Exhibit 99.1

 

NOTE AMENDMENT

 

This Note Amendment (this “Amendment”) is entered into as of August 19, 2026 (the “Effective Date”), by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Founder Group Limited, a British Virgin Islands company (“Company”).

 

A. Company previously sold and issued to Investor that certain Secured Convertible Promissory Note dated December 11, 2025 in the original principal amount of $16,070,000.00 (the “Note”).

 

B. The Note was issued pursuant to that certain Securities Purchase Agreement dated December 11, 2025 by and between Investor and Company (the “Purchase Agreement”).

 

C. Investor and Company have agreed, subject to the terms, amendments, conditions and understanding expressed in this Amendment, to amend the Note.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Conversion Price. The definition of the term of “Conversion Price” found in Attachment 1 to the Note shall be deleted in its entirety and replaced with the following:

 

“A2. “Conversion Price” means a price per share equal to the lower of: (a) 85% of the lowest daily VWAP during the ten (10) consecutive Trading Days immediately preceding the applicable measurement date; and (b) 85% of the lowest Intraday Hourly VWAP on the applicable measurement date.”

 

2. Intraday Trade Price. The following defined term shall be added to Attachment 1 to the Note as definition A18:

 

“A18. “Intraday Hourly VWAP” means the lowest hourly VWAP of the Ordinary Shares for any completed one-hour period prior to the time of submission of the Conversion Notice during the Trading Day on which the Conversion Notice is submitted measured every hour beginning at 3:00 AM Central Time and ending on 7:00 PM Central Time.”

 

3. Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Investor to Company in connection with this Amendment.

 

4. Other Terms Unchanged. Except as expressly amended by this Amendment, the Note shall remain unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the same governing law, venue, and arbitration provisions as the Note.

 

5. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and the Note and, in making its decision to enter into the transactions contemplated by this Amendment, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

 

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

 

7. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

 

  INVESTOR:
   
  Streeterville Capital, LLC
   
  By: /s/ John Fife 
    John Fife, President
   
  COMPANY:
   
  Founder Group Limited
   
  By: /s/ Lee Seng Chi
    Lee Seng Chi, Chief Executive Officer

 

[Signature Page to Note Amendment]