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June 11, 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. 3 to
Draft Registration Statement on Form F-1
Submitted May 23, 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
April 8, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Corporate History and Structure, page 31
1.We note your response to comment 2 and reissue the comment in part. Please revise to
provide further detail regarding Ms. Tan Chui Fang's role in your organization, including
a brief description of how she became a 20% stockholder in MTSB.

 FirstName LastNameDarren Hoo
 Comapany NameMegan Holdings Ltd.
 June 11, 2024 Page 2
 FirstName LastName
Darren Hoo
Megan Holdings Ltd.
June 11, 2024
Page 2
Management's Discussion And Analysis Of Financial Conditions And Results Of Operations
Bank loan, page 39
2.We note your disclosure on page 39 that "[b]ank loan comprises a long-term loan" and
that "[b]ank loan is recognized initially at fair value, net of transaction costs
incurred." Please revise to disclose the material terms of the bank loan, including the
parties to the loan, the date the parties entered into the loan, the principal, the interest rate,
and the maturity date. Please also file the loan agreement as an exhibit to the registration
statement or provide your analysis as to why you believe the agreement does not need to
be filed. Refer to Item 601(b)(10) of Regulation S-K.
Comparison of Year Ended December 31, 2021, 2022 and 2023, page 46
3.Please revise your disclosure regarding the changes in revenue from 2022 to 2023 to more
fully explain the increase in revenue from the development of new aquaculture and
agriculture farms, which increased from 16.4% of your revenue in 2022 to 61.7% in
2023, and the decrease in revenue from upgrading of aquaculture and agriculture farms,
which decreased from 69.0% of your revenue in 2022 to 38.1% in 2023. In this regard, we
note your disclosure that the increase in revenue from development of new aquaculture
and agriculture farms for the year ended December 31, 2023 was mainly due to increase in
percentage of completion of a new shrimp hatchery center and shrimp farm in Sabah,
Malaysia, and that the decrease in revenue from upgrading of aquaculture and agriculture
farms was mainly due to aquaculture farms in Tawau, Sabah, Malaysia as well as a
pineapple plantation farm located at Kota Tinggi, Johor, Malaysia being close to
completion. Revise your disclosure to describe, in detail, how the percentage of
completion of new aquaculture and agriculture farms and the completion of upgrading
aquaculture and agriculture farms, respectively, related to your increase and decrease in
revenue for the periods presented in the filing. Please also disclose whether you expect
this trend to continue in future financial periods.
Liquidity and Capital Resources
Financing Activities, page 51
4.We note your disclosure on page 51 that "[f]or the year ended December 31, 2023, net
cash generated from financing activities was MYR2,534,630, which was primarily driven
by advance from a director, amount due to a related party and proceeds from bank loan."
Please revise to quantify the underlying financing activities for the years ended December
31, 2023, 2022 and 2021, including the advance amount, the amount due to the related
party and the proceeds from the bank loan. Please also disclose each of the parties
involved.

 FirstName LastNameDarren Hoo
 Comapany NameMegan Holdings Ltd.
 June 11, 2024 Page 3
 FirstName LastName
Darren Hoo
Megan Holdings Ltd.
June 11, 2024
Page 3
Material Agreements with Customers, page 58
5.We note your response to comment 5 issued in our comment letter dated February 20,
2024, which we reissue. Please revise your disclosures throughout this section to disclose
the amount of fees or other payments that have been made by the parties to the material
customer and supplier contracts to date.
Industry, page 65
6.We note your response to comment 3 and reissue the comment in part. Where you provide
data for many different crops and livestock, please revise to explicitly disclose the crops
and livestock produced in aquaculture and agriculture farms that you develop, construct
and maintain. In particular, we note the disclosures in figure 9 on page 66 and figures 11
and 12 on page 67. Please also revise your disclosures on pages 69 and 75 about historical
market performance and growth forecast for the agriculture and aquaculture sectors in
Malaysia as a whole, to note 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 110
7.We note your response to comment 4, including the revised disclosure on pages 15 and
110. Please revise to also discuss the time and cost constraints to investors in connection
with enforcing judgments in Malaysia.
            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.