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Megan Holdings Limited has filed an amended F-1 to offer up to 20,750,000 Class A Ordinary Shares, or pre-funded warrants in lieu of shares, plus 20,750,000 Class A shares underlying those warrants, in a primary reasonable best-efforts offering.
The assumed price is US$0.40 per Class A share and US$0.3999 per pre-funded warrant, with each warrant exercisable for one share at US$0.0001. There is no minimum offering amount, no escrow of investor funds, and the placement agent is engaged on a reasonable best-efforts basis.
The company develops, constructs and maintains aquaculture farms in Malaysia and plans to use proceeds for new products including its Smart Farming System, business ventures, acquisitions and working capital. After the deal, total Class A shares would rise from 11,250,000 to 32,000,000, and the dual-class structure will leave CEO Darren Hoo with 90.73% of voting power, making Megan a controlled company under Nasdaq rules.
Megan Holdings Limited filed an amended Form 6-K to update a prior February 2026 report. The amendment’s sole purpose is to add the company’s Second Amended and Restated Memorandum and Articles of Association as an exhibit to that earlier filing.
All other information in the original Form 6-K remains unchanged.
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.
Megan Holdings Limited, a Cayman Islands holding company with operating subsidiaries in Malaysia, has filed a Form F-1 to sell additional ordinary shares in a primary, reasonable best-efforts offering. The shares will be sold through placement agent D. Boral Capital Markets LLC without a minimum raise, no escrow and a single expected closing after effectiveness.
The company designs, builds and maintains aquaculture and agriculture projects, with revenue heavily concentrated in Malaysian shrimp farms and a small number of key customers and suppliers. Megan completed a Nasdaq IPO in 2025 and qualifies as both an emerging growth company and a foreign private issuer, which allows reduced U.S. reporting.
Planned use of proceeds includes developing new products such as its Smart Farming System, pursuing new business ventures and acquisitions, and funding general working capital. The prospectus highlights significant risks, including customer and country concentration, reliance on subcontractors, early-stage operating history, potential dilution from this offering, and the complexities of enforcing shareholder rights under Cayman Islands law.
Megan Holdings Limited reports sharply lower results for the six months ended June 30, 2025 as large development projects wound down. Revenue fell from MYR29.3 million to MYR13.9 million (about US$3.3 million), with nearly all 2025 revenue coming from upgrading existing aquaculture and agriculture farms rather than developing new ones.
Gross profit declined from MYR5.1 million to MYR2.3 million and net income decreased from MYR2.7 million to MYR1.9 million (US$0.45 million), while gross margin slipped slightly from 17.3% to 16.6%. Operating cash flow dropped to MYR0.8 million from MYR10.2 million as accounts receivable were collected and redeployed into advances to subcontractors. As of June 30, 2025, the company held MYR97.3 million in current assets, MYR64.1 million in current liabilities and working capital of MYR33.2 million.
Megan Holdings Limited has called an annual general meeting on January 27, 2026 to seek shareholder approval for several governance and capital structure changes. Shareholders will vote on appointing SFAI MALAYSIA PLT as independent auditor for the year ending December 31, 2025.
The company is asking to adopt a dual‑class share structure, splitting its authorized capital of US$50,000 into 500,000,000 ordinary shares comprising 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, each with a par value of US$0.0001. Each Class A share would carry one vote and each Class B share fifty votes.
Existing issued shares will be redesignated so that Star Sprite Limited’s 10,845,000 ordinary shares become 5,845,000 Class A shares and 5,000,000 Class B shares, and all other issued and authorized but unissued ordinary shares become Class A or Class B as described. A new second amended and restated memorandum and articles of association would formalize these rights. Star Sprite Limited currently holds over 66% of issued and outstanding ordinary shares and is 100% controlled by executive director, chairman and CEO Hoo Wei Sern; approval of Proposal Five would grant him voting control of the company.
Megan Holdings Limited has changed its independent registered public accounting firm. Effective December 15, 2025, the company dismissed WWC, P.C. as auditor, a move approved and ratified by both the Board of Directors and the Audit Committee.
WWC’s reports on Megan Holdings’ consolidated financial statements for the years ended December 31, 2023 and 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles. On the same date, the Board and Audit Committee approved the engagement of SFAI MALAYSIA PLT as the new independent registered public accounting firm to audit and review the company’s consolidated financial statements.
Megan Holdings also requested a letter from WWC addressed to the U.S. Securities and Exchange Commission regarding these disclosures, which is included as an exhibit.
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.