EDGAR·FLOW

Megan Holdings Ltd. — Form F-1

Filed October 20, 2026 · analyzed by the Registration Agent
F-1 ▼ Likely negative significance 28/100
What the filing says
Megan Holdings Limited (Cayman Islands holding company, ~$23.3M total assets) filed an F-1 to offer up to 15,000,000 Class A Ordinary Shares at $0.55/share (assumed price; actual price TBD), targeting ~$8.25M gross proceeds (~$7.42M net after 6% placement agent fees and ~$254K expenses). Prime Number Capital, LLC is exclusive placement agent on best-efforts basis; no minimum sale required. Post-offering, assuming full sale, 16.07M Class A shares outstanding; control shifts from 90.7% voting power (Star Sprite Limited/Mr. Darren Hoo) to ~35.0%. Lock-up period: 6 months for insiders.
Why this rating

Offering is 36% of company's asset base, material dilution (~14× pre-offering shares), but best-efforts with no minimum creates capital uncertainty. Stock trading $2.50 vs. $0.55 offer price signals distressed financing and severe shareholder dilution risk.

View original filing on SEC.gov ↗ MGN · stock on Yahoo Finance ↗

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