As filed with the Securities and Exchange Commission on September 9, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 12 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable ...

As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 11 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable | ...

Financial Data and Key Metrics Changes - The company reported a portfolio growth of 65% over the last twelve months and 7% over the last quarter, reaching a total of eight gigawatts, with a goal of 10 gigawatts by the end of 2025 [1] - The cash balance at the end of Q2 was approximately NOK 373 million, with zero debt and a strong cash position [7][40] - The average annual return on equity since 2020 has been 22%, with a capital distribution program that includes dividends and share buybacks [7][8] Business Line Data and Key Metrics Changes - The portfolio in Italy grew by 125% during the quarter, reaching close to 450 megawatts [2] - The company has initiated a new sales process for a combined 500 megawatts of onshore wind and solar projects in South Africa [3] - The company is focusing on battery energy storage systems (BESS) and expects to see high returns on best projects, trading above €200,000 per megawatt [9][41] Market Data and Key Metrics Changes - In Sweden, there were 500 hours of negative prices in Q2, with expectations of 2,000 hours annually, creating opportunities for best projects [4] - Wholesale prices in the Nordics are currently the lowest in Europe, returning to levels seen in 2020 due to various factors including weather and demand [5] - The data center market in the Nordics is projected to consume 62 terawatt-hours by 2050, indicating strong future demand [27] Company Strategy and Development Direction - The company maintains an asset-light business model with a focus on project development rather than construction, aiming for a five times return on projects [7][14] - There is a strong emphasis on early sales and maintaining a robust cash position to negotiate effectively with clients [14][16] - The company is exploring new markets while being cautious about entering new territories without established sales [39] Management's Comments on Operating Environment and Future Outlook - Management highlighted strong regulatory support for renewable energy in Europe, particularly in Germany and Italy, which is expected to drive growth [6] - The company anticipates signing numerous new projects in Italy and Germany, as well as continued growth in South Africa [11][20] - Management expressed optimism about the sales process and the potential for high returns in the onshore wind market in South Africa [34] Other Important Information - The company has completed the transition to become 100% renewable by selling its remaining shares in Hermana Holding [1] - There are ongoing discussions regarding grid agreements and project developments in various markets, including Germany and the UK [19][30] - The company is assessing data center opportunities that align with its existing portfolio, indicating a strategic fit for future growth [26][29] Q&A Session Summary Question: What is the outlook for the company's growth in new markets? - Management indicated a cautious approach to entering new markets, focusing on securing sales in established markets first [39] Question: How does the company plan to manage costs moving forward? - The company is closely tracking costs and expects improved supply chain conditions to ease expenses [40] Question: What are the expectations for project development in Germany? - Management noted strong interest from major clients in Germany and the potential for significant project development due to high electricity prices [31][32]

Portfolio Growth and Strategy - Magnora's project portfolio reached 8.0 GW, representing a 65% growth over the last twelve months and 7% growth in the last quarter[4] - The company completed its transition into a 100% renewable-energy company through the divestment of Hermana Holding ASA shares[4] - Magnora secured its first site in Germany and signed a Letter of Intention with a leading European infrastructure investor[4] - Magnora Italy strengthened its partnership and is scaling up for MACSE auctions, with over 450 MW of mid-stage development BESS projects positioned for auctions in 2026 and 2027[4] - Ongoing sales processes for approximately 250 MW of solar and 250 MW of wind projects in South Africa[4] Market Dynamics and Opportunities - Battery cost has decreased by 86% since 2013, driving BESS investments[6] - Investments are expected to raise electrical boiler capacity in Finland to over 1.5 GW, up from 0.5 GW currently[6] - Annual investments in Norway's data center sector up to 2030 are estimated at NOK 20-30 billion[6] - The EU is raising renewable targets to 45% and aims to eliminate Russian gas imports by 2027, driving demand for energy security[8] Financial Performance and Capital Allocation - The Group's cash and available credit facilities was NOK 373.4 million as of 30 June 2025[11, 66] - The company continues its capital distribution program with a quarterly return of paid-in share capital of NOK 11.9 million in Q2[14] - A new share buyback program was launched, allowing for the repurchase of up to 10% of the shares[14]

As filed with the Securities and Exchange Commission on July 17, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 10 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable | | ...

As filed with the Securities and Exchange Commission on March 12, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 9 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable | | ...

With a Copy to: As filed with the Securities and Exchange Commission on March 11, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | No ...

As filed with the Securities and Exchange Commission on March 5, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable | | ...

As filed with the Securities and Exchange Commission on February 20, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands | 0273 | Not Applicable ...

As filed with the Securities and Exchange Commission on February 5, 2025. Registration No. 333-281357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––––––– Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________________________ MEGAN HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________________________________ | Cayman Islands 0273 | | Not Applicable | ...