Founder Group Ltd-A 2026年年度报告和过渡报告

For the fiscal year ended December 31, 2025 OR OR Securities registered or to be registered pursuant to Section 12(b) of the Act. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. An aggregate of 29,033,700 Class A ordinary shares and 4,000,000 Class B ordinary shares, no par value, were issued and outstanding as of December 31,2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large-accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issued by the International Accounting StandardsBoard☒Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY18ITEM 4A.UNRESOLVED STAFF COMMENTS43ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS44ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES64ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS72ITEM 8.FINANCIAL INFORMATION74ITEM 9.THE OFFER AND LISTING75ITEM 10.ADDITIONAL INFORMATION76ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK95ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES97PART II98ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES98ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS98ITEM 15.CONTROLS AND PROCEDURES98 ITEM 16.[RESERVED]99ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT99ITEM 16B.CODE OF ETHICS99ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES99ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES100ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS100ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT100ITEM 16G.CORPORATE GOVERNANCE100ITEM 16H.MINE SAFETY DISCLOSURE100ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS100ITEM 16J.INSIDER TRADING POLICIES100ITEM 16K.CYBER SECURITY100PART III101ITEM 17.FINANCIAL STATEMENTS101ITEM 18.FINANCIAL STATEMENTS101ITEM 19.EXHIBITS101 INTRODUCTION In this annual report on Form 20-F, unless the context otherwise requires, references to: ●“BVI” are to the British Virgin Islands;●“BVI Act” are to the BVI Business Companies Act, 2020, Revised Edition (as amended);●“C&I” are to Commercial and Industrial;●“Class A Ordinary Shares” are to Class A ordin