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 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.
Megan Holdings Limited has changed its independent registered public accounting firm. Effective December 15, 2025, the company dismissed WWC, P.C. as auditor, a move approved and ratified by both the Board of Directors and the Audit Committee.
WWC’s reports on Megan Holdings’ consolidated financial statements for the years ended December 31, 2023 and 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles. On the same date, the Board and Audit Committee approved the engagement of SFAI MALAYSIA PLT as the new independent registered public accounting firm to audit and review the company’s consolidated financial statements.
Megan Holdings also requested a letter from WWC addressed to the U.S. Securities and Exchange Commission regarding these disclosures, which is included as an exhibit.
Megan Holdings Limited announced a board change, with independent director Long Jia Kwang resigning effective October 31, 2025, citing personal commitments and no disagreements with the company’s operations, policies or practices. On November 21, 2025, the board appointed Phua Zhi Yong (Jason) as an independent director, chairman of the audit committee, and member of the nominating and compensation committees.
Mr. Phua, age 38, is a Chartered Accountant (Singapore) with over a decade of experience in financial management, compliance, corporate governance and public company reporting, including serving as CFO of YY Group Holding Limited and leading its U.S. Nasdaq listing. The company considers him an “audit committee financial expert” and formalized his role through a director offer letter effective November 21, 2025.
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