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April 8, 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.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted March 29, 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
February 20, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note that you have removed certain disclosures which were included in your draft
registration statement submitted on November 14, 2023. In particular, we note that you
removed your risk factor disclosure and corresponding disclosures in your MD&A
regarding your business and operations being indirectly affected by the volatility of prices
for shrimp. Given your business model of providing shrimp farm-related maintenance
services in Malaysia, please revise to reinstate these disclosures or advise as to why these

 FirstName LastNameDarren Hoo
 Comapany NameMegan Holdings Ltd.
 April 8, 2024 Page 2
 FirstName LastName
Darren Hoo
Megan Holdings Ltd.
April 8, 2024
Page 2
disclosures were removed.
Corporate History and Structure, page 31
2.We note that your organization chart has been modified to disclose that MMSB will own
80% of MTSB while Tan Chui Fang will own 20% of MTSB. We also note that MTSB
was incorporated in Malaysia on March 18, 2024 and has yet to commence any business
activities. Please revise to discuss Tan Chui Fang's role in your organization and to further
disclose the business purpose of MTSB.
Industry, page 65
3.We note your response to comment 6 and reissue the comment. Given your disclosure that
your business model is focused on the shrimp industry in Malaysia, please remove overly
broad disclosure relating to the agriculture sector in Malaysia from this section. For
example, you provide data for many different crops and livestock, but this does not appear
to relate to your current business model or plans. Please also qualify your statements about
growth rates of the agriculture industry as a whole. In this regard, 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.
Enforceability of Civil Liabilities, page 112
4.We note your response to comment 8 and reissue the comment in part. Please revise your
disclosure here, and in the risk factor on page 15, to discuss the cost and time constraints
impacting investors due to the limitations on their ability to effect service of process and
enforce civil liabilities outside of the United States, including in Hong Kong.
            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.