IPO - Magic Empire Global Ltd

Form Type: F-1/A

Filing Date: 2025-06-27

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225016831

Filing Summary: Magic Empire Global Limited filed Amendment No. 2 to its F-1 registration statement with the SEC on June 27, 2025, concerning its initial public offering (IPO) of up to 15,000,000 Class A ordinary shares at a fixed offering price of $0.54 per share. The prospectus outlines the risks associated with investing in the shares, emphasizing that investors are buying into a British Virgin Islands holding company that operates through subsidiaries in Hong Kong, with no direct operations in Mainland China. The document details the investment structure, market risks, and emphasizes the importance of compliance with emerging regulatory measures from the People’s Republic of China that could impact the company’s operations and securities offering. Additionally, Magic Empire has engaged Revere Securities LLC as the placement agent, and the overall offering process is structured on a best-efforts basis, subject to market conditions and negotiations regarding the public offering price. A key focus is on the legal and economic uncertainties stemming from PRC governance in Hong Kong, which may affect future operations and share value, along with compliance risks associated with U.S. regulatory requirements for foreign auditors.

Form Type: F-1/A

Filing Date: 2025-06-09

Corporate Action: Ipo

Type: New

Accession Number: 000164117225014301

Filing Summary: Magic Empire Global Limited filed its amended registration statement on Form F-1/A with the Securities and Exchange Commission on June 9, 2025. The company is seeking to offer up to 15,000,000 Class A ordinary shares at an assumed offering price of US$0.54 per share. The shares are listed on the Nasdaq under the symbol 'MEGL'. The last reported sale price prior to the filing was US$1.25 per share. This document details their operations as a holding company incorporated in the British Virgin Islands, with all operations conducted through subsidiaries in Hong Kong. Investors are cautioned about the risks associated with investing in foreign companies and potential regulatory scrutiny by Chinese authorities, which may affect their ability to operate and the value of their shares. The filing also highlights the requirement for PRC permissions for overseas offerings, though the company currently has no operations in Mainland China. Future regulatory changes are anticipated to potentially impact their business operations and ability to raise capital.

Form Type: F-1

Filing Date: 2025-05-09

Corporate Action: Ipo

Type: New

Accession Number: 000164117225009448

Filing Summary: Magic Empire Global Limited filed a registration statement under the Securities Act of 1933 on May 9, 2025, to offer and sell up to 15,000,000 shares of Class A ordinary shares at an offering price yet to be determined. The company is structured as a holding entity registered in the British Virgin Islands (BVI) with operations conducted through subsidiaries in Hong Kong. The offering aims to secure capital for development while highlighting inherent risks, including market uncertainties and regulatory changes in both local and Mainland China contexts. The Class A shares are set to be listed on the Nasdaq under the symbol ‘MEGL,’ and the document stresses that the shares are offered without existing operational assets in Mainland China. Significant legal and market regulatory insights are included, emphasizing the need for permissions which are currently not necessary for the company. The volatile regulatory landscape in China poses potential risks to business operations and share value. The prospect also presents an overview of the structure of the offering, placement agents’ roles, and implications of deteriorating audit conditions due to legislative actions like the HFCAA.