in this Schedule 13D, the Reporting Person currently has no present plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, and from time to time, review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Person to Rows 11 and 13, including the footnotes thereto, of the cover page of this Schedule 13D are hereby incorporated herein by reference. | |
| (b) | The responses of the Reporting Person to Rows 7, 8, 9 and 10, including the footnotes thereto, of the cover page of this Schedule 13D are hereby incorporated herein by reference. | |
| (c) | Except as set forth in this Schedule 13D, the Reporting Person has not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Class A shares during the sixty days prior to the date of filing this Schedule 13D. | |
| (d) | Except as forth in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares beneficially owned by the Reporting Person as reported in this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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