Welcome to our dedicated page for MEGAN HLDGS SEC filings (Ticker: MGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Megan Holdings Limited (MGN) SEC filings page on Stock Titan provides access to the company’s public filings as a foreign private issuer. Megan is a Malaysia-based company engaged in the development, construction, and maintenance of aquaculture farms and related works, and it reports to the U.S. Securities and Exchange Commission in connection with its Nasdaq Capital Market listing.
Through this page, users can review key filings such as the company’s registration statement on Form F-1, which supported its initial public offering of ordinary shares, and ongoing current reports on Form 6-K. These filings cover topics including the use of offering proceeds for sales and marketing, expansion opportunities through merger and acquisition activities, development of its “Smart Farming System,” and general working capital and corporate purposes.
Megan’s Form 6-K reports also describe corporate governance and audit matters, such as the dismissal of its previous independent registered public accounting firm, the engagement of a new firm, and statements that there were no disagreements or reportable events under applicable SEC definitions. Other 6-K filings outline changes in the Board of Directors, including the resignation of an independent director and the appointment of a new independent director and audit committee chairman.
On Stock Titan, these filings are updated as they become available from EDGAR, and AI-powered tools can help summarize lengthy documents such as registration statements and ongoing reports. Users can quickly identify significant disclosures related to Megan Holdings Limited’s aquaculture-focused operations, audit and governance changes, and capital markets activities without reading every page in detail.
Megan Holdings Ltd. CEO and director Hoo Wei Sern filed an initial ownership report showing indirect holdings in both classes of the company’s shares. The filing reports 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares held indirectly through a holding company structure.
Megan Holdings Limited completed a follow-on public offering of 20,750,000 Class A ordinary shares at US$0.40 per share, raising US$8.3 million in gross proceeds before fees and expenses. The offering was conducted on a reasonable best-efforts basis with no minimum amount required to close.
D. Boral Capital LLC acted as exclusive placement agent and received a cash fee equal to 7.0% of the aggregate gross proceeds. Megan plans to use the net proceeds mainly for business expansion, potential acquisitions, development of new products including its Smart Farming System, and general working capital and corporate purposes.
Megan Holdings Limited is offering 20,750,000 Class A Ordinary Shares at US$0.40 per share in a reasonable best-efforts primary offering. The offering price produces a public offering amount of $8,300,000 and estimated proceeds to the company of $7,719,000 before expenses, with placement agent fees equal to 7.0% of gross proceeds.
The placement agent is D. Boral Capital Markets LLC and delivery is expected on or about February 27, 2026. Shares outstanding will increase from 11,250,000 Class A Ordinary Shares before this offering to 32,000,000 Class A Ordinary Shares after this offering. Upon completion, controlling shareholder Mr. Darren Hoo will hold 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing 90.73% voting power due to Class B Shares carrying fifty votes each. Net proceeds are earmarked for product development (including the Smart Farming System), business ventures, acquisitions, and working capital.
Megan Holdings Limited has filed an amended F-1 to offer up to 20,750,000 Class A Ordinary Shares, or pre-funded warrants in lieu of shares, plus 20,750,000 Class A shares underlying those warrants, in a primary reasonable best-efforts offering.
The assumed price is US$0.40 per Class A share and US$0.3999 per pre-funded warrant, with each warrant exercisable for one share at US$0.0001. There is no minimum offering amount, no escrow of investor funds, and the placement agent is engaged on a reasonable best-efforts basis.
The company develops, constructs and maintains aquaculture farms in Malaysia and plans to use proceeds for new products including its Smart Farming System, business ventures, acquisitions and working capital. After the deal, total Class A shares would rise from 11,250,000 to 32,000,000, and the dual-class structure will leave CEO Darren Hoo with 90.73% of voting power, making Megan a controlled company under Nasdaq rules.
Megan Holdings Limited filed an amended Form 6-K to update a prior February 2026 report. The amendment’s sole purpose is to add the company’s Second Amended and Restated Memorandum and Articles of Association as an exhibit to that earlier filing.
All other information in the original Form 6-K remains unchanged.
Megan Holdings Limited shareholders approved all six proposals at an annual general meeting held on January 27, 2026, with 10,849,126 votes cast, representing 66.76% of votes exercisable.
Investors approved two auditor appointments for fiscal years ending December 31, 2025 and June 30, 2026. They also adopted a dual-class share structure by splitting the existing 500,000,000 authorized ordinary shares into 450,000,000 Class A and 50,000,000 Class B shares, with related redesignation of issued and authorized shares.
The meeting further approved a second amended and restated memorandum and articles of association to embed the dual-class structure and its rights, and authorized potential adjournment of the meeting if additional proxy solicitation had been needed.
Megan Holdings Limited, a Cayman Islands holding company with operating subsidiaries in Malaysia, has filed a Form F-1 to sell additional ordinary shares in a primary, reasonable best-efforts offering. The shares will be sold through placement agent D. Boral Capital Markets LLC without a minimum raise, no escrow and a single expected closing after effectiveness.
The company designs, builds and maintains aquaculture and agriculture projects, with revenue heavily concentrated in Malaysian shrimp farms and a small number of key customers and suppliers. Megan completed a Nasdaq IPO in 2025 and qualifies as both an emerging growth company and a foreign private issuer, which allows reduced U.S. reporting.
Planned use of proceeds includes developing new products such as its Smart Farming System, pursuing new business ventures and acquisitions, and funding general working capital. The prospectus highlights significant risks, including customer and country concentration, reliance on subcontractors, early-stage operating history, potential dilution from this offering, and the complexities of enforcing shareholder rights under Cayman Islands law.
Megan Holdings Limited reports sharply lower results for the six months ended June 30, 2025 as large development projects wound down. Revenue fell from MYR29.3 million to MYR13.9 million (about US$3.3 million), with nearly all 2025 revenue coming from upgrading existing aquaculture and agriculture farms rather than developing new ones.
Gross profit declined from MYR5.1 million to MYR2.3 million and net income decreased from MYR2.7 million to MYR1.9 million (US$0.45 million), while gross margin slipped slightly from 17.3% to 16.6%. Operating cash flow dropped to MYR0.8 million from MYR10.2 million as accounts receivable were collected and redeployed into advances to subcontractors. As of June 30, 2025, the company held MYR97.3 million in current assets, MYR64.1 million in current liabilities and working capital of MYR33.2 million.
Megan Holdings Limited has called an annual general meeting on January 27, 2026 to seek shareholder approval for several governance and capital structure changes. Shareholders will vote on appointing SFAI MALAYSIA PLT as independent auditor for the year ending December 31, 2025.
The company is asking to adopt a dual‑class share structure, splitting its authorized capital of US$50,000 into 500,000,000 ordinary shares comprising 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, each with a par value of US$0.0001. Each Class A share would carry one vote and each Class B share fifty votes.
Existing issued shares will be redesignated so that Star Sprite Limited’s 10,845,000 ordinary shares become 5,845,000 Class A shares and 5,000,000 Class B shares, and all other issued and authorized but unissued ordinary shares become Class A or Class B as described. A new second amended and restated memorandum and articles of association would formalize these rights. Star Sprite Limited currently holds over 66% of issued and outstanding ordinary shares and is 100% controlled by executive director, chairman and CEO Hoo Wei Sern; approval of Proposal Five would grant him voting control of the company.