UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ 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~~UNDER ~~month~~THE ofSECURITIES ~~February~~EXCHANGE ~~2026~~ACT OF 1934

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~~office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~INFORMATION CONTAINED~~EXPLANATORY ~~IN THIS FORM 6-K REPORT~~NOTE

~~Results~~On February 25, 2026, Megan Holdings Limited (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a reasonable best-efforts public offering (the “Offering”), an aggregate of ~~Extraordinary~~20,750,000 ~~General~~Class ~~Meeting~~A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”), at a public offering price of ~~Shareholders~~US$0.40 per share, for aggregate gross proceeds of US$8.3 million, before deducting placement agent fees and other offering expenses. There was no minimum offering amount required as a condition to closing. The Offering closed on February 27, 2026.

~~At the~~The ~~annual~~Class ~~general~~A ~~meeting~~Ordinary ofShares ~~shareholders~~were ~~(the~~offered ~~“Meeting”) of Megan Holdings Limited (the “Company”) convened~~pursuant atto ~~January~~a ~~27,~~registration ~~2026,~~statement aton ~~11:00~~Form ~~A.M.~~F-1, ~~local~~as ~~time~~amended (~~January~~File ~~26, 2026, at 10:00 P~~No.~~M.,~~ ~~Eastern Time~~333-292850), at(the ~~B-01-07,~~“Registration ~~Gateway Corporate Suites~~Statement”), ~~Gateway~~ ~~Kiaramas,~~which ~~No.~~was ~~1, Jalen Desa Kiara, 50480 Mont Kiara, Kuala Lumpur, Malaysia, the shareholders of the Company adopted resolutions~~declared ~~approving~~effective ~~all~~by of the ~~six proposals considered at the Meeting~~U.S. ASecurities ~~total~~and ofExchange ~~10,849,126~~Commission ~~votes, representing 66.76% of~~ (the ~~votes~~“SEC”) ~~exercisable, represented~~on byFebruary 1023,~~849,126~~ ~~ordinary shares, par value $0~~2026.~~0001~~ ~~per~~The ~~share~~final ofprospectus ~~the~~relating ~~Company, each of which is entitled~~ to ~~one (1) vote per~~ ~~share, as of January 2, 2026,~~ the ~~record~~Offering ~~date,~~was ~~were~~filed ~~present~~with ~~in person or by proxy at~~ the ~~Meeting.~~SEC ~~All matters voted~~ on atFebruary ~~the~~27, ~~meeting were approved~~2026. ~~The results of the votes were as follows:~~

1D. ~~Proposal~~Boral ~~One~~Capital –LLC ~~Appointment~~acted as the exclusive placement agent (the “Placement Agent”) in the Offering pursuant to a placement agency agreement dated February 25, 2026 (the “Placement Agency Agreement”). The Company paid the Placement Agent a cash fee equal to 7.0% of ~~SFAI~~the aggregate gross proceeds raised in the Offering.

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

The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, termination rights of the parties and indemnification obligations of the Company. The Company also granted the Placement Agent certain tail financing rights for a period of twelve (12) months following termination or expiration of the engagement, subject to the terms of the Placement Agency Agreement.

2.The ~~Proposal~~Company ~~Two~~intends –to ~~Adoption~~use ofthe ~~Dual~~net ~~Class~~proceeds ~~Structure~~from the Offering primarily for business expansion, product development and general corporate purposes.

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

The foregoing descriptions of the Securities Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement Agency Agreement and the form of Securities Purchase Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

3.On ~~Proposal~~February ~~Three~~26, –2026, ~~Change~~the Company issued a press release regarding the pricing of ~~Share~~the ~~Capital~~Offering. A copy of the press release is attached as Exhibit 99.1 hereto.

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

On February 27, 2026, the Company issued a press release regarding the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Placement Agency Agreement, dated February 25, 2026 by and between the Company and the Placement Agent
10.2		Form of Securities Purchase Agreement by and between the Company and the Purchasers
99.1		Press Release dated February 26, 2026 on Pricing of the Offering
99.2		Press Release dated February 27, 2026 on Closing of the Offering

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

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

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

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 27, 2026	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~~

Filing Compare · Megan Holdings Ltd.