Megan Holdings (MGN) shareholders approve dual-class structure and new M&A

Rhea-AI Filing Summary

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.

Key Figures

Votes represented at AGM: 10,849,126 votes Participation rate: 66.76% Voting power per share class: Class A: 1 vote; Class B: 50 votes +5 more

8 metrics

Votes represented at AGM 10,849,126 votes Votes present in person or by proxy at January 27, 2026 Annual General Meeting

Participation rate 66.76% Percentage of votes exercisable as of January 2, 2026 record date represented at the meeting

Voting power per share class Class A: 1 vote; Class B: 50 votes Voting rights on all matters subject to vote at general meetings

Authorized share capital 500,000,000 shares; US$50,000 Authorized capital of US$50,000 divided into 500,000,000 ordinary shares of US$0.0001 each

Authorized Class A shares 450,000,000 Class A Ordinary Shares Portion of authorized share capital designated as Class A Ordinary Shares

Authorized Class B shares 50,000,000 Class B Ordinary Shares Portion of authorized share capital designated as Class B Ordinary Shares

Star Sprite redesignation 5,845,000 Class A; 5,000,000 Class B Redesignation of 10,845,000 issued ordinary shares held by Star Sprite Limited

Auditor appointment votes for 10,847,120 votes Votes in favor of appointing SFAI MALAYSIA PLT as auditor for fiscal year ending December 31, 2025

Key Terms

dual-class share capital structure, special resolution, memorandum and articles of association, par value, +1 more

5 terms

dual-class share capital structure financial

"to adopt a dual-class share capital structure (the “Adoption of Dual Class Share Structure”)"

special resolution regulatory

"Proposal Two: By a special resolution, to adopt a dual-class share capital structure"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

memorandum and articles of association regulatory

"the second amended and restated memorandum and articles of association of the Company"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

par value financial

"ordinary shares of a par value of US$0.0001 each, comprising (a) 450,000,000 class A"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Second Amended and Restated M&A regulatory

"having the rights and subject to the restrictions set out in the Second Amended and Restated M&A"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/17/2026 - 09:20 PM Accepted by SEC EDGAR 07/17/2026 - 09:20 PM Learn about SEC filing dates

FAQ

What did Megan Holdings (MGN) correct in this Form 6-K/A amendment?

The amendment clarifies that Proposal Two at the January 27, 2026 meeting was a special resolution to adopt a dual-class share capital structure, not an auditor appointment, and that the meeting was the Annual General Meeting. Previously reported vote counts remain unchanged.

What dual-class structure did Megan Holdings (MGN) shareholders approve?

Shareholders approved a dual-class structure where Class A Ordinary Shares have 1 vote per share and Class B Ordinary Shares have 50 votes per share on all matters at general meetings, significantly differentiating the voting power of the two classes.

How many votes were represented at Megan Holdings (MGN) January 27, 2026 AGM?

A total of 10,849,126 votes, representing 66.76% of votes exercisable as of the January 2, 2026 record date, were present in person or by proxy at the Annual General Meeting, and all six proposals were approved.

What change to authorized share capital did Megan Holdings (MGN) approve?

Shareholders approved authorized share capital of US$50,000 divided into 500,000,000 ordinary shares of US$0.0001 par, comprising 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, replacing the prior single-class structure.

How were Megan Holdings (MGN) existing shares redesignated between Class A and Class B?

The resolution redesignated 10,845,000 issued shares held by Star Sprite Limited into 5,845,000 Class A and 5,000,000 Class B shares, while 5,405,000 issued shares held by various shareholders and 438,750,000 authorized but unissued shares became Class A, and 45,000,000 authorized but unissued shares became Class B.

What governance document changes did Megan Holdings (MGN) approve?

Shareholders approved the Second Amended and Restated Memorandum and Articles of Association, replacing the prior version to reflect the dual-class share structure and to set out the specific rights and privileges of Class A and Class B Ordinary Shares.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42869

Megan Holdings Limited

(Translation of registrant’s name into English)

B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

EXPLANATORY NOTE

Megan Holdings Limited (the “Company”) is furnishing this Amendment No. 2 to amend its Report of Foreign Private Issuer on Form 6-K for the month of February 2026, which was originally furnished to the U.S. Securities and Exchange Commission on February 2, 2026 (the “Original Form 6-K”) and previously amended on February 6, 2026.

This Amendment No. 2 is being furnished to correct (i) the description of Proposal Two, which was inadvertently described in the Original Form 6-K as a resolution to appoint HTL International, LLC as the Company’s independent registered public accounting firm, rather than the special resolution to adopt a dual-class share capital structure that was actually presented to, and approved by, the shareholders; and (ii) a reference in the heading of the Original Form 6-K to the results of an “Extraordinary General Meeting of Shareholders,” which should have referred to the “Annual General Meeting of Shareholders.” The voting results reported in the Original Form 6-K are correct and remain unchanged. Except as described herein, the Original Form 6-K remains unchanged.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of Annual General Meeting of Shareholders

At the annual general meeting of shareholders (the “Meeting”) of Megan Holdings Limited (the “Company”) convened at January 27, 2026, at 11:00 A.M., local time (January 26, 2026, at 10:00 P.M., Eastern Time), at B-01-07, Gateway Corporate Suites, Gateway Kiaramas, No. 1, Jalan Desa Kiara, 50480 Mont Kiara, Kuala Lumpur, Malaysia, the shareholders of the Company adopted resolutions approving all of the six proposals considered at the Meeting. A total of 10,849,126 votes, representing 66.76% of the votes exercisable, represented by 10,849,126 ordinary shares, par value $0.0001 per share of the Company, each of which is entitled to one (1) vote per share, as of January 2, 2026, the record date, were present in person or by proxy at the Meeting. All matters voted on at the meeting were approved. The results of the votes were as follows:

1. Proposal One – Appointment of SFAI

Resolution(s)

For

Against

Abstain

Proposal One: by an ordinary resolution, to approve the appointment of SFAI MALAYSIA PLT as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2025.

10,847,120

2,005

1

2. Proposal Two – Adoption of Dual Class Structure

Resolution(s)

For

Against

Abstain

Proposal Two: By a special resolution, to adopt a dual-class share capital structure (the “Adoption of Dual Class Share Structure”), such that: (i) the Company’s share capital will be divided into Class A Ordinary Shares (as defined below) and Class B Ordinary Shares (as defined below); and (ii) each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company.

10,846,238

2,873

15

3. Proposal Three – Change of Share Capital

Resolution(s)

For

Against

Abstain

Proposal Three: by a special resolution, to change the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, comprising (a) 450,000,000 class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”) and (b) 50,000,000 class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”).

10,846,073

2,764

289

1

4. Proposal Four – Share Redesignation

Resolution(s)

For

Against

Abstain

Proposal four: by a special resolution, to redesignate the shares of the Company in the following manner (the “Share Redesignations”): (i) the 10,845,000 issued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company registered in the name of Star Sprite Limited be redesignated as 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A (as defined below); (ii) the remaining 5,405,000 issued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company registered in the names of various shareholders be redesignated as 5,405,000 Class A Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A; (iii) the 438,750,000 authorised but unissued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company be redesignated as 438,750,000 Class A Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A; and (iv) the 45,000,000 authorized but unissued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company be redesignated as 45,000,000 Class B Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A.

10,846,335

2,764

27

5. Proposal Five – Adoption of the Second Amended and Restated M&A

Resolution(s)

For

Against

Abstain

Proposal Five: by a special resolution, to approve that the second amended and restated memorandum and articles of association of the Company (the “Second Amended and Restated M&A”) be adopted in substitution for and to the exclusion of the amended and restated memorandum and articles of association of the Company currently in effect, to reflect, among others, the Adoption of Dual Class Share Structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares.

10,846,335

2,764

27

6. Proposal Six – Adjournment

Resolution(s)

For

Against

Abstain

Proposal Six: by an ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Five.

10,846,344

2,781

1

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Megan Holdings Limited
By:	/s/ Hoo Wei Sern
Name:	Hoo Wei Sern
Title:	Executive Chairman, Chief Executive Officer and Executive Director

Date: July 17, 2026

3