Megan Holdings Ltd F-1/A, filed Mar 12, 2025
Megan Holdings Ltd. (MGN)
As filed with the Securities and Exchange Commission on March 12, 2025.
Registration No. 333-281357
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 9 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEGAN HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Cayman Islands |
0273 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(IRS. Employer |
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
+60 3 6420 1071
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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With a Copy to: |
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William S. Rosenstadt, Esq. |
Angela Dowd, Esq. |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 9 to Form F-1 (Amendment No. 9) is being filed solely for the purpose of filing Exhibit 99.8, to this registration statement on Form F-1 (File No. 333-281357), or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 9 does not contain copies of the public offering prospectus included in the Registration Statement, which remains unchanged from Amendment No. 8 to the Registration Statement filed on March 11, 2025. This Amendment No. 9 consists only of the cover page, this explanatory note, the signature pages to the Registration Statement, the exhibit index and the filed exhibit.
EXHIBIT INDEX
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† Previously filed
* Filed herewith
II-1
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malaysia, on March 12, 2025.
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MEGAN HOLDINGS LIMITED |
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By: |
/s/ Hoo Wei Sern |
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Name: |
Hoo Wei Sern |
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Title: |
Executive Director, Chairman and |
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By: |
/s/ Kai Tie Ng |
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Name: |
Kai Tie Ng |
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Title: |
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Date: |
March 12, 2025 |
/s/ Darren Hoo |
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Darren Hoo Executive Director, Chairman and |
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Date: |
March 12, 2025 |
/s/ Kai Tie Ng |
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Kai Tie Ng |
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Chief Financial Officer |
II-2
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, New York, United States of America on March 12, 2025.
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AUTHORIZED U.S. REPRESENTATIVE |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
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II-3
Exhibit 99.8
March 12, 2025
Via Edgar Correspondence
Division of Corporation Finance
Office of Industrial Applications and Services
U.S. Securities and Exchange Commission
Washington, DC 20549
Attn: Ms. Kristin Lochhead
| Re: |
Megan Holdings Limited Registration Statement on Form F-1 (File No. 333- 281357) |
| Request for Waiver and Representation under Item 8.A.4 of Form 20-F |
Dear Ms. Lochhead:
The undersigned, Megan Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1, as amended, initially filed on August 8, 2024 (the “Registration Statement”), relating to a proposed initial public offering and listing of the Company’s ordinary shares in the United States.
The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as of December 31, 2023, 2022, and 2021 and for each of the three fiscal years ended December 31, 2023, 2022 and 2021.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this waiver request, the Company represents to the Commission that:
| 1. | The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period. |
| 2. | Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. |
| 3. | The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2024 will be available until April 30, 2025. |
| 4. | In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering. |
The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
| Sincerely, | |
| /s/ Darren Hoo | |
| Darren Hoo | |
| Executive Director, Chairman and Chief Executive Officer |