IPO - Megan Holdings Ltd.
Form Type: F-1/A
Filing Date: 2025-03-12
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025023016
Filing Summary: This document represents Amendment No. 9 to the Form F-1 registration statement for Megan Holdings Limited, filed with the SEC. The registration number is 333-281357. The purpose of this amendment is to file Exhibit 99.8 and to amend the exhibit index in Part II of the registration statement. The amendment does not change any previous disclosures related to the public offering prospectus but updates certain exhibits, including opinions regarding share validity and Malaysian tax matters. The registration statement is related to an initial public offering, with securities expected to commence public sale as soon as the registration statement becomes effective. The document confirms that Megan Holdings Limited meets the requirements necessary to file under Form F-1, as described in the SEC regulations. The signatures of key personnel, including the Executive Director, Chief Executive Officer, and Chief Financial Officer, indicate authorization and compliance with filing requirements.
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Additional details:
Exhibit No: 99.8
Description: Request for Waiver and Representation under Item 8.A.4 of Form 20-F
Exhibit No: 5.1
Description: Opinion of Forbes Hare regarding the validity of the ordinary shares being registered
Exhibit No: 8.1
Description: Opinion of Enolil Loo LLP regarding certain Malaysian tax matters
Exhibit No: 10.9
Description: Share Swap Agreement
Form Type: F-1/A
Filing Date: 2025-03-11
Corporate Action: Ipo
Type: New
Accession Number: 000121390025022691
Filing Summary: Megan Holdings Limited is conducting its initial public offering of 2,500,000 ordinary shares, valued between US$4.00 and US$6.00 per share, with the expectation of being listed on the Nasdaq Capital Market under the symbol "MGN". As an emerging growth company, Megan Holdings benefits from reduced public reporting requirements. The main shareholder, Mr. Darren Hoo, will own approximately 62.0% of the total outstanding shares post-offering. This IPO aims to monetize the growth in their aquaculture services, particularly in Malaysia, where they provide comprehensive development and maintenance of shrimp farms. The prospectus emphasizes the company's operational history, strengths in offering a complete suite of services, strong supplier and customer relationships, and an experienced management team. It also notes that no public market currently exists for their shares, and the offering is contingent upon meeting Nasdaq listing requirements.
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Additional details:
Ordinary Shares Offered: 2500000
Price Range Per Share: US$4.00 - US$6.00
Primary Business: aquaculture farm development and maintenance
Registrant Address: B-01-07, Gateway Corporate Suites, Gateway Kiaramas, No.1, Jalan Desa Kiara, 50480 Mont Kiara, Kuala Lumpur, Malaysia
Controlling Shareholder: Mr. Darren Hoo
Post Offering Control Percentage: 62.0%
Listing Symbol: MGN
Form Type: F-1/A
Filing Date: 2025-02-20
Corporate Action: Ipo
Type: New
Accession Number: 000121390025015569
Filing Summary: Megan Holdings Limited is conducting an initial public offering (IPO) to sell 2,500,000 ordinary shares with a price expected between US$4.00 and US$6.00 per share. This marks the first public offering of its shares as it seeks to establish a market presence after previously not having a public market for its Ordinary Shares. The application has been made to list the shares on the Nasdaq Capital Market under the symbol 'MGN'. There are anticipations that Mr. Darren Hoo, the controlling shareholder, will maintain a 62.0% ownership stake following the IPO. The offering proceeds are intended to support the business growth in the aquaculture sector, with an emphasis on cost-effective solutions and solid customer relationships developed since its inception. The document also outlines that since its establishment, the company has heavily engaged in upgrading aquaculture farms in Malaysia, presenting financial risks and highlighting corporate governance standards that it may benefit from as a controlled company. The company is classified as an emerging growth company and has confirmed it does not currently intend to utilize exemptions available to controlled companies under Nasdaq regulations.
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Additional details:
Approximate Date Of Public Sale: As soon as practicable after this Registration Statement becomes effective
Number Of Shares Offered: 2,500,000
Offering Price Range: US$4.00 - US$6.00
Underwriting Discount: 7% of the gross proceeds
Additional Shares Option: 15% of the Ordinary Shares offered for over-allotments
Form Type: F-1/A
Filing Date: 2025-02-05
Corporate Action: Ipo
Type: New
Accession Number: 000121390025010250
Filing Summary: Megan Holdings Limited is conducting its initial public offering (IPO) of 1,250,000 ordinary shares with a projected price range of $4.00 - $6.00 per share. This amendment to the registration statement is part of the process to list shares on the Nasdaq Capital Market under the symbol 'MGN.' The offering is anticipated to commence as soon as the registration statement becomes effective. The company, incorporated in the Cayman Islands, focuses on aquaculture farm services in Malaysia and is classified as an emerging growth company, benefiting from reduced reporting requirements. The share offering will lead to Mr. Darren Hoo owning approximately 66.7% of the issued shares following the IPO. No established trading market currently exists for the shares, and the IPO is critical for potential future trading. Risks associated with the investment in these ordinary shares have been detailed in the prospectus, highlighting the importance of thorough evaluation by potential investors.
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Additional details:
Initial Public Offering Price Range: 4.00-6.00
Ordinary Shares Offered: 1,250,000
Beneficial Owner: Darren Hoo
Ownership Percentage After Offering: 66.7%
Nasdaq Symbol: MGN
Underwriter Discount: 7%
Form Type: F-1/A
Filing Date: 2025-01-27
Corporate Action: Ipo
Type: New
Accession Number: 000121390025006908
Filing Summary: Megan Holdings Limited is conducting its initial public offering (IPO) of 1,250,000 ordinary shares, with a proposed offering price ranging from US$4.00 to US$6.00 per share. The company, incorporated as an exempted company in the Cayman Islands, has been operational since 2020, focusing on services related to aquaculture farms. The majority of revenue since inception has come from upgrading and maintenance works for aquaculture farms in Malaysia. Due to its current structure, Darren Hoo, the controlling shareholder, will retain significant ownership after the offering, characterizing the company as a controlled entity under Nasdaq standards. The offering will be facilitated by underwriters who will receive a 7% discount on gross proceeds. Megan Holdings has also applied for listing on the Nasdaq Capital Market under the symbol 'MGN'. This registration is an amendment to the previous filings and indicates that the IPO proceeds will be utilized for expansion and development in the aquaculture sector, with a detailed risk assessment provided. There has been no prior public market for the shares, which presents inherent risks for potential investors.
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Additional details:
Ordinary Shares: 1,250,000
Offering Price Range: US$4.00 to US$6.00
Controlling Shareholder: Darren Hoo
Ownership Post Offering: 66.7%
Underwriting Discount: 7%
Listing Symbol: MGN
Emerging Growth Company: true
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