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Megan Holdings Limited corrected its February 2026 shareholder meeting disclosure and confirmed that previously reported voting results remain accurate. The amendment clarifies that Proposal Two was a special resolution to adopt a dual-class share capital structure, and that the meeting was the Annual General Meeting.
At the January 27, 2026 Annual General Meeting, shareholders holding 10,849,126 votes, or 66.76% of votes exercisable as of January 2, 2026, approved all six proposals. SFAI MALAYSIA PLT was appointed auditor for the fiscal year ending December 31, 2025. Shareholders approved a dual-class structure under which Class A Ordinary Shares carry 1 vote and Class B Ordinary Shares carry 50 votes.
They also approved changing authorized share capital to 500,000,000 ordinary shares of US$0.0001 par value, comprising 450,000,000 Class A and 50,000,000 Class B shares, along with extensive share redesignations and adoption of a Second Amended and Restated Memorandum and Articles of Association to reflect the new structure. An adjournment authority resolution was also approved.
Megan Holdings Limited shareholders approved all three proposals at the July 13, 2026 annual general meeting. Turnout was high, with 257,003,827 votes, representing 91.14% of votes exercisable, present through 7,003,827 Class A and 5,000,000 Class B Ordinary Shares as of the record date.
The meeting authorized the Board, in its sole discretion within two years, to implement one or more Share Consolidations at an aggregate ratio not exceeding 1-for-400, with fractional shares rounded up to the nearest whole share. Shareholders also adopted a Third Amended and Restated Memorandum and Articles of Association, reducing the minimum notice for general meetings from ten to five clear days and deeming postal notices served after two calendar days. An adjournment resolution to allow postponement of the meeting if needed for additional proxy solicitation was also approved.
Megan Holdings Limited has called an annual general meeting for July 13, 2026 in Kuala Lumpur. Shareholders will vote on authorizing the board to implement one or more share consolidations of both Class A and Class B ordinary shares at a ratio of up to 1-for-400, with fractional shares rounded up. The proxy explains that this flexibility is intended to help meet Nasdaq’s minimum bid price requirement. Investors will also vote on amending the memorandum and articles of association to shorten general meeting notice from ten to five clear days and reduce postal deemed-service from five to two calendar days, plus a proposal allowing adjournment of the meeting if more time is needed to gather votes.
Megan Holdings Limited, a Cayman Islands holding company operating mainly in Malaysia, reports on its aquaculture-focused construction and maintenance business. Revenue comes from upgrading and maintaining farms, designing and developing new farms, and sourcing materials and rental machinery, with shrimp-related projects a major contributor.
The company completed a Nasdaq IPO on Class A Ordinary Shares in September 2025, raising US$5.0 million, followed by a February 2026 follow-on offering of 20,750,000 Class A shares for about US$8.3 million in gross proceeds. In January 2026 it adopted a dual-class share structure, giving founder-CEO Darren Hoo 90.73% of voting power through high-vote Class B shares. Megan later received a Nasdaq notice in May 2026 for not meeting the US$1.00 minimum bid price, starting a 180‑day cure period, and is considering options, including a possible reverse split, to regain compliance.
Megan Holdings Limited has received a notice from Nasdaq that its Class A ordinary shares no longer meet the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2). The shares traded below this level for 30 consecutive business days from March 30 to May 11, 2026. The notice does not immediately affect trading, and Megan has 180 calendar days, until November 9, 2026, to regain compliance. If the closing bid price reaches at least $1.00 for ten consecutive business days within this period, the company will be deemed back in compliance. If it fails to do so, Megan may seek a second compliance period, which could involve measures such as a reverse stock split, provided it meets other Nasdaq Capital Market standards. The company states it is monitoring its share price and evaluating options to maintain its Nasdaq listing.
Megan Holdings Ltd. director Phua Zhi Yong has filed an initial Form 3, which identifies him as a director and reporting person for the company’s shares. The excerpt shows no reported transactions, no share acquisitions or dispositions, and no listed derivative positions at this time.
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.