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February 20, 2024
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 January 31, 2024
CIK No. 0001995075
Dear Darren Hoo:
            We have reviewed your amended draft registration statement and have the following
comments.
            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. Unless we note otherwise, any references to prior comments are to comments in our
December 11, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Transfers of Cash to and from Our Subsidiary, page 2
1.We note your revised disclosure in response to comment 5. Please further revise your
disclosure here to clarify the extent to which any of the restrictions listed currently apply
to any cash, assets, or dividends that could be transferred from your subsidiaries.

 FirstName LastNameDarren  Hoo
 Comapany NameMegan Holdings Ltd.
 February 20, 2024 Page 2
 FirstName LastName
Darren  Hoo
Megan Holdings Ltd.
February 20, 2024
Page 2
Use of Proceeds, page 26
2.We note your revised disclosure in response to comment 9, including that your "first foray
into Southeast Asia market is through the development of a Frozen Seafood Processing
Factory in West Nusa Tenggara, Indonesia." Please revise your use of proceeds disclosure
to clearly disclose the portion of your proceeds, if any, that will be allocated to the
development of this factory. In this regard, we note your disclosure that 30% of your net
proceeds will be used to explore growth through the opportunities to collaborate with
suitable partners in related industries through strategic alliances, joint ventures,
acquisitions and investments, and that you have not yet determined the target. With
respect to your expansion plans, please revise your disclosure as appropriate throughout
your filing, including your risk factors, to clearly disclose whether you are actively
seeking expansion opportunities other than the factory in Indonesia, and the intended
timing for any additional expansion plans.
Management's Discussion And Analysis Of Financial Conditions And Results Of Operations
Liquidity and Capital Resources, page 45
3.Please clarify how the decrease in contract assets for the year ended December 31, 2022
resulted from advances paid to subcontractors while the increase in contract assets for the
year ended December 31, 2021 also resulted from advances paid to subcontractors.
Business
Our Services, page 52
4.We note your response to comment 17. Please revise the disclosure in your filing to state
that the graphics depicted throughout this section represent actual images of your systems
and products.
Material Agreements with Customers, page 57
5.We note your revised disclosures in response to comment 19. In addition to the material
terms you have discussed in your revised disclosure, please disclose the amount of fee or
other payments that have been made by the parties to the contracts to date.

 FirstName LastNameDarren  Hoo
 Comapany NameMegan Holdings Ltd.
 February 20, 2024 Page 3
 FirstName LastName
Darren  Hoo
Megan Holdings Ltd.
February 20, 2024
Page 3
Industry, page 65
6.We note your response to comment 24 and reissue the comment. 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.
Regulations, page 80
7.We note your response to comment 25 and reissue the comment. Please revise your
disclosure to include a discussion of environmental regulations, as it apperas that these
regulations may have a material impact on your operations. See Item 4.B.8. of Form 20-F.
In this regard, we note your disclosure on page 11 that "[a] substantial portion of our
revenue is derived from services related to shrimp farming, which if done incorrectly can
pollute nearby groundwater or coastal estuaries which may result in our customer being
exposed to environmental claims whereby the customer may suffer claims and actions
brought against them by the relevant governmental entities or other third parties," and
your disclosure elsewhere regarding your customer concentration risks.
Enforceability of Civil Liabilities, page 114
8.We note your revised disclosure that one of your directors resides in Hong Kong.
Amend your disclosure in this section to discuss the enforcement risks related to civil
liabilities due to your director being located in Hong Kong. For example, discuss more
specifically the limitations on investors being able to effect service of process and enforce
civil liabilities in Hong Kong, lack of reciprocity and treaties, and cost and time
constraints. Please also revise your risk factor on page 14, which should contain
disclosures consistent with this section, and include the risk in your summary risk factor
disclosure.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Contract Assets, net, page F-11
9.We reference the changes made in response to prior comments 31 and 32 regarding
contract assets, net. Under ASC 606, a contract asset arises when an entity transfers a
good or performs a service in advance of receiving consideration from a customer, as
agreed upon. Please provide us with your analysis of ASC 606-10-45 in concluding that
the "excess of amounts paid to suppliers over progress towards completion of sub-
contracting activities on customers’ contracts" represents a contract asset. In this regard, if

 FirstName LastNameDarren  Hoo
 Comapany NameMegan Holdings Ltd.
 February 20, 2024 Page 4
 FirstName LastName
Darren  Hoo
Megan Holdings Ltd.
February 20, 2024
Page 4
these amounts are advances made to subcontractors, as described on page 49, tell us why
they should not be presented as such.
Revenue Recognition, page F-14
10.We note that you use subcontractors and that you consider the guidance related
to principal or an agent accounting "in conjunction with the terms in its arrangements with
both suppliers and customers." Please provide us with your analysis under ASC 606-10-
25-25 in determining whether you control the services provided to customers before it is
transferred to the end consumer related to the development of new aquaculture and
agriculture farms as well as the upgrade of aquaculture and agriculture farms. In this
regard, we reference your disclosure that the cost of development of new aquaculture and
agriculture farms as well as upgrading of aquaculture and agriculture farms is mainly
comprised of subcontracting costs. Please refer to ASC 606-10-55-36 through 55-40.
            Please contact Kristin Lochhead at 202-551-3664 or Michael Fay at 202-551-3812 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Yarona L. Yieh, Esq.