Magic Empire Global Limited Announces Pricing of US$3 Million Registered Direct Offering

Each unit pairs a Class A share with a warrant that offers an alternative cashless exercise option for up to nine shares.

Rhea-AI Summary

Magic Empire Global (MEGL) priced a registered direct offering expected to generate US$3 million in gross proceeds.

The offering covers 2,678,572 units at US$1.12 each. Every unit contains one Class A ordinary share and one warrant. Each warrant permits the purchase of one share at US$1.12, or up to nine shares under an alternative cashless exercise option with a zero exercise price. Warrants are exercisable from issuance through the one-year anniversary of issuance.

The company expects the offering to close on or about September 29, 2026, subject to customary closing conditions. Expected gross proceeds exclude warrant exercises and precede placement agent commissions and other estimated expenses. The company intends to use net proceeds for working capital and general corporate purposes.

1 point · 1 major

Weighs negativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.The offering is expected to generate US$3 million in gross proceeds, excluding warrant exercises. 53% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.2,678,572 units each contain a new Class A share, diluting existing holders if sold.
• Major pointOne warrant per unit permits one share at US$1.12, or up to nine through a zero-price alternative cashless exercise.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent commissions and estimated expenses will reduce net proceeds.

News Explained

MEGL has priced, but not completed, a sale of 2,678,572 units, each containing one new Class A share; if completed, those shares increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

Market Context

The $200,000,000 F-3 shelf filed September 8, 2026, was the registered framework for this offering, ...

Analysis

The $200,000,000 F-3 shelf filed September 8, 2026, was the registered framework for this offering, which the article said was made under an effective F-3 statement. The shelf record listed 0 prior usage.

Key Figures

Units offered: 2,678,572 units Offering price: US$1.12 per Unit Gross proceeds: US$3 million +4 more

Units offered

2,678,572 units

Registered direct offering

Offering price

US$1.12 per Unit

Registered direct offering

Gross proceeds

US$3 million

Before placement agent commissions and other estimated expenses; excludes warrant exercises

Warrant exercise price

US$1.12 per Class A ordinary share

For each Warrant

Warrant exercise period

From issuance through the one-year anniversary

Each Warrant

Alternative cashless exercise

Up to 9 Class A ordinary shares per Warrant

Zero exercise price option

Expected closing

On or about September 29, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, warrant, cashless exercise, form f-3

4 terms

registered direct offering financial

"pricing of a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrant financial

"one warrant to purchase one Class A Ordinary Share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

cashless exercise financial

"pursuant to the alternative cashless exercise"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

form f-3 regulatory

"pursuant to a registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Hong Kong, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Magic Empire Global Limited (NASDAQ: MEGL) (the “Company”) today announced the pricing of a registered direct offering (the “Offering”) of 2,678,572 units (each a “Unit”) at an offering price of US$1.12 per Unit.

Each Unit consists of one Class A ordinary share of the Company, no par value (each, a “Class A Ordinary Share”) and one warrant to purchase one Class A Ordinary Share (or up to nine Class A Ordinary Shares pursuant to the alternative cashless exercise (zero exercise price option) (each, a “Warrant”). Each Warrant will have an exercise price of US$1.12 per Class A Ordinary Share and will be exercisable beginning on the issuance date and ending on the one-year anniversary of the issuance date.

The Company expects to receive aggregate gross proceeds of US$3 million from the Offering, before deducting placement agent commissions and other estimated expenses payable by the Company, excluding the exercise of any Warrant offered.

The Offering is expected to close on or about September 29, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this Offering for working capital and general corporate purposes.

Chaince Securities, LLC is acting as the Sole Placement Agent for the Offering.

The securities described above are being offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-298796), as amended, previously filed and declared effective by the U.S. Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a prospectus forming part of the effective registration statement. A final prospectus related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, from Chaince Securities, LLC at info@chaincesecurities.com.

About Magic Empire Global Limited

Established in 2016, Magic Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent financial advisory services; (iii) compliance advisory services; and (iv) corporate services. For more information, please visit the Company’s website at https://www.meglmagic.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this announcement. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:

Chaince Securities, LLC

1251 Avenue of the Americas, 41st Floor
New York, NY 10020
www.chaincesecurities.com
info@chaincesecurities.com

Magic Empire Global Limited

Suite 5A, 15/F, Sino Plaza
255-257 Gloucester Road
Causeway Bay, Hong Kong
Main Phone: + 852 2889 8778
www.meglmagic.com
Wangmei@megltech.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Magic Empire Global (MEGL) raising in its registered direct offering?

Magic Empire Global expects US$3 million in gross proceeds from 2,678,572 units priced at US$1.12 each. That amount excludes any warrant exercises and is before placement agent commissions and other estimated expenses.

How do the warrants in Magic Empire Global's (MEGL) offering work?

Each warrant permits the purchase of one Class A ordinary share at US$1.12, or up to nine shares through an alternative cashless exercise option with a zero exercise price. The warrants are exercisable from issuance through the one-year anniversary of issuance.