F-1/A: Megan Holdings Amends F-1 Filing, Details Share Swap

Megan Holdings Limited filed Amendment No. 12 to its F-1 Registration Statement, primarily to refile an exhibit and update its exhibit index, while confirming its corporate reorganization.

Summary

• Amendment No. 12 to Form F-1 was filed on September 9, 2025, by Megan Holdings Limited (MHL).
• The primary purpose of this amendment is to refile Exhibit 23.1 (Consent of WWC, P.C.) and to amend and restate the exhibit index.
• No changes have been made to the prospectus, which remains as filed in Amendment No. 11 on August 1, 2025.
• Megan Holdings Limited, incorporated in the Cayman Islands, initially had a share capital of US$50,000.
• One Ordinary Share with a par value of US$0.0001 was initially issued to Mr. Darren Hoo, and subsequently transferred to SSL on May 15, 2023, for US$0.0001.
• On July 31, 2024, MHL completed a Share Swap Agreement to acquire 100% of the issued share capital of MMSB from its shareholders (SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama, and SJCC).
• The consideration for the MMSB acquisition was approximately USD 6,500,000.00, based on MMSB's net tangible assets as of December 31, 2023.
• This consideration was satisfied by the allotment and issuance of 14,999,999 Ordinary Shares in MHL to the MMSB shareholders.
• Following the Share Swap Agreement, MHL's issued share capital is now 15,000,000 Ordinary Shares, and MHL is the holding company of MMSB.
• Indemnification provisions for directors and officers are included in the company's M&A, subject to Cayman Islands law and SEC public policy regarding Securities Act liabilities.
• WWC, P.C., the independent registered public accounting firm, consented to the inclusion of their report dated July 17, 2025 (with specific notes dated August 1, 2025) for the consolidated financial statements covering the three-year period ended December 31, 2024.

Sentiment

Score: 6

Explanation: The filing is a procedural amendment in the ongoing IPO process, indicating progress towards a public offering but not providing new substantive operational or financial news. The corporate reorganization is complete, which is positive, but the delay in effectiveness is noted.

Positives

• The corporate reorganization, making Megan Holdings Limited the holding company of MMSB, has been completed, streamlining the corporate structure.
• Clear indemnification provisions for directors and officers are in place, offering protection against liabilities, provided actions are in good faith and without negligence, willful default, fraud, or dishonesty.
• The auditor, WWC, P.C., has provided consent for the inclusion of their report covering financial statements up to December 31, 2024, indicating readiness for the public offering process.

Negatives

• The SEC's opinion states that indemnification for liabilities arising under the Securities Act of 1933 is against public policy and therefore unenforceable, potentially increasing personal liability for directors and officers.
• The filing is an amendment, indicating the F-1 registration statement is not yet effective, and the proposed sale to the public has not commenced.

Risks

• Indemnification for liabilities arising under the Securities Act of 1933 may be deemed unenforceable by the SEC, potentially exposing directors and officers to greater personal liability.
• The registration statement is not yet effective, meaning the proposed public offering and sale of securities have not commenced, introducing uncertainty regarding the timing of the IPO.

Future Outlook

The company intends to commence the proposed sale to the public as soon as practicable after the Registration Statement becomes effective. It also undertakes to file post-effective amendments to include any financial statements required for any delayed or continuous offering.

Management Comments

• "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."
• "We have reasonable grounds to believe that it meets all of the requirements for filing on Form F-1."

Industry Context

NA

Management Changes

Corporate Governance

Related Party Transactions

• Initial issuance of 1 Ordinary Share to Mr. Darren Hoo, who is also the Executive Director, Chairman, and Chief Executive Officer.
• Transfer of the 1 Ordinary Share from Mr. Darren Hoo to SSL, which is a shareholder in MMSB and now MHL.
• Share Swap Agreement with the shareholders of MMSB (SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama, and SJCC), who are now collectively the shareholders of MHL. This transaction involved the acquisition of MMSB by MHL and the issuance of MHL shares to these parties.

Stakeholder Impact

• **Shareholders**: Existing shareholders of MMSB (SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama, SJCC) have become shareholders of Megan Holdings Limited, the new holding company. Potential new shareholders will have the opportunity to invest once the registration statement becomes effective.
• **Directors and Officers**: Indemnification provisions offer protection against certain liabilities, though this is limited by SEC policy regarding Securities Act liabilities, potentially increasing personal risk.
• **Regulatory Bodies**: The filing demonstrates ongoing compliance with SEC requirements for a public offering, including auditor consent and corporate governance disclosures.

Next Steps

• Filing of further amendments to declare the registration statement effective.
• Commencement of proposed sale to the public after the registration statement becomes effective.
• Filing of post-effective amendments to include financial statements for any delayed or continuous offering.

Key Dates

Keywords

Megan Holdings Limited, F-1/A, SEC filing, Registration Statement, Share Swap Agreement, MMSB acquisition, Corporate Reorganization, IPO, Cayman Islands, Securities Act, Indemnification, WWC P.C.