UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42869
Megan Holdings Limited
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 of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
EXPLANATORY NOTE
On May 12, 2026, Megan Holdings Limited (the “Company”)
received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company is not in compliance
with Nasdaq’s minimum bid price requirement.
Nasdaq Listing Rule 5550(a)(2) requires that listed
securities maintain a minimum bid price of $1.00 per share. The notification letter stated that the Company’s Class A ordinary shares,
par value US$0.0001 per share (the “Class A Ordinary Shares”), have failed to maintain this minimum bid price for the last
30 consecutive business days, from March 30, 2026 to May 11, 2026.
The notification does not immediately impact the
listing or trading of the Company’s Class A Ordinary Shares on Nasdaq. Under Nasdaq rules, the Company has been granted a compliance
period of 180 calendar days, until November 9, 2026, to regain compliance. If, at any time during this period, the closing bid price of
the Company’s Class A Ordinary Shares is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will confirm
compliance, and the matter will be resolved.
If the Company is unable to regain compliance
by November 9, 2026, it may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of
the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, which may include implementing a reverse stock split if necessary.
The Company is actively monitoring the bid price
of its Class A Ordinary Shares and is considering all available options to regain compliance with Nasdaq’s requirements. The Company
remains committed to delivering value to its shareholders and maintaining its listing on Nasdaq.
On May 14, 2026 (May 13, 2026, U.S. Eastern time), the Company issued a press release
entitled “Megan Holdings Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency.” A copy
of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
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.
Date: May 13, 2026
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Megan Holdings Limited |
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By: |
/s/ Hoo Wei Sern |
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Name: |
Hoo Wei Sern |
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Title: |
Executive Director, Chairman and
Chief Executive Officer (Principal executive officer) |
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Press Release issued by Megan Holdings Limited on May 14, 2026 (May 13, 2026, U.S. Eastern time) |
Exhibit 99.1
Megan Holdings Limited Announces Receipt of
Nasdaq Notification Regarding Minimum Bid Price Deficiency
Kuala Lumpur, Malaysia, May 14, 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 that it received a
notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) on May 12, 2026, indicating that the Company is not in compliance
with Nasdaq’s minimum bid price requirement.
Nasdaq Listing Rule 5550(a)(2) requires that listed
securities maintain a minimum bid price of $1.00 per share. The notification letter stated that the Company’s Class A ordinary shares,
par value US$0.0001 per share (the “Class A Ordinary Shares”), have failed to maintain this minimum bid price for the last
30 consecutive business days, from March 30, 2026 to May 11, 2026.
The notification does not immediately impact
the listing or trading of the Company’s Class A Ordinary Shares on Nasdaq. Under Nasdaq rules, the Company has been granted a
compliance period of 180 calendar days, or until November 9, 2026, to regain compliance. If, at any time during this period, the
closing bid price of the Company’s Class A Ordinary Shares is at least $1.00 per share for a minimum of ten consecutive
business days, Nasdaq will confirm compliance, and the matter will be resolved.
If the Company is unable to regain compliance
by November 9, 2026, it may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of
the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, which may include implementing a reverse stock split if necessary.
The Company is actively monitoring the bid price
of its Class A Ordinary Shares and is considering all available options to regain compliance with Nasdaq’s requirements. The Company
remains committed to delivering value to its shareholders and maintaining its listing on Nasdaq.
About Megan Holdings Limited
Megan Holdings Limited (the “Company”
or “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 assists 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. 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 Company’s ability to regain compliance with the Nasdaq minimum bid price requirement.
Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,”
“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may” or other similar
expressions. 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. The Company cautions investors that actual results may differ materially
from the anticipated results and encourages investors to read the risk factors contained in the Company’s reports filed with the
U.S. Securities and Exchange Commission before making any investment decisions regarding the Company’s securities. 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.
For investor and media inquiries, please contact:
Megan Holdings Limited
Investor Relations Department
Email: info@meganmezanin.com
