Megan Holdings appoints Phua Zhi Yong as audit committee head

Rhea-AI Filing Summary

Megan Holdings Limited announced a board change, with independent director Long Jia Kwang resigning effective October 31, 2025, citing personal commitments and no disagreements with the company’s operations, policies or practices. On November 21, 2025, the board appointed Phua Zhi Yong (Jason) as an independent director, chairman of the audit committee, and member of the nominating and compensation committees.

Mr. Phua, age 38, is a Chartered Accountant (Singapore) with over a decade of experience in financial management, compliance, corporate governance and public company reporting, including serving as CFO of YY Group Holding Limited and leading its U.S. Nasdaq listing. The company considers him an “audit committee financial expert” and formalized his role through a director offer letter effective November 21, 2025.

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 November 2025

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 ☐

On October 29, 2025, Mr. Long Jia Kwang notified Megan Holdings Limited (the “Company”) of his resignation as an independent director, chairman of the audit committee and member of the nominating and compensation committees, effective October 31, 2025. His resignation was due to personal commitments and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 21, 2025, the board of directors of the Company approved the appointment of Mr. Phua Zhi Yong (Jason) as an independent director, chairman of the audit committee, and member of the nominating and compensation committees, effective November 21, 2025.

Mr. Phua, age 38, is a Chartered Accountant (Singapore) and a seasoned finance and accounting professional with over a decade of experience in financial management, compliance, corporate governance and public company reporting. Since 2019, he has served as the Chief Financial Officer of YY Group Holding Limited, where he has been responsible for financial operations, regulatory compliance, cash flow management, corporate governance oversight, and strategic initiatives, including mergers and acquisitions and investor relations activities. In that role, he led the company through its successful U.S. Nasdaq listing on April 22, 2024 and continues to oversee ongoing U.S. reporting and compliance obligations. Prior to joining YY Group, Mr. Phua served as Finance Manager at NCS Pte Ltd from 2017 to 2019, where he oversaw project financial governance and revenue recognition compliance, and previously held accounting roles at Rig Resources AP Pte Ltd and United Engineers Limited, where his responsibilities included ERP implementation, financial reporting, internal controls, audit coordination and overseas project support. Mr. Phua holds a Bachelor of Science in Banking and Finance from the University of London (Singapore Institute of Management) and is a member of Chartered Accountants Singapore (CA Singapore).

The Company believes that Mr. Phua’s extensive experience in financial reporting, internal controls, U.S. public company compliance and corporate governance qualifies him as an “audit committee financial expert” and he is qualified to serve as an independent director and as chairman of the audit committee. Mr. Phua does not have any family relationship with any director or executive officer of the Company.

In connection with Mr. Phua’s appointment, the Company entered into a director offer letter with Mr. Phua, effective November 21, 2025, a copy of which is filed as Exhibit 10.1 to this Report on Form 6-K.

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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: November 21, 2025

	Megan Holdings Limited
	By:	/s/ Hoo Wei Sern
	Name:	Hoo Wei Sern
	Title:	Executive Director, Chairman and Chief Executive Officer (Principal executive officer)

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Director Offer Letter between the Company and Mr. Phua Zhi Yong (Jason)

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FAQ

What did Megan Holdings Limited (MGN) announce in this Form 6-K?

Megan Holdings Limited reported the resignation of independent director Long Jia Kwang and the appointment of Phua Zhi Yong (Jason) as an independent director, chairman of the audit committee, and member of the nominating and compensation committees.

Why did Long Jia Kwang resign from Megan Holdings Limited (MGN)?

Long Jia Kwang resigned as an independent director, chairman of the audit committee, and member of the nominating and compensation committees due to personal commitments, and his resignation was not the result of any disagreement with the company’s operations, policies, or practices.

Who is the new independent director and audit committee chair at Megan Holdings Limited (MGN)?

The board appointed Phua Zhi Yong (Jason) as an independent director, chairman of the audit committee, and member of the nominating and compensation committees, effective November 21, 2025.

What relevant experience does Phua Zhi Yong (Jason) bring to Megan Holdings Limited (MGN)?

Mr. Phua is a Chartered Accountant (Singapore) with over a decade of experience in financial management, compliance, corporate governance and public company reporting. He has served as CFO of YY Group Holding Limited since 2019, leading its successful U.S. Nasdaq listing on April 22, 2024 and overseeing ongoing U.S. reporting and compliance.

Why is Phua Zhi Yong (Jason) considered an audit committee financial expert at Megan Holdings Limited (MGN)?

The company believes Mr. Phua’s extensive background in financial reporting, internal controls, U.S. public company compliance and corporate governance qualifies him as an “audit committee financial expert” and supports his role as independent director and chairman of the audit committee.

Does Phua Zhi Yong (Jason) have any family relationships with Megan Holdings Limited (MGN) directors or executives?

Mr. Phua does not have any family relationship with any director or executive officer of Megan Holdings Limited, supporting his status as an independent director.

Was Phua Zhi Yong’s appointment at Megan Holdings Limited (MGN) documented in a formal agreement?

Yes. Megan Holdings Limited entered into a director offer letter with Mr. Phua, effective November 21, 2025, which is filed as Exhibit 10.1 to this Form 6-K.