Dual-class share shift and new M&A at Megan Holdings (MGN)

Rhea-AI Filing Summary

Megan Holdings Limited shareholders approved all six proposals at an annual general meeting held on January 27, 2026, with 10,849,126 votes cast, representing 66.76% of votes exercisable.

Investors approved two auditor appointments for fiscal years ending December 31, 2025 and June 30, 2026. They also adopted a dual-class share structure by splitting the existing 500,000,000 authorized ordinary shares into 450,000,000 Class A and 50,000,000 Class B shares, with related redesignation of issued and authorized shares.

The meeting further approved a second amended and restated memorandum and articles of association to embed the dual-class structure and its rights, and authorized potential adjournment of the meeting if additional proxy solicitation had been needed.

Positive

• None.

Negative

• Adoption of dual-class share structure concentrating control: Shareholders approved a shift from a single-class ordinary share structure to a dual-class system with Class A and Class B shares, formalized through a new memorandum and articles of association, which can concentrate voting power and reduce influence for some shareholders.

Insights

Corporate governance analyst

Megan Holdings shifts to a dual-class structure with strong shareholder support.

Megan Holdings Limited obtained clear approval to adopt a dual-class share structure, redesignate existing shares, and replace its governing documents. The resolutions passed with more than 10.8 million votes cast, representing 66.76% of exercisable votes, indicating solid turnout and support.

The authorized capital remains at US$50,000 divided into 500,000,000 shares, now split between 450,000,000 Class A and 50,000,000 Class B shares. Issued and authorized shares were carefully redesignated between the two classes, and a second amended and restated memorandum and articles of association now codifies the rights of each class.

Auditors were appointed for the fiscal years ending December 31, 2025 and June 30, 2026, and a contingency adjournment resolution also passed. Future disclosures in company filings may provide more detail on how Class A and Class B voting and economic rights operate in practice.

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 February 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of Extraordinary 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, Jalen 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 an ordinary resolution, to approve the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending on June 30, 2026.

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: February 2, 2026

3

FAQ

What did Megan Holdings (MGN) shareholders approve at the January 2026 meeting?

Shareholders approved all six proposals at the January 2026 meeting, including two auditor appointments, adoption of a dual-class share structure, redesignation of existing and authorized shares, and a second amended and restated memorandum and articles of association defining rights for Class A and Class B ordinary shares.

How many votes were represented at the Megan Holdings (MGN) January 2026 meeting?

A total of 10,849,126 votes were represented at the meeting, equal to 10,849,126 ordinary shares. This turnout represented 66.76% of the votes exercisable as of the January 2, 2026 record date, giving the meeting a solid quorum to approve all six proposals.

What dual-class share structure did Megan Holdings (MGN) adopt?

Megan Holdings kept its authorized capital at US$50,000 divided into 500,000,000 shares, but split them into 450,000,000 Class A and 50,000,000 Class B ordinary shares. Issued and authorized ordinary shares were redesignated into these two classes, with detailed rights set in new governing documents.

Which auditors were approved by Megan Holdings (MGN) shareholders?

Shareholders approved SFAI MALAYSIA PLT as independent registered public accounting firm for the fiscal year ending December 31, 2025. They also approved HTL International, LLC as independent registered public accounting firm for the fiscal year ending June 30, 2026, via separate ordinary resolutions.

What governance documents did Megan Holdings (MGN) change at the meeting?

Shareholders approved a second amended and restated memorandum and articles of association to replace the prior version. This updated document reflects the adoption of the dual-class share structure and sets out rights and privileges of Class A and Class B ordinary shares in the company’s capital.

Did Megan Holdings (MGN) approve a possible adjournment of the meeting?

Yes. Shareholders passed an ordinary resolution allowing the meeting to be adjourned to a later date, if necessary, to permit further solicitation and voting of proxies in connection with approval of Proposals One through Five, although all proposals were ultimately approved at the meeting.