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Megan Holdings Limited has received a notice from Nasdaq that its Class A ordinary shares no longer meet the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2). The shares traded below this level for 30 consecutive business days from March 30 to May 11, 2026. The notice does not immediately affect trading, and Megan has 180 calendar days, until November 9, 2026, to regain compliance. If the closing bid price reaches at least $1.00 for ten consecutive business days within this period, the company will be deemed back in compliance. If it fails to do so, Megan may seek a second compliance period, which could involve measures such as a reverse stock split, provided it meets other Nasdaq Capital Market standards. The company states it is monitoring its share price and evaluating options to maintain its Nasdaq listing.
Megan Holdings Ltd. director Phua Zhi Yong has filed an initial Form 3, which identifies him as a director and reporting person for the company’s shares. The excerpt shows no reported transactions, no share acquisitions or dispositions, and no listed derivative positions at this time.
Megan Holdings Ltd. CEO and director Hoo Wei Sern filed an initial ownership report showing indirect holdings in both classes of the company’s shares. The filing reports 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares held indirectly through a holding company structure.
Megan Holdings Limited completed a follow-on public offering of 20,750,000 Class A ordinary shares at US$0.40 per share, raising US$8.3 million in gross proceeds before fees and expenses. The offering was conducted on a reasonable best-efforts basis with no minimum amount required to close.
D. Boral Capital LLC acted as exclusive placement agent and received a cash fee equal to 7.0% of the aggregate gross proceeds. Megan plans to use the net proceeds mainly for business expansion, potential acquisitions, development of new products including its Smart Farming System, and general working capital and corporate purposes.
Megan Holdings Limited is offering 20,750,000 Class A Ordinary Shares at US$0.40 per share in a reasonable best-efforts primary offering. The offering price produces a public offering amount of $8,300,000 and estimated proceeds to the company of $7,719,000 before expenses, with placement agent fees equal to 7.0% of gross proceeds.
The placement agent is D. Boral Capital Markets LLC and delivery is expected on or about February 27, 2026. Shares outstanding will increase from 11,250,000 Class A Ordinary Shares before this offering to 32,000,000 Class A Ordinary Shares after this offering. Upon completion, controlling shareholder Mr. Darren Hoo will hold 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing 90.73% voting power due to Class B Shares carrying fifty votes each. Net proceeds are earmarked for product development (including the Smart Farming System), business ventures, acquisitions, and working capital.
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.