Megan Holdings Limited filed a Form 6-K on October 30, 2026, disclosing the pricing and closing of a public offering of 15,000,000 Class A ordinary shares that raised approximately $7,500,000 in gross proceeds.

Key Highlights

  • Offering size: 15,000,000 Class A ordinary shares sold at $0.50 per share, generating approximately $7,500,000 in gross proceeds.
  • Closing date: The offering closed on October 29, 2026, one day after the securities purchase agreement was signed on October 28, 2026.
  • Placement agent fees: Prime Number Capital, LLC received a cash fee of 6.0% of aggregate gross proceeds plus a non-accountable expense allowance of 1.0% of gross proceeds, with reimbursable out-of-pocket expenses capped at $100,000.
  • Proceeds allocation: The company disclosed it intends to use approximately 60% of net proceeds for business ventures and acquisitions and 40% for general working capital.
  • Lock-up period: Officers, directors, and certain shareholders agreed not to transfer or dispose of Class A ordinary shares for 180 days following the closing.
  • Purchaser participation right: Purchasers were granted the right to participate in up to 30% of securities offered in certain subsequent capital markets financings for six months following the closing.
  • Registration basis: Shares were offered under a Form F-1 registration statement (Registration No. 333-299548), declared effective on October 27, 2026.

Megan Holdings Completes Reasonable Best Efforts Offering, Names Prime Number Capital as Placement Agent

According to the Form 6-K filed by Megan Holdings Limited (NASDAQ:MGN) on October 30, 2026, the company entered into a securities purchase agreement on October 28, 2026, with several investors to sell 15,000,000 Class A ordinary shares at a par value of $0.003 per share and an offering price of $0.50 per share. The transaction was structured as a "reasonable best efforts public offering," and the offering closed on October 29, 2026, the filing states.

Prime Number Capital, LLC served as the exclusive placement agent under a placement agency agreement dated October 28, 2026. The company agreed to pay the placement agent a cash fee equal to 6.0% of aggregate gross proceeds and a non-accountable expense allowance equal to 1.0% of gross proceeds, with reimbursable expenses up to $100,000. The company also agreed to grant the placement agent an irrevocable right of first refusal, for six months following the closing, to act as lead book-running manager, lead placement agent, or lead financial advisor for at least 80% of the economics on future equity, equity-linked, or debt offerings, subject to certain exceptions, as disclosed in the filing.

The filing also notes that, for six months following the closing, the company agreed not to issue, offer, or sell Class A ordinary shares or related securities without the prior written consent of the placement agent, with limited exceptions. The shares were registered under Form F-1 (Registration No. 333-299548), originally filed with the SEC on October 20, 2026, and declared effective on October 27, 2026. The final prospectus was filed with the SEC on October 29, 2026. The report was signed by Hoo Wei Sern, Executive Director, Chairman and Chief Executive Officer.

What Was Disclosed

Megan Holdings Limited disclosed the pricing, terms, and closing of a 15,000,000-share public offering at $0.50 per share for approximately $7,500,000 in gross proceeds, along with placement agent compensation terms, lock-up agreements, purchaser participation rights, and intended use of net proceeds.