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
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 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 February 25, 2026, Megan Holdings Limited (the
“Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers
named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a reasonable best-efforts public
offering (the “Offering”), an aggregate of 20,750,000 Class A ordinary shares, par value US$0.0001 per share (the “Class
A Ordinary Shares”), at a public offering price of US$0.40 per share, for aggregate gross proceeds of US$8.3 million, before deducting
placement agent fees and other offering expenses. There was no minimum offering amount required as a condition to closing. The Offering
closed on February 27, 2026.
The Class A Ordinary Shares were offered pursuant
to a registration statement on Form F-1, as amended (File No. 333-292850) (the “Registration Statement”), which was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2026. The final prospectus relating to
the Offering was filed with the SEC on February 27, 2026.
D. Boral Capital LLC acted as the exclusive placement
agent (the “Placement Agent”) in the Offering pursuant to a placement agency agreement dated February 25, 2026 (the “Placement
Agency Agreement”). The Company paid the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the
Offering.
The Placement Agency Agreement contains customary
conditions to closing, representations and warranties of the Company, termination rights of the parties and indemnification obligations
of the Company. The Company also granted the Placement Agent certain tail financing rights for a period of twelve (12) months following
termination or expiration of the engagement, subject to the terms of the Placement Agency Agreement.
The Company intends to use the net proceeds from
the Offering primarily for business expansion, product development and general corporate purposes.
The foregoing descriptions of the Securities Purchase
Agreement and the Placement Agency Agreement do not purport to be complete and 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 hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.
On February 26, 2026, the Company issued a press
release regarding the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto.
On February 27, 2026, the Company issued a press
release regarding the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Placement Agency Agreement, dated February 25, 2026 by and between the Company and the Placement Agent |
| 10.2 |
|
Form of Securities Purchase Agreement by and between the Company and the Purchasers |
| 99.1 |
|
Press Release dated February 26, 2026 on Pricing of the Offering |
| 99.2 |
|
Press Release dated February 27, 2026 on Closing of the Offering |
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: February 27, 2026 |
Megan Holdings Limited |
| |
|
|
| |
By: |
/s/ Hoo Wei Sern |
| |
Name: |
Hoo Wei Sern |
| |
Title: |
Executive Chairman, Chief Executive Officer and Executive Director |
Exhibit 99.1
Megan
Holdings Limited Announces Pricing of $8.3 Million Follow-on Public Offering
Malaysia,
Kuala Lumpur, Feb. 26, 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 its follow-on offering (the “Offering”) of 20,750,000 Class A ordinary shares, par value US$0.0001
per share, at an offering price of US$0.40 per share.
The
Offering is being conducted on a reasonable best-efforts basis. D. Boral Capital LLC is acting as the exclusive placement agent for the
Offering. The Offering is expected to close on or about February 27, 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 US$8.3 million, assuming the sale of all of the securities 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
primarily to pursue business ventures and potential acquisitions, to support the development of new products including its Smart Farming
System, and for general working capital and corporate purposes.
The
securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-292850), as amended, previously
declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 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 D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, by telephone
at +1 (212) 970-5150, or by email at info@dboralcapital.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
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 assist 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 Company’s proposed 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 proposed 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 prospectus. 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 $8.3 Million Follow-on Public Offering
Malaysia, Kuala Lumpur, Feb. 27, 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 follow-on public offering (the “Offering”) of 20,750,000 Class
A ordinary shares, par value US$0.0001 per share, at a public offering price of US$0.40 per share.
Gross
proceeds to the Company, before deducting placement agent fees and other offering expenses, were US$8.3 million.
D.
Boral 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. Loeb & Loeb LLP acted as U.S. securities counsel to the placement agent.
The
securities described above were offered pursuant to a registration statement on Form F-1 (File No. 333-292850), as amended (the “Registration
Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 23,
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. Copies of the final prospectus may be obtained from D. Boral Capital LLC, 590 Madison Avenue,
39th Floor, New York, NY 10022, at +1 (212) 970-5150.
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 assist 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 Company’s proposed 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. 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 prospectus. 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
