Megan Holdings Limited Announces Pricing of $8.3 Million Follow-on Public Offering

Rhea-AI Summary

Megan Holdings (Nasdaq: MGN) priced a follow-on offering of 20,750,000 Class A ordinary shares at $0.40 per share, implying aggregate gross proceeds of $8.3 million if fully sold. The offering is on a reasonable best-efforts basis, expected to close on or about February 27, 2026.

The company plans to use net proceeds for business ventures and potential acquisitions, development of new products including its Smart Farming System, and for general working capital and corporate purposes. D. Boral Capital is the exclusive placement agent and the offering is under an effective Form F-1 registration.

Positive

• Offering size of 20,750,000 shares priced at $0.40
• Projected gross proceeds of $8.3 million if fully sold
• Use of proceeds targeted to acquisitions and Smart Farming System development
• Registration effective under Form F-1, providing a cleared SEC filing path

Negative

• Potential dilution to existing shareholders from 20,750,000 new shares
• No minimum offering amount required, allowing a closing without full subscription
• Placement agent fees and offering expenses will reduce net proceeds

News Market Reaction – MGN

+46.34% 26.6x vol

23 alerts

+46.34% News Effect

+65.9% Peak Tracked

-14.7% Trough Tracked

+$11M Valuation Impact

$35M Market Cap

26.6x Rel. Volume

On the day this news was published, MGN gained 46.34%, reflecting a significant positive market reaction. Argus tracked a peak move of +65.9% during that session. Argus tracked a trough of -14.7% from its starting point during tracking. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $11M to the company's valuation, bringing the market cap to $35M at that time. Trading volume was exceptionally heavy at 26.6x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Follow-on price: US$0.40 per share Follow-on size: 20,750,000 shares Gross proceeds: US$8.3 million +5 more

8 metrics

Follow-on price US$0.40 per share Offering price for 20,750,000 Class A ordinary shares

Follow-on size 20,750,000 shares Class A ordinary shares in follow-on offering

Gross proceeds US$8.3 million Assuming sale of all securities offered, before fees

Par value US$0.0001 per share Par value of Class A ordinary shares

IPO proceeds $5 million Gross proceeds from 2025 IPO at $4.00 per share

Revenue 1H 2025 MYR13.9 million (about US$3.3 million) Six months ended June 30, 2025

Prior revenue MYR29.3 million Revenue in prior comparable period before 1H 2025

Post-deal Class A shares 32,000,000 shares Total Class A shares after offering per F-1/A

Market Reality Check

Price: $1.80 Vol: Volume 235,242 vs 20-day ...

high vol

$1.80 Last Close

Volume Volume 235,242 vs 20-day average 61,403 (relative volume 3.83) indicates elevated trading activity into the offering news. high

Technical Shares at $1.23 are trading below the 200-day MA of $2.01, and sit 85.75% below the 52-week high of $8.63 and 23% above the 52-week low of $1.00.

Peers on Argus

No peers with momentum flags or same-day headlines were identified, suggesting t...

No peers with momentum flags or same-day headlines were identified, suggesting the -31.67% move in MGN reflects company-specific offering dynamics rather than a sector-wide move.

Historical Context

1 past event · Latest: Sep 29 (Positive)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Sep 29	IPO completion	Positive	+0.6%	Closing of $5M IPO at $4.00 per share and start of Nasdaq trading.

Pattern Detected

The prior capital-raising IPO event saw a modest positive reaction, contrasting with the sharp decline around this follow-on offering.

Recent Company History

In September 2025, Megan completed its Nasdaq IPO, selling 1,250,000 shares at $4.00 for gross proceeds of $5 million, with a mildly positive 0.63% price reaction. Since then, the company has pursued an additional primary offering via Form F-1 to fund its Smart Farming System, acquisitions, and working capital. The current follow-on offering at $0.40 fits this pattern of raising equity capital to support growth plans after a period of weaker financial performance disclosed in recent 6-K filings.

Market Pulse Summary

The stock surged +46.3% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +46.3% in the session following this news. A strong positive reaction aligns with the role of fresh capital in funding Megan’s growth plans, including its Smart Farming System and potential acquisitions. Historically, the $5 million IPO generated only a modest 0.63% gain, so a much larger move on this follow-on would have contrasted with prior behavior. Sustainability would have depended on how investors weighed dilution against the company’s weakened revenues of MYR13.9 million in the latest half year.

Key Terms

follow-on offering, reasonable best-efforts basis, registration statement on form f-1, prospectus, +4 more

8 terms

follow-on offering financial

"Megan Holdings Limited ... announced the pricing of its follow-on offering"

A follow-on offering is when a company sells additional shares to the public after its initial stock listing to raise more cash. For investors it matters because the new shares increase the total number of shares outstanding, which can reduce each existing shareholder’s ownership share and earnings per share—similar to baking more loaves of bread after the first batch, which means each slice represents a slightly smaller piece of the whole; the funds raised can also support growth or pay debt.

reasonable best-efforts basis financial

"The Offering is being conducted on a reasonable best-efforts basis."

A contractual standard where a party agrees to make a sincere, commercially reasonable effort to achieve an outcome but does not promise a guaranteed result. Think of it as promising to try hard within practical limits—like a contractor who will take sensible, industry-standard steps to finish a job but won’t be held to impossible perfection. For investors, this shapes expectations about the likelihood and timing of actions such as securing financing or completing filings and affects how much legal recourse exists if the effort fails.

registration statement on form f-1 regulatory

"pursuant to a registration statement on Form F-1 (File No. 333-292850)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus regulatory

"The Offering is being made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

pre-funded warrants financial

"offer up to 20,750,000 Class A Ordinary Shares, or pre-funded warrants in lieu of shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

dual-class share structure financial

"They also adopted a dual-class share structure by splitting the existing"

A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.

controlled company regulatory

"making Megan a controlled company under Nasdaq rules."

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

emerging growth company regulatory

"Megan completed a Nasdaq IPO in 2025 and qualifies as both an emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. Not financial advice.

Malaysia, Kuala Lumpur, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Megan Holdings Limited (Nasdaq: MGN) (the “Company” or “Megan”), a Malaysia-based company principally engaged in the development, construction, and maintenance of aquaculture farms and related works, today announced the pricing of its follow-on offering (the “Offering”) of 20,750,000 Class A ordinary shares, par value US$0.0001 per share, at an offering price of US$0.40 per share.

The Offering is being conducted on a reasonable best-efforts basis. D. Boral Capital LLC is acting as the exclusive placement agent for the Offering. The Offering is expected to close on or about February 27, 2026, subject to the satisfaction of customary closing conditions. There is no minimum offering amount required as a condition to closing.

The Company expects to receive aggregate gross proceeds of US$8.3 million, assuming the sale of all of the securities offered, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering primarily to pursue business ventures and potential acquisitions, to support the development of new products including its Smart Farming System, and for general working capital and corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-292850), as amended, previously declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2026. The Offering is being made only by means of a prospectus forming part of the effective registration statement. A final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus may also be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, by telephone at +1 (212) 970-5150, or by email at info@dboralcapital.com.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Megan Holdings Limited

Megan is a Malaysia-based company principally engaged in the development, construction, and maintenance of aquaculture farms and related works. Since its inception in 2020, the Company has strived to establish itself as a trusted and experienced provider of shrimp farm related maintenance services in Malaysia. Complementary to its upgrading and maintenance services, Megan also assist customers with the design and development of new farms, including the development and construction of a shrimp hatchery center in Semporna, Sabah, and the development of a 111-acre shrimp farm in Tawau, Sabah, Malaysia. Megan also assists customers in sourcing building materials and machineries available for rental for use on their farms, positioning itself as a one-stop center for aquaculture and agriculture needs. For more information, please visit the company’s website: https://www.meganmezanin.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs, including the expectation that the proposed Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in its registration statement on Form F-1 and other filings with the SEC.

For media inquiries, please contact:

Megan Holdings Limited

Investor Relations Department
Email: info@meganmezanin.com

FAQ

How many shares did Megan Holdings (MGN) offer and at what price in the February 26, 2026 follow-on?

The offering consisted of 20,750,000 Class A shares at $0.40 each. According to the company, that pricing implies aggregate gross proceeds of $8.3 million assuming full sale, before placement agent fees and expenses.

When is the Megan Holdings (MGN) follow-on offering expected to close?

The offering is expected to close on or about February 27, 2026. According to the company, closing is subject to customary conditions and finalization of placement agent arrangements.

What will Megan Holdings (MGN) use the net proceeds from the $8.3 million offering for?

Net proceeds are intended for business ventures, potential acquisitions, and product development. According to the company, funds will support the Smart Farming System and general working capital and corporate purposes.

Who is the placement agent for Megan Holdings (MGN) follow-on offering and how is the offering being conducted?

D. Boral Capital LLC is the exclusive placement agent for the offering. According to the company, the offering is being conducted on a reasonable best-efforts basis under an effective Form F-1 registration.

Will Megan Holdings (MGN) close the offering only if a minimum amount is raised?

No. According to the company, there is no minimum offering amount required as a condition to closing, so the offering may close without full subscription of all offered shares.

Where can investors obtain the final prospectus for Megan Holdings (MGN) offering?

The final prospectus will be filed with the SEC and available at www.sec.gov. According to the company, electronic copies may also be requested from D. Boral Capital LLC when available.