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 October 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 office)
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 October 28, 2026, Megan Holdings Limited (the
“Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several investors
named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a reasonable best efforts public
offering (the “Offering”), a total of 15,000,000 Class A ordinary shares, par value $0.003 per share (the “Class A Ordinary
Shares”), at the price of $0.50 per Class A Ordinary Share for gross proceeds of approximately $7,500,000. The Securities Purchase
Agreement grants the Purchasers, for a period of six (6) months following the closing, a right to participate in an aggregate of up to
thirty percent (30%) of the securities offered in certain subsequent capital markets financings of the Company. The Securities Purchase
Agreement also contains customary representations, warranties and agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties. The Offering closed on October 29, 2026.
The Class A Ordinary Shares were offered pursuant
to a registration statement on Form F-1, as amended (Registration No. 333-299548, the “Form F-1”), originally filed with the
U.S. Securities and Exchange Commission (the “SEC”) on October 20, 2026 and declared effective on October 27, 2026. The final
prospectus was filed with the SEC on October 29, 2026.
Prime Number Capital, LLC acted as the exclusive
placement agent (the “Placement Agent”) in the Offering pursuant to a placement agency agreement, dated October 28, 2026,
by and between the Company and the Placement Agent (the “Placement Agency Agreement”). The Company agreed to pay the Placement
Agent a cash fee equal to 6.0% of the aggregate gross proceeds raised in the Offering, together with a non-accountable expense allowance
equal to 1.0% of the gross proceeds received by the Company from the Offering. The Company also agreed to reimburse the Placement Agent
for certain out-of-pocket expenses, including the Placement Agent’s travel and due diligence expenses and the legal fees of the
Placement Agent’s counsel, in an aggregate amount of up to $100,000. The Company also agreed to grant the Placement Agent an irrevocable
right of first refusal, for a period of six (6) months following the closing of the Offering, to act as lead book-running manager, lead
placement agent or lead financial advisor, as applicable, with respect to at least eighty percent (80%) of the economics for any public
or private offering of equity, equity-linked or debt securities, or any other financing or capital-raising transaction by the Company
or any of its subsidiaries, subject to certain exceptions, and a tail fee equal to the cash placement fee on gross proceeds received from
investors introduced by the Placement Agent in any financing consummated within six (6) months after the termination or expiration of
the engagement. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company,
and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.
Pursuant to the Placement Agency Agreement, the
Company agreed that, for a period of six (6) months following the closing of the Offering, it will not issue, offer, sell, contract to
sell, grant any option to purchase or otherwise dispose of any Class A Ordinary Shares or any securities convertible into, exercisable
for or exchangeable for Class A Ordinary Shares, other than securities issued pursuant to a registration statement on Form S-8 or a shelf
registration statement on Form F-3 with the prior written consent of the Placement Agent, and will not enter into or consummate any financing
or capital-raising transaction, including any equity line of credit, equity-linked financing or variable rate transaction, without the
prior written consent of the Placement Agent. In addition, each of the Company’s officers and directors and certain holders of the
Company’s share capital entered into lock-up agreements pursuant to which they agreed, subject to customary exceptions, not to offer,
sell, pledge or otherwise transfer or dispose of any Class A Ordinary Shares or any securities convertible into, exercisable for or exchangeable
for Class A Ordinary Shares for a period of 180 days following the closing of the Offering.
The Company intends to use the net proceeds of
the Offering approximately as follows: 60% for business ventures and acquisitions and 40% for general working capital.
The foregoing descriptions of the Placement Agency
Agreement and the Securities Purchase Agreement are qualified in their entirety by reference to the full text of the Placement Agency
Agreement and the form of Securities Purchase Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Report
of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein in their entirety by reference.
On October 28, 2026, the Company issued a press
release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto. On October 29, 2026, the Company
issued a press release announcing the closing of the Offering, a copy of which is furnished as Exhibit 99.2 hereto.
This Report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company’s future activities, future events or conditions. These statements
are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements
due to numerous factors, including those risks discussed in the Form F-1, and in other documents the Company files from time to time with
the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Placement Agency Agreement, dated October 28, 2026, by and between the Company and Prime Number Capital, LLC |
| 10.2 |
|
Form of Securities Purchase Agreement, dated October 28, 2026, by and between the Company and the purchasers named therein |
| 99.1 |
|
Pricing Press Release, dated October 28, 2026 |
| 99.2 |
|
Closing Press Release, dated October 29, 2026 |
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 |
|
| |
|
| Date: October 30, 2026 |
|
| |
|
| By: |
/s/ Hoo Wei Sern |
|
| Name: |
Hoo Wei Sern |
|
| Title: |
Executive Director, Chairman and Chief Executive Officer |
|
Exhibit 99.1
Megan Holdings Limited Announces Pricing of Up to $7.5 Million Follow-on
Public Offering
Malaysia, Kuala Lumpur, Oct. 28, 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 the pricing of a follow-on public offering (the
“Offering”) of up to 15,000,000 Class A ordinary shares, par value US$0.003 per share (the “Class A Ordinary Shares”),
at a public offering price of US$0.5 per share.
The Offering is being conducted on a reasonable best-efforts basis.
Prime Number Capital, LLC is acting as the exclusive placement agent for the Offering. The Offering is expected to close on or about October
29, 2026, subject to the satisfaction of customary closing conditions. There is no minimum offering amount required as a condition to
closing.
The Company expects to receive aggregate gross proceeds of up to approximately
US$7.5 million, assuming the sale of all of the Class A Ordinary Shares offered, before deducting placement agent fees and other offering
expenses payable by the Company. The Company intends to use the net proceeds from the Offering for the development of new products (including
its Smart Farming System), business ventures and acquisitions and for general working capital.
The Class A Ordinary Shares described above are
being offered pursuant to a registration statement on Form F-1 (File No. 333-299548), as amended, declared effective by the U.S. Securities
and Exchange Commission (the “SEC”) on October 27, 2026. The Offering is being made only by means of a prospectus forming
part of the effective registration statement. A final prospectus relating to the Offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus may also be obtained, when available, from Prime
Number Capital, LLC, 12 East 49th Street, 27th Floor, New York, NY 10017, by telephone at +1 (347) 329-1575, or by email at info@pncps.com.
Before you invest, you should read the prospectus and other documents
the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute
an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or
sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation
or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction.
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,
including, but not limited to, statements regarding the Offering. 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 expectation that the
Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe”,
“plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”,
“aim” and “anticipate” or other similar expressions in this announcement. 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. 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, and the Company cautions investors
that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect
its future results in its registration statement on Form F-1 and other filings with the SEC.
For media inquiries, please contact:
Megan Holdings Limited
Investor Relations Department
Email: info@meganmezanin.com
Exhibit 99.2
Megan Holdings Limited Announces Closing
of $7.5 Million Follow-on Public Offering
Malaysia, Kuala Lumpur, Oct. 29, 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 the closing of its reasonable
best efforts follow-on public offering (the “Offering”) of 15,000,000 Class A ordinary shares, par value US$0.003 per share,
at a public offering price of US$0.50 per share.
Gross proceeds to the Company, before deducting
placement agent fees and other offering expenses, were approximately US$7.5 million. The Company intends to use the net proceeds from
the Offering for, business ventures and acquisitions and general working capital.
Prime Number Capital, LLC acted as the exclusive
placement agent in connection with the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company. Ye & Associates,
P.C. acted as U.S. securities counsel to the placement agent, Prime Number Capital, LLC.
The securities described above were offered
pursuant to a registration statement on Form F-1 (File No. 333-299548), as amended (the “Registration Statement”), which
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 27, 2026. The Offering was made
only by means of a prospectus forming part of the Registration Statement. A final prospectus relating to the Offering has been filed
with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus may be obtained from Prime Number
Capital, LLC, 12 East 49th Street, 27th Floor, New York, NY 10017, by telephone at +1 (347) 329-1575 or by email at info@pncps.com.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
About Megan Holdings Limited
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, including, but not limited to, the expected use of proceeds from the Offering. 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 expected use of proceeds from the Offering. Investors can find many (but not all) of these statements by the use of words such as
“believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”,
“will”, “aim” and “anticipate” or other similar expressions in this announcement. 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. 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, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results in its registration statement on Form F-1 and other filings with the SEC.
For media inquiries, please contact:
Megan Holdings Limited
Investor Relations
Department
Email: info@meganmezanin.com
