Megan Holdings Ltd 6-K, filed Feb 2, 2026
Megan Holdings Ltd. (MGN)
About this 6-K
Megan Holdings Ltd filed this 6-K on February 2, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-42869
Megan Holdings Limited
(Translation of registrant’s name into English)
B-01-07,
Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Results of Extraordinary General Meeting of Shareholders
At the annual general meeting of shareholders (the “Meeting”) of Megan Holdings Limited (the “Company”) convened at January 27, 2026, at 11:00 A.M., local time (January 26, 2026, at 10:00 P.M., Eastern Time), at B-01-07, Gateway Corporate Suites, Gateway Kiaramas, No. 1, Jalen Desa Kiara, 50480 Mont Kiara, Kuala Lumpur, Malaysia, the shareholders of the Company adopted resolutions approving all of the six proposals considered at the Meeting. A total of 10,849,126 votes, representing 66.76% of the votes exercisable, represented by 10,849,126 ordinary shares, par value $0.0001 per share of the Company, each of which is entitled to one (1) vote per share, as of January 2, 2026, the record date, were present in person or by proxy at the Meeting. All matters voted on at the meeting were approved. The results of the votes were as follows:
| 1. | Proposal One – Appointment of SFAI |
| Resolution(s) | For | Against | Abstain | |||||||||
| Proposal One: by an ordinary resolution, to approve the appointment of SFAI MALAYSIA PLT as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2025. | 10,847,120 | 2,005 | 1 | |||||||||
| 2. | Proposal Two – Adoption of Dual Class Structure |
Resolution(s) | For | Against | Abstain | |||||||||
| Proposal Two: By an ordinary resolution, to approve the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending on June 30, 2026. | 10,846,238 | 2,873 | 15 | |||||||||
| 3. | Proposal Three – Change of Share Capital |
| Resolution(s) | For | Against | Abstain | |||||||||
| Proposal Three: by a special resolution, to change the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, comprising (a) 450,000,000 class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”) and (b) 50,000,000 class B ordinary shares of a par value of US$0.0001 each (the “Class B Ordinary Shares”). | 10,846,073 | 2,764 | 289 | |||||||||
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| 4. | Proposal Four – Share Redesignation |
| Resolution(s) | For | Against | Abstain | |||||||||
| Proposal four: by a special resolution, to redesignate the shares of the Company in the following manner (the “Share Redesignations”): (i) the 10,845,000 issued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company registered in the name of Star Sprite Limited be redesignated as 5,845,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A (as defined below); (ii) the remaining 5,405,000 issued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company registered in the names of various shareholders be redesignated as 5,405,000 Class A Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A; (iii) the 438,750,000 authorised but unissued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company be redesignated as 438,750,000 Class A Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A; and (iv) the 45,000,000 authorized but unissued ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company be redesignated as 45,000,000 Class B Ordinary Shares, having the rights and subject to the restrictions set out in the Second Amended and Restated M&A. | 10,846,335 | 2,764 | 27 | |||||||||
| 5. | Proposal Five – Adoption of the Second Amended and Restated M&A |
| Resolution(s) | For | Against | Abstain | |||||||||
| Proposal Five: by a special resolution, to approve that the second amended and restated memorandum and articles of association of the Company (the “Second Amended and Restated M&A”) be adopted in substitution for and to the exclusion of the amended and restated memorandum and articles of association of the Company currently in effect, to reflect, among others, the Adoption of Dual Class Share Structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares. | 10,846,335 | 2,764 | 27 | |||||||||
| 6. | Proposal Six – Adjournment |
| Resolution(s) | For | Against | Abstain | |||||||||
| Proposal Six: by an ordinary
resolution, to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One to Five. | 10,846,344 | 2,781 | 1 | |||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Megan Holdings Limited | ||
| By: | /s/ Hoo Wei Sern | |
| Name: | Hoo Wei Sern | |
| Title: | Executive Chairman, Chief Executive Officer and Executive Director | |
Date: February 2, 2026
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