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December 11, 2023
Darren Hoo
Principal Executive Officer
Megan Holdings Ltd.
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
Re:Megan Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted November 14, 2023
CIK No. 0001995075
Dear Darren Hoo:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted November 14, 2023
Presentation of Financial Information, Financial Information in U.S. Dollars, page iii
1.Please reconcile the statements here and on page 13 that your reporting currency is the
U.S. Dollar with the statements on pages 34 and F-10 that the financial statements are
presented in the Malaysia Ringgit (“MYR”), which is the reporting currency of the
Company.
Implications of Our Being a "Controlled Company", page 2
2.We note your disclosure that you will remain a "controlled company" within the meaning
of the Nasdaq rules, and therefore you will be eligible for certain exemptions from listing

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requirements. Please briefly describe or provide a cross reference to a description of the
exemptions upon which you intend to rely.
Prospectus Summary, page 2
3.We note your disclosure regarding the reorganization and Share Swap Agreement. Please
revise your prospectus summary to clarify the purpose of the reorganization and to
describe the material provisions of the Share Swap Agreement. Please also file the
agreement as an exhibit, or provide your analysis as to why you believe the agreement is
not required to be filed. Refer to Item 601 of Regulation S-K.
4.We note your disclosure regarding your forthcoming "Smart Farming System." Please
briefly describe the system in your Prospectus Summary.
Transfers of Cash to and from Our Subsidiary, page 2
5.We note your disclosure that there are no restrictions on dividends transfers from
Malaysia to the Cayman Islands. Please revise your disclosure here to clarify, as you do in
your risk factor on page 9, the circumstances under which your subsidiary may be
restricted from transferring cash to you.
Risk Factors, page 8
6.Please provide additional risk factor disclosure regarding your operations in Malaysia. For
example, discuss in further detail any risks, including but not limited to geopolitical,
economic, environmental, and other risks, that are particular to operating a business in
Malaysia.
7.We note your disclosure on page 49 that the company is subject to concentrations of credit
risk primarily from its contracts receivable. Please revise your risk factor disclosure to
include a discussion of the relevant risks related to this concentration of credit risk. In
addition, it appears from your disclosures on page 49 that you are dependent upon two
suppliers. Please revise your risk factors to include disclosure describing the risks related
to this concentration of suppliers.
We will need to grow the size . . ., page 9
8.We note your disclosure that you rely and will continue to rely on certain third parties for
certain services. Please briefly describe the relevant services you outsource to third
parties.
We may not be able to successfully implement our business strategies and future plans., page 11
9.We note your disclosure here and throughout the filing that you intend to expand your
operations through strengthening your market share in Southeast Asia and considering
joint ventures. Please disclose the timing for your relevant expansion plans, including
your expansion into international markets, such as Indonesia. In addition, please disclose

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whether you have identified any joint ventures and the status of any negotiations related to
the same, if applicable.
Management's Discussion And Analysis Of Financial Conditions And Results Of Operations
We are dependent on a small number of key customers for continued sale of our services., page
33
10.We note your disclosure that in fiscal 2022, your top four customers accounted for
approximately 85% of your revenue. Please disclose whether you expect this customer
concentration trend to continue in future financial periods. As a related matter, please
amend your disclosure to clarify whether you expect to generate recurring revenue from
existing customers in future financial periods, or whether your business is dependent upon
obtaining new customers and new projects.
Results of Operations, Comparison of Year Ended December 31, 2021 and 2022, page 44
11.We note a 51.2% increase in revenue from the upgrading of aquaculture and agriculture
farms from 2021 to 2022. Please revise your discussion to provide greater insight and
analysis regarding the increase in revenue. As part of your revised disclosure, address
the number of projects in progress and their various stages of completion for each period.
Refer to Item 5.A. of Form 20-F.
General and administrative expenses, page 46
12.We note your disclosure that the decrease in general and administrative expenses for the
year ended December 31, 2021 compared to the year ended December 31, 2022 was
mainly due to a significant decrease in tax penalties and professional fees, offset by an
increase in investment charges. Here and elsewhere where you list multiple factors
underlying changes in line items, please quantify the contribution of each factor to the
change in line item. See Item 5.A. of Form 20-F.
Liquidity and Capital Resources, page 47
13.Please disclose whether your working capital is sufficient for your present requirements,
or, if not, how you propose to provide the additional working capital needed. Refer to
Item 5.B.1.(a) of Form 20-F.
Operating Activities, page 47
14.Please address material changes in the underlying drivers in your discussion and analysis
of operating cash flows, rather than merely describe items identified on the face of the
statement of cash flows. In this regard, please revise to discuss the material fluctuations in
accounts receivable, deposits and other receivables, contract assets and liabilities, accrued
liabilities and other payables, etc. Refer to Item 5.B. of Form 20-F.

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Concentration of Credit Risk, page 49
15.To provide additional clarity for investors, please revise the tables in this section to
include disclosure of the percentage of the company's total revenues, accounts receivable,
purchase, and accounts payable represented by each relevant party for each of the relevant
financial periods.
Business
Our Services, page 55
16.We note your disclosure that you "work closely with a network of trusted suppliers and
vendors to source high-quality building materials and machinery that meet the specific
needs of [y]our customers." Please disclose the sources of these materials, as well as the
sources and availability of any raw materials used by sub-contractors to fulfil your
projects.
17.Please tell us whether the graphics depicted throughout this section represent actual
images of your systems, services, products, or customers. If not, please tell us why you
include these graphics, and clearly disclose that these are not images of your systems,
services, products, or customers.
18.We note the discussion of your various services throughout this section. Please revise your
disclosure to briefly describe how you generate revenue from each service, including but
not limited to a description of the fees you charge your customers.
Material agreements with customers, page 55
19.Please revise the descriptions of your material contracts with customers and suppliers to
disclose the material terms of each contract, including, but not limited to, fees for your
services, fees for services of counterparties, any revenue sharing arrangements,
milestones, and other material terms.
Competition, page 58
20.We note your disclosure regarding the comparison chart between MHL and selected
market players, and that "the above figures only provide an indication and is not
considered directly comparable due to the following reasons: a. Not all companies have
the same financial year end; and b. Not all companies carry out activities that are
completely the same to each other." Please tell us why the presentation of this information
is appropriate, considering the lack of direct comparability to your company, and
including why the relevant competitors were selected for presentation.
Our Growth Strategy, page 59
21.We note your disclosure here that you intend to develop your own proprietary Smart
Farming System and intend to establish a pilot scale project utilizing this system by the

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second quarter of 2024. We also note your disclosure in Use of Proceeds that you intend
to use 30% of the proceeds from this offering to develop the Smart Farming System.
Please revise your Management's Discussion and Analysis section, specifically your
Liquidity section, to discuss any capital commitments or impacts on your liquidity in the
near future related to your planned development of this system. As a related matter, please
revise your risk factors to discuss the risks to your business, if any, related to the
development and success of your Smart Farming System.
Seasonality, page 60
22.We note your disclosure that you have not observed any significant seasonal trends and
that "management believes that there is no apparent seasonality factor affecting the
industry in which we operate due to the geographical location of the farms and the tropical
climate enjoyed in Malaysia which enables year round operations." However, on page 8,
you state that prices for shrimp "have been and are likely to continue to be extremely
volatile for seasonal, cyclical and other reasons." Please reconcile these statements. Please
also add disclosure to Management's Discussion and Analysis of Financial Condition and
Results of Operations regarding seasonal trends.
Employees, page 61
23.We note that as of September 30, 2023, you have four full-time employees, all of whom
are based at your headquarters in Malaysia. Please advise whether you have any part-time
employees. Please also add disclosure here and in your risk factors to highlight your
extensive reliance on sub-contractors to fulfil projects. In this regard, we note that your
risk factor on page 8 discloses that you engage sub-contractors "from time to time," but
your reliance appears to be more extensive based on the other disclosure throughout your
filing.
Industry, page 62
24.We note that your disclosure in this section is broad, particularly your "Malaysia
Economic Review" and "Overview of the Agriculture Industry in Malaysia," which
include disclosure that describes sectors, agricultural industries, commodities, and crops
that do not appear to relate to your current business. Please tailor your discussion in this
section to clearly discuss the industry in which your company operates, including
historical and expected economic growth trends relating to your business specifically, and
remove overly broad disclosure from this section. If you intend to focus on specific
sectors, please qualify your statements about growth rates of the agriculture industry as a
whole accordingly. Where you discuss Historical Market Performance and Growth
Forecast for the Agriculture Sector in Malaysia as a whole, please clarify the portion of
this growth that is related to the subsets in which your company operates or intends to
operate. Alternatively, please tell us why it is appropriate to include a discussion of
industries that do not relate to your business when discussing your growth opportunities.

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Regulations, page 77
25.Please revise your disclosure on regulation applicable in Malaysia to include a discussion
of any applicable environmental regulations. We note your disclosure in the risk factors
that shrimp farming can pollute nearby groundwater or coastal estuaries and as such may
result in substantial exposure to environmental claims.
26.Where you discuss the employment regulations to which you are subject, please tailor the
discussion to your particular facts and circumstances to disclose, as you do with respect to
your licensing requirements, whether you are currently in compliance with these
regulations.
Employment Agreements, page 86
27.Please revise your descriptions of the employment agreements with Messrs. Hoo and Tie
Ng to disclose the annual base salaries paid to each.
Indemnification of Directors and Executive Officers and Limitation of Liability, page 101
28.We note your disclosure describing the indemnification provisions of your articles of
association. Please amend your risk factor disclosure to include a risk factor describing the
limitations on director and officer liability and indemnification discussed here, and
related risks to investors.
Material Income Tax Consideration, page 105
29.We note that your disclosure includes a discussion of "certain" material income tax
considerations throughout this section. Please revise to include all material tax
considerations. Refer to Section III.C.1 of Staff Legal Bulletin 19.
Enforceability of Civil Liabilities, page 111
30.We note that most of your operations are conducted in Malaysia and a majority of your
consolidated assets are located outside of the United States. In addition, all of your
directors and officers are nationals or residents of countries other than the United States,
and all or a substantial portion of their assets are located outside the U.S. Please revise
your disclosure to state the residence of each of your executive officers and directors.
Consolidated Financial Statements
Accounts receivable, net, page F-11
31.Please revise your disclosure to explain why you did not record an allowance for doubtful
accounts for accounts receivable as of December 31, 2022 and 2021. Please also address
how you assess the collectability of your receivables for each period. In this regard, we
see from page F-20 that you have MYR 4 Million in excess of 120 days old at December
31, 2022. In addition, clarify the reason for recording an allowance for doubtful accounts
against your contract asset, as presented on page F-21.

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Note 12 - Related party balances and transactions, page F-24
32.Please describe for us the reason why the amount due from VC Marine Sdn Bhd is
included in contract assets. In this regard, we note contract assets are recognized when
progress towards completion of revenue earning activities on contracts exceeds amounts
bi