Megan Holdings Ltd美股招股说明书(2025-09-26版)

Megan Holdings Limited 1,250,000 Ordinary Shares Thisis the initial publicofferingof1,250,000 ordinary shares,par valueUS$0.0001per share(the“Ordinary Shares”)of Megan Holdings Limited,a CaymanIslandsexempted company.This offering is being conducted on a firm commitmentbasis.The offering price of our Ordinary Shares in this offering is US$4.00 pershare.Prior to thisoffering,therehas been no public market for our OrdinaryShares. OurOrdinary Shares have been approved to trade on the Nasdaq Capital Market(“Nasdaq”) under the symbol “MGN”. Weare an“emerging growth company”and a“foreign private issuer,”eachasdefined under the U.S.federalsecurities laws,and,as such,areeligiblefor reduced public company reporting requirements for this andfuturefilings. Uponcompletion of this offering,our controlling shareholder,Mr.Darren Hoo,willbethe beneficial owner of an aggregate of 10,845,000 Ordinary Shares,which willrepresent 62.0% of the then total issued and outstanding Ordinary Shares (or 60.7% ofthethen total issued and outstanding Ordinary Shares if the underwriters exercisetheiroption to purchase additional Ordinary Shares in full).As a result,we willmeetthe definition of a“controlled company”under the corporate governancestandardsfor Nasdaq listed companies.As a“controlled company,”we will beeligible toutilize certain exemptions from the corporate governance requirements oftheNasdaq Stock Market.Although wedonot currently intend to rely on the“controlledcompany”exemptions under the Nasdaq listing rules,we could elect torelyon these exemptions in the event that we no longer qualify as a foreign privateissuer. Investingin our Ordinary Shares involves a high degree of risk.Beforebuyingany Ordinary Shares,you should carefully read the discussion of thematerialrisks of investing in our Ordinary Shares under the heading“RiskFactors”beginning on page 8 of this prospectus. (1)Wehave agreed to pay the underwriters a discount equal to 7%of the gross proceeds of theoffering.We have also agreed to pay to the underwriters 1%of the gross proceeds of theofferingfor non-accountable expenses and to reimburse certain accountable related to theoffering.For a description of the compensation to be received by the underwriters,see“Underwriting”. Wehave granted the underwriters an option exercisable within 45 days from the dateofthis prospectus to purchase up to an additional fifteen percent(15%)of theOrdinaryShares offered in this offering on the same terms solely to cover over-allotments, if any. NeithertheU.S.SecuritiesandExchangeCommissionnoranystatesecuritiescommission has approved or disapproved ofthesesecurities or determinedif this prospectus is truthful or complete.Any representationtothe contrary is a criminal offense. The underwriters expects to deliver the Ordinary Shares to purchasers against paymenttherefor on or about September29, 2025. D. Boral Capital Prospectus dated September25, 2025. TABLEOF CONTENTS Youshould rely only on the information contained in this prospectus.We have not,andthe underwriters have not,authorized anyone to provide you with informationdifferentfrom what is contained in this prospectus.If anyone provides you withdifferentor inconsistent information,you should not rely on it.We and theunderwritersare not,making an offer to sell securities in any jurisdiction wheretheoffer or sale is not permitted.The information contained in this prospectus isaccurateonly as of the date on the front of this prospectus,regardless of the timeof delivery of this prospectus or any sale of the securities. Our business, financialcondition, results of operations and prospects may have changed since that date. Forinvestors outside of the UnitedStates,neither we nor the underwriters havedoneanything that would permit this offering or possession or distribution of thisprospectusin any jurisdiction,other than the United States,where action for thatpurposeis required.Persons outside of the UnitedStateswho come into possessionofthis prospectus must inform themselves about,and observe any restrictionsrelatingto,the offering of our Ordinary Shares and the distribution of thisprospectus outside of the UnitedStates. Untiland includingOctober20,2025(the 25thdayafter the date of thisprospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or not participatingin this offering,may be required to deliver a prospectus.This is inadditionto the obligation of dealers to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions. ABOUTTHIS PROSPECTUS Neither we nor any of the underwriters have authorized anyone to provide you with anyinformation or to make any representations other than as contained in this prospectusorin any related free writing prospectus.Neither we nor the underwriters takeresponsibilityfor,andprovidenoassuranceaboutthereliabilityof,anyinformationthat others may give you.This prospectus is an offer to sell only thesecurities offered hereb