SecProbe.io

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 D. BORAL CAPITAL LLC
590 Madison Avenue, 39th Floor
New York, NY 10022

 February 19, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Nicholas O'Leary

 Re:
 Megan Holdings Limited

 Registration Statement on Form F-1, as amended (File No. 333-292850)
 Request for Acceleration of Effectiveness

 Dear Sir,

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
D. Boral Capital LLC, as the placement agent of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Monday, February 23, 2026 at 5:00 p.m., ET, or as soon
thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each dealer, who is reasonably anticipated to be invited to participate in the distribution
of the securities, as many copies of the Preliminary Prospectus dated February 13, 2026 as appears to be reasonable to secure adequate
distribution of the Preliminary Prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 D. BORAL CAPITAL LLC

 By:
 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

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 filename1.htm

 February 19, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Megan Holdings Limited

 Registration Statement on Form F-1 (File No. 333-292850)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Megan Holdings Limited, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on Monday, February 23, 2026 at 5:00 p.m., ET, or as soon thereafter as practicable.

 Very truly yours,

 Megan Holdings Limited

 By:
 /s/ Hoo Wei Sern

 Name:
 Hoo Wei Sern

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 6, 2026

Hoo Wei Sern
Chief Executive Officer
Megan Holdings Lmited
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia

 Re: Megan Holdings Lmited
 Registration Statement on Form F-1
 Filed January 21, 2026
 File No. 333-292850
Dear Hoo Wei Sern:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Mengyi Jason Ye, Esq.
</TEXT>
</DOCUMENT>

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D. BORAL CAPITAL LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

September 18, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Kristin Lochhead

    Re:
    Megan Holdings Limited

    Registration Statement on Form F-1, as amended (File No. 333-281357)

    Request for Acceleration of Effectiveness

Dear Madam,

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
D. Boral Capital LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Monday, September 22, 2025
at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

D. BORAL CAPITAL LLC

    By:
    /s/ Philip Wiederlight

    Name:
    Philip Wiederlight

    Title:
    Chief Operating Officer

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Megan Holdings Limited

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

September 18, 2025

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Ms. Kristin Lochhead

    Re:
    Megan Holdings Limited

    Registration Statement on Form F-1, as amended (File No. 333- 281357)

    Request for Acceleration of Effectiveness

Dear Madam,

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Megan Holdings Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement become effective
at 4:00 p.m., Eastern Time, on September 22, 2025, or as soon thereafter as practicable.

    Very truly yours,

    Megan Holdings Limited

    By:
    /s/ Darren Hoo

    Name:
    Darren Hoo

    Title:
    Executive Director, Chairman and Chief Executive Officer

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Megan
Holdings limited

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No. 1, Jalen Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

August 1, 2025

Via EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Juan Grana

    Katherine Bagley

    Kristin Lochhead

    Michael Fay

    Re:
    Megan Holdings Limited

    Amendment No. 10 to Registration Statement on Form F-1

    Filed July 17, 2025

    File No. 333-281357

Dear Mr. Grana, Ms. Bagley, Ms. Lochhead, and
Mr. Fay,

This letter is being submitted in response to
the letter dated July 29, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff
of the Commission (the “Staff”) commented on the above-referenced Amendment No. 10 to Registration Statement on Form
F-1 submitted on July 17, 2025. Concurrently with the submission of this letter, we hereby transmit, via EDGAR, an Amendment No. 11 to
Registration Statement on Form F-1 (“F-1/A-11”) for filing with the Commission, which has been revised to reflect the
Staff’s comments as well as certain other updates to the F-1/A-10.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references
below in the Company’s responses are to the page numbers in F-1/A-11. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the F-1/A-11.

Amendment No. 10 to Registration Statement
on Form F-1

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Segment reporting, page 46

    1.
    Please update your disclosure here that refers to only one operating segment, as Note 16 of the audited financial statements set forth that you have two operating segments.

Response: We note the Staff’s comment
and, in response thereto, respectfully advise the Staff that we have updated the disclosure on page 46 of the F-1/A-11 to be consistent
with the disclosure in Note 16.

Consolidated Financial Statements

Note 16 – Segment reporting, page F-31

    2.
    Please provide the following segment disclosures as required by ASC 280 upon the adoption of ASU No. 2023-07:

    ●
    Significant segment expenses that are regularly provided to the CODM and included within a reported measure of segment profit or loss as required by ASC 280-10-50-26A;

    ●
    An amount for “other segment items” by reportable segment (calculated as the difference between (a) “segment revenue” less each “significant segment expense” category above and (b) each reported measure of segment profit or loss), including a description of the composition of “other segment items” as required by ASC 280-10-50-26B; and

    ●
    The title and position of the CODM, required by ASC 280-10-50-21(c), and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources, required by ASC 280-10-50-29(f).

Response: We note the Staff’s comment
and, in response thereto, respectfully advise the Staff that we have revised page F-31 of the F-1/A-11 to include the disclosure as required.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel Mengyi “Jason” Ye, Esq. or Yarona L. Yieh, Esq. of Ortoli Rosenstadt
LLP at jye@orllp.legal or yly@orllp.legal.

    Very truly yours,

    /s/ Darren Hoo Wei Sern

    Name:
    Darren Hoo Wei Sern

    Title:
    Executive Director, Chairman and Chief Executive Officer (Principal Executive Officer)

July 29, 2025
Darren Hoo
Principal Executive Officer
Megan Holdings Limited
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
Re:Megan Holdings Limited
Amendment No. 10 to Registration Statement on Form F-1
Filed July 17, 2025
File No. 333-281357
Dear Darren Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 10 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Segment reporting, page 46
1.Please update your disclosure here that refers to only one operating segment, as Note
16 of the audited financial statements sets forth that you have two operating segments.
Consolidated Financial Statements
Note 16 - Segment reporting, page F-31
Please provide the following segment disclosures as required by ASC 280 upon the
adoption of ASU No. 2023-07: 2.

July 29, 2025
Page 2
•Significant segment expenses that are regularly provided to the CODM and
included within a reported measure of segment profit or loss as required by ASC
280-10-50-26A;
•An amount for "other segment items" by reportable segment (calculated as the
difference between (a) "segment revenue" less each "significant segment
expense" category above and (b) each reported measure of segment profit or loss),
including a description of the composition of "other segment items" as required by
ASC 280-10-50-26B; and
•The title and position of the CODM, required by ASC 280-10-50-21(c), and an
explanation of how the CODM uses the reported measure(s) of segment profit or
loss in assessing performance and allocating resources, required by ASC 280-10-
50-29(f).
            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.

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Megan Holdings Limited

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

March 31, 2025

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Ms. Katherine Bagley

    Re:
    Megan Holdings Limited

    Withdrawal of Acceleration Request - Registration Statement on Form
    F-1

    File No. 333- 281357

Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on March 27, 2025, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Monday, March 31, 2025, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    Megan Holdings Limited

    By:
    /s/ Darren Hoo

    Name:
    Darren Hoo

    Title:
    Executive Director, Chairman and Chief Executive Officer

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D. BORAL CAPITAL LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

March 31, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Katherine Bagley

    Re:
    Megan Holdings Limited (the “Company”)

    Registration Statement on Form F-1, as amended (File No. 333- 281357)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on March 27, 2025, in which we, D. Boral Capital LLC, as representative of the underwriters of the offering, joined the Company’s
request for acceleration of the effective date of the above-referenced Registration Statement for March 31, 2025 at 4:00 p.m., Eastern
time, or as soon thereafter as practicable. The Company is no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

Very truly yours,

D. BORAL CAPITAL LLC

    By:
    /s/ Philip Wiederlight

    Name:
    Philip Wiederlight

    Title:
    Chief Operating Officer

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Megan Holdings Limited

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

March 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Ms. Kristin Lochhead

    Re:
    Megan Holdings Limited

    Registration Statement on Form F-1, as amended (File No. 333- 281357)

    Request for Acceleration of Effectiveness

Dear Madam,

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Megan Holdings Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration Statement become effective
at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

    Very truly yours,

    Megan Holdings Limited

    By:
    /s/ Darren Hoo

    Name:
    Darren Hoo

    Title:
    Executive Director, Chairman and Chief Executive Officer

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D. BORAL CAPITAL LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

March 27, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Kristin Lochhead

    Re:
    Megan Holdings Limited

    Registration Statement on Form F-1, as amended (File No. 333- 281357)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
D. Boral Capital LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Monday, March 31, 2025 at
4:00 p.m., Eastern Daylight Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

D. BORAL CAPITAL LLC

    By:
    /s/ Philip Wiederlight

    Name:
    Philip Wiederlight

    Title:
    Chief Operating Officer

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March 12, 2025

Via Edgar Correspondence

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Ms. Kristin Lochhead

    Re:

    Megan Holdings Limited

    Registration Statement on
    Form F-1 (File No. 333- 281357)

    Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Dear Ms. Lochhead:

The undersigned, Megan Holdings Limited, a foreign
private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter via EDGAR to the
U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on
Form F-1, as amended, initially filed on August 8, 2024 (the “Registration Statement”), relating to a proposed initial public
offering and listing of the Company’s ordinary shares in the United States.

The Company has included in the Registration Statement
its audited consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States
of America (“U.S. GAAP”), as of December 31, 2023, 2022, and 2021 and for each of the three fiscal years ended December 31,
2023, 2022 and 2021.

The Company respectfully requests that the Commission
waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration
statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the
“12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting this waiver request
pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in
cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction
outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the
2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s
website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of
the Commission at Section III.B.c, in which the staff notes that:

“the instruction indicates
that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and
is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month
rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must
comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company
represents to the Commission that:

    1.
    The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

    2.
    Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

    3.
    The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2024 will be available until April 30, 2025.

    4.
    In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company will file this letter as an exhibit
to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

    Sincerely,

    /s/ Darren Hoo

    Darren Hoo

    Executive Director, Chairman and

Chief Executive Officer

March 11, 2025
Darren Hoo
Principal Executive Officer
Megan Holdings Limited
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
Re:Megan Holdings Limited
Amendment No. 7 to Registration Statement on Form F-1
Filed March 5, 2025
File No. 333-281357
Dear Darren Hoo:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-1
Exhibits
1.Please update your filing to include audited financial statements for the fiscal year
ended December 31, 2024 unless you are able to represent that you are not required to
comply with the 12-month updating requirement for audited financial statements in
any other jurisdiction outside the United States and that complying with the 12-month
updating requirement is impracticable or involves undue hardship. Please file this
representation as an exhibit to the registration statement. Refer to Item 8.A.4, and
Instructions to Item 8.A.4: 2, of Form 20-F.

March 11, 2025
Page 2
            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.

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Megan Holdings Ltd.

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

    February 5, 2025

    Division of Corporation Finance

    Office of Industrial Applications and Services

    U.S. Securities and Exchange Commission

    Washington, DC 20549

    Attn: Juan Grana

 Re: Megan
Holdings Ltd.

Amendment No. 4 to Registration
Statement on Form F-1

Filed January 27, 2025

File No. 333-281357

Dear Mr. Grana,

This letter is in response to your verbal comments
on February 4, 2025, in which you provided comments to the Amendment No. 4 to the Registration Statement on Form F-1 (the “F-1/A4”)
of Megan Holdings Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on January 27, 2025. On the
date hereof, the Company has submitted Amendment No. 5 to the Registration Statement on Form F-1 (“Form F-1/A5”). We set forth
below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment No. 4 to Registration Statement on Form F-1 filed January
27, 2025

1. Please
include the executive compensation for fiscal year ending 2024.

RESPONSE: We respectfully advise the
staff that we have revised the disclosure to include the executive compensation for fiscal year ending 2024.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Darren Hoo Wei Sern

    Darren Hoo Wei Sern

    Chairman

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Megan Holdings Ltd.

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

    January 27, 2025

    Division of Corporation Finance

    Office of Industrial Applications and Services

    U.S. Securities and Exchange Commission

    Washington, DC 20549

    Attn: Juan Grana

 Re: Megan Holdings Ltd.

Amendment No. 3 to Registration
Statement on Form F-1

Filed November 21, 2024

File No. 333-281357

Dear Mr. Grana,

This letter is in response to your letter on December
5, 2024, in which you provided comments to the Draft Registration Statement on Form F-1 (the “Registration Statement”) of
Megan Holdings Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on November 21, 2024. On the date
hereof, the Company has submitted Amendment No. 4 to the Registration Statement on Form F-1 (“Form F-1/A4”). We set forth
below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Amendment No. 3 to Registration Statement on Form F-1 filed November
21, 2024

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Comparison of Periods ended June 30, 2023 and 2024, page 51

 1. Please revise your disclosure to explain why there was a "significant
increase" in professional fees.

RESPONSE: We respectfully advise the staff that we have
revised the disclosure on page 53 of the Registration Statement.

Unaudited Interim Condensed Consolidated Financial Statements, page
F-30

 2. We note on page 16 that your accounts receivable turnover days increased from 80 days for the 2023 financial year to 149 days for
the six month period ended June 30, 2024. We have calculated from your tables on pages F-20 and F-50 that accounts receivable aged more
than 90 days increased from 14% of total accounts receivable at year-end 2023 to 83% at June 30, 2024. In addition, we note on page 55
your reference to slower collections of accounts receivable. Please address the following:

 ● Expand your disclosure to describe in greater detail the specific reasons for the slower accounts receivable collections;

RESPONSE: We respectfully advise the staff that we have expanded
the disclosure on page 57 of the Registration Statement.

 ● Quantify in your filing the amount of June 30, 2024 accounts receivable that have been subsequently collected in cash;

RESPONSE: We respectfully advise the staff that we have updated
the amount on page 37 and F-51 of the Registration Statement.

 ● Quantify in your filing the amount of any June 30, 2024 accounts receivable that have been subsequently recorded as a credit loss;

RESPONSE: We respectfully advise the staff that we have updated
the amount on page 37 and F-51 of the Registration Statement.

 ● Explain in your filing your basis for assuming collectibility for any significant June 30, 2024 amounts that were not subsequently
collected in cash; and

RESPONSE: We respectfully advise the staff that we have updated
the amount on page 37 and F-51 of the Registration Statement.

 ● Expand your revenue recognition accounting policy to address in further detail how you assessed whether it is probable that you will
collect substantially all of the consideration to which you will be entitled under ASC 606-10-25-1(e).

RESPONSE: We respectfully advise the staff that we have provided
further description on page 40 of the Registration Statement.

Exhibit 23.1 Consent of WWC, P.C., page II-6

 3. Please provide an updated consent from WWC, P.C.

RESPONSE: We respectfully advise the staff that
we have provided an updated consent from WWC, P.C and filed it as an exhibit to the Registration Statement.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Darren Hoo Wei Sern

    Darren Hoo Wei Sern

    Chairman

December 5, 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 Registration Statement on Form F-1
Filed November 21, 2024
File No. 333-281357
Dear Darren Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 20, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed November 21, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Periods ended June 30, 2023 and 2024, page 51
1.Please revise your disclosure to explain why there was a "significant increase" in
professional fees.
Unaudited Interim Condensed Consolidated Financial Statements, page F-30
We note on page 16 that your accounts receivable turnover days increased from 80
days for the 2023 financial year to 149 days for the six month period ended June 30, 2.

December 5, 2024
Page 2
2024. We have calculated from your tables on pages F-20 and F-50 that accounts
receivable aged more than 90 days increased from 14% of total accounts receivable at
year-end 2023 to 83% at June 30, 2024. In addition, we note on page 55 your
reference to slower collections of accounts receivable. Please address the following:

•Expand your disclosure to describe in greater detail the specific reasons for the
slower accounts receivable collections;
•Quantify in your filing the amount of June 30, 2024 accounts receivable that have
been subsequently collected in cash;
•Quantify in your filing the amount of any June 30, 2024 accounts receivable that
have been subsequently recorded as a credit loss;
•Explain in your filing your basis for assuming collectibility for any significant
June 30, 2024 amounts that were not subsequently collected in cash; and
•Expand your revenue recognition accounting policy to address in further detail
how you assessed whether it is probable that you will collect substantially all of
the consideration to which you will be entitled under ASC 606-10-25-1(e).
Exhibit 23.1 Consent of WWC, P.C., page II-6
3.Please provide an updated consent from WWC, P.C.
            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 Benjamin Richie at 202-551-7857 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.

CORRESP
1
filename1.htm

Megan Holdings Ltd.

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

    September 3,
    2024

    Division
    of Corporation Finance

    Office
    of Industrial Applications and Services

    U.S. Securities
    and Exchange Commission

    Washington,
    DC 20549

    Attn: Benjamin Richie

    Re:
    Megan Holdings Ltd.

Registration Statement
on Form F-1

Filed August 8, 2024

File No. 333-281357

Dear Benjamin,

This letter is in response to your comments on
August 20, 2024, in which you provided comments to the Registration Statement on Form F-1 (the “Registration Statement”) of
Megan Holdings Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 8, 2024. On the date
hereof, the Company has filed an amendment to the Registration Statement on Form F-1 (the “F-1/A”). We set forth below in
bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Registration Statement on Form F-1 filed August
8, 2024

Competitive Analysis, page 70

    1.
    Here and throughout your filing where you discuss the most recently available data for your company, please revise to include data for the most recent financial period presented in your filing. For example, you disclose on page 70 that “for the financial years ended December 31, 2022, MHL recorded revenue of RM73.2 million,” and your chart on page 71 indicates that your latest available financial year is December 31, 2022. However, your filing includes financial statements as of the year ended December 31, 2023. Please update the disclosures throughout your filing accordingly.

RESPONSE: We respectfully advise the staff that
we have updated the disclosures at page 70 and page 71 of our F-1/A accordingly.

    2.
    Please refile exhibits 10.5, 10.6, 10.7, and 10.8 in the proper text searchable format. Refer to Item 301 of Regulation S-T.

RESPONSE: We respectfully advise the staff that
we have refiled exhibits 10.5, 10.6, 10.7, and 10.8 in the proper text searchable format.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Darren Hoo Wei Sern

    Darren Hoo Wei Sern

    Chairman

August 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.
Registration Statement on Form F-1
Filed August 8, 2024
File No. 333-281357
Dear Darren Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 23, 2024 letter.
Registration Statement on Form F-1 filed August 8, 2024
Competitive Analysis, page 70
1.Here and throughout your filing where you discuss the most recently available data for
your company, please revise to include data for the most recent financial period presented
in your filing. For example, you disclose on page 70 that "for the financial years ended
December 31, 2022, MHL recorded revenue of RM73.2 million," and your chart on page
71 indicates that your latest available financial year is December 31, 2022. However, your
filing includes financial statements as of the year ended December 31, 2023. Please
update the disclosures throughout your filing accordingly.

August 20, 2024
Page 2
General
2.Please refile exhibits 10.5, 10.6, 10.7, and 10.8 in the proper text-searchable format. Refer
to Item 301 of Regulation S-T.
            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 Benjamin Richie at 202-551-7857 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.

CORRESP
1
filename1.htm

Megan Holdings Ltd.

B-01-07, Gateway Corporate Suites

Gateway Kiaramas

No.1, Jalan Desa Kiara

50480 Mont Kiara

Kuala Lumpur, Malaysia

    August 8, 2024

    Division of Corporation Finance

    Office of Industrial Applications and Services

    U.S. Securities and Exchange Commission

    Washington, DC 20549

    Attn: Juan Grana

    Re:
    Megan Holdings Ltd.

Draft Registration Statement
on Form F-1

Submitted July 9 , 2024

CIK No. 0001995075

Dear Mr. Grana,

This letter is in response to your verbal comments
on July 23, 2024, in which you provided verbal comments to the Draft Registration Statement on Form F-1 (the “Registration Statement”)
of Megan Holdings Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on July 9, 2024. On the date
hereof, the Company has filed a Form F-1. We set forth below in bold the comments in your letter relating to the Registration Statement
followed by our responses to the comments.

Amendment No. 4 to Draft Registration Statement
on Form F-1

Corporate History and Structure, page 31

 1. Please provide additional disclosure surrounding Ms. Tan Chui Fang’s consideration in exchange for
a 20% stake in MTSB.

RESPONSE: We respectfully advise the staff
that we have updated the disclosure on page 32 of the DRS/A to further clarify that the 20% stake in MTSB is in consideration for
prospective business development for MTSB, which will be a consultancy and management of projects for process engineering and
industrial systems (such as warehouse management system and building management system), and supply of robotics and automation
equipment. As of the date of this prospectus, MTSB is a dormant company.

 2. Please provide additional disclosure pertaining
to the reorganization of the Company, including the material terms of the reorganization.

RESPONSE: We respectfully advise the staff that
we have included the material terms of the reorganization and added similar language in the prospectus summary section and Part II Item
7. Recent Sales of Unregistered Securities.

Management’s Discussion And Analysis
Of Financial Conditions And Results Of Operations

Bank Loan, page 39

 3. We note that you provided a range for the effective interest rate of the Company’s bank loan for
the loan agreement between MMSB and Maybank Islamic Berhad dated April 5, 2023. Please complete the range of interest rates to be disclosed.

RESPONSE:
We respectfully advise the staff that we have updated the disclosure to include the effective interest rate as 4.65%.

Liquidity and Capital Resources

Financing Activities, page 51

 4. We note that you have revised your disclosure 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. We reissue this comment in part to request for a disclosure each of the parties involved.

RESPONSE:
We respectfully advise the staff that we have updated the disclosure on financing activities on page 52 of the F-1 to include the identities
of each of the parties involved.

Industry, page 65

 5. Please provide updated data for the financial year ended December 31, 2023.

RESPONSE:
We respectfully advise the staff that the Company currently does not have updated data available for the financial year ended December
31, 2023.

Underwriting, page 113

 6. We note that the Company has changed their underwriter to EF Hutton, LLC. Please ensure that the language
within the Form F-1 is consistent to reflect this change.

RESPONSE:
We respectfully advise the staff that we have revised the language within the Form F-1 to ensure it is consistent.

 7. We note that as part of the tail financing, the Representative shall be entitled to a cash fee equal to
seven percent (7.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments
to any investor actually introduced to the Company by the Representative during the Engagement Period. To the extent it is necessary,
please revise the capitalization table accordingly.

RESPONSE:
We respectfully advise the staff that while we confirm the tail financing, that it is not necessary to revise the capitalization table
since the tail financing will have no impact of the numbers in the capitalization table.

    2

We hope this response has addressed all of the Staff’s
concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact
our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal
or yly@orllp.legal.

    Sincerely,

    /s/ Darren Hoo Wei Sern

    Darren Hoo Wei Sern

    Chairman

    3

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
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

 FirstName LastNameDarren  Hoo
 Comapany NameMegan Holdings Ltd.
 December 11, 2023 Page 2
 FirstName LastNameDarren  Hoo
Megan Holdings Ltd.
December 11, 2023
Page 2
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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 Comapany NameMegan Holdings Ltd.
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Megan Holdings Ltd.
December 11, 2023
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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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Megan Holdings Ltd.
December 11, 2023
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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