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Magic Empire Global Limited (MEGL) has filed a Form F-3 shelf registration to offer, from time to time, up to $200,000,000 of Class A ordinary shares, debt securities, warrants, rights and units. Any specific issuance, pricing and structure will be detailed in future prospectus supplements.
The company’s Class A ordinary shares trade on Nasdaq under “MEGL”; on September 3, 2026, the price was $1.26, with a public float of about $78.7 million based on 62,425,800 non-affiliate Class A shares. MEGL uses a dual-class share structure, where Class A has one vote per share and Class B has 100 votes per share.
Operations are based in Hong Kong, focused on IPO sponsorship, financial advisory, compliance advisory and corporate services. The company emphasizes extensive PRC/Hong Kong regulatory and political risk, including potential PRC intervention, CSRC filing regimes, CAC cybersecurity review rules and HFCAA-related audit inspection risks, any of which could materially affect operations or the value and tradability of its securities.
Magic Empire Global Ltd (MEGL) entered into a Securities Purchase Agreement with non‑U.S. investors for a Regulation S private placement. The company agreed to issue 40,000,000 Class A ordinary shares at US$0.168 per share, for aggregate gross proceeds of US$6,720,000; completion occurred on August 25, 2026.
The per‑share price represents 15% of the prior trading day’s closing price of MEGL’s Class A shares. As of the agreement date, 24,064,050 Class A and 1,000,000 Class B ordinary shares were issued and outstanding, so the new issuance will more than double the Class A share count. Net proceeds are to be used for working capital and general corporate purposes, and may not be used to redeem shares or in ways that would violate FCPA or OFAC rules. Payments can be made in USD, USDC, USDT, or Bitcoin, subject to board‑approved valuation and AML/sanctions checks.
Magic Empire Global Limited reports completion of a previously disclosed private equity financing. On July 20, 2026, the company entered into a Securities Purchase Agreement with certain purchasers to conduct a private placement of its Class A ordinary shares.
Under this agreement, the company issued and sold 20,000,000 Class A ordinary shares at a purchase price of $0.25 per share, representing an aggregate amount of $5,000,000 of securities. Completion of the transaction occurred on July 20, 2026. A form of the Securities Purchase Agreement is incorporated by reference as an exhibit.
Magic Empire Global Limited entered into a definitive Securities Purchase Agreement for a private placement of 20,000,000 Class A ordinary shares, for an aggregate purchase price of US$5,000,000 at US$0.25 per share. The per share price represents 21.46% of the closing price of its Class A ordinary shares on the trading day immediately before signing, and the transaction relies on Regulation S for sales to non‑U.S. persons.
Closing will occur after required notifications to Nasdaq and other regulators are completed and applicable waiting periods expire or are waived. The company may receive the purchase price in USD wire transfer or in USDC, USDT or BTC, with valuation methods approved by its board. Net proceeds are earmarked for working capital and general corporate purposes and may not be used to redeem ordinary shares or equivalents or in ways that would violate FCPA or OFAC rules. As disclosed in its April 10, 2026 Form 20‑F, the company was authorized to issue 600,000,000 shares and had 4,064,050 Class A and 1,000,000 Class B ordinary shares outstanding; these figures describe existing capitalization, not the amount being sold.
Magic Empire Global Limited held extraordinary meetings in Hong Kong on July 22, 2026, where holders of Class B ordinary shares and all shareholders voted on changes to share capital and governance. Votes were strongly in favor across all proposals presented.
Shareholders supported increasing authorized share capital from 600,000,000 to 5,000,000,000 shares, reallocating it among Class A, Class B and Non-voting Ordinary Shares. They also backed varying Class B rights so each Class B share carries 100 votes, while Class A shares continue to carry one vote and Non-voting Ordinary Shares remain without voting rights. Conditional on these approvals, a fourth amended and restated memorandum and articles of association was adopted and directors were authorized to implement the changes.
Magic Empire Global Ltd reports that Wang Mei (Mary), its Chief Financial Officer, is now identified as an officer subject to insider reporting through an initial ownership statement.
The information shows no transactions, share holdings, or derivative positions in the data provided, and overall insider trading activity is neutral.
Magic Empire Global Limited is asking shareholders to approve major changes to its capital structure and governance at a Class B holders’ meeting and an extraordinary general meeting on July 22, 2026 in Hong Kong.
Proposal One would increase authorized share capital from 600,000,000 shares (including 280,000,000 Class A, 20,000,000 Class B and 300,000,000 non-voting shares) to 5,000,000,000 shares, divided into 2,333,333,333 Class A, 166,666,667 Class B and 2,500,000,000 non-voting shares, by creating 4,400,000,000 additional shares. A separate Class B Proposal and Proposal Two would vary Class B rights so that each Class B Ordinary Share carries 100 votes, while each Class A share continues to carry one vote and non-voting shares carry none.
Shareholders are also being asked to adopt a fourth amended and restated memorandum and articles of association reflecting these changes, authorize directors to implement them, and give the Board flexibility to implement one or more future share consolidations with an overall ratio of up to 2,000-for-1, with fractional shares rounded up. Holders of record at the June 30, 2026 record date, when 4,064,050 Class A shares and 1,000,000 Class B shares were outstanding, are entitled to vote. The Board unanimously recommends votes “FOR” all proposals.
Magic Empire Global Ltd disclosed that a group of reporting persons led by individual investor Xu Xiaoxi and several entities has acquired significant holdings in its Class A and Class B ordinary shares. Under a Share Purchase Agreement dated May 22, 2026, they purchased 1,638,250 Class A shares and 1,000,000 Class B shares, with closing on June 11, 2026.
Individually, Xu Xiaoxi reports beneficial ownership of 342,973 shares, Fu Kam Holdings Limited 1,002,535 shares, Easefound Investment Limited 527,650 shares, Jiming International Trade Company Limited 395,737 shares, and Quick Cash Technology Limited 369,355 shares. The reported individual stakes range from 6.77% to 19.80% of the Class A share class on an as-converted basis, reflecting a multi-holder block with enhanced voting influence through high-vote Class B shares.
Magic Empire Global Ltd director and Chief Executive Officer Huang Shufen has filed an initial Form 3 disclosing her ownership in the company. She reports direct holdings of 380,000 shares of Class B stock and 622,535 shares of Class A stock following the reported positions.
Magic Empire Global Ltd director Feng Jingxin has filed an initial statement of ownership, reporting direct holdings in both share classes. The filing shows 200,000 Class B shares and 313,100 Class A shares held directly. This Form 3 reflects existing positions rather than a new buy or sell transaction.