Magic Empire Global Ltd. (MEGL) may offer and sell up to U.S.$100,000,000 of Class A ordinary shares from time to time through Chaince Securities, LLC under an at-the-market sales agreement. The company is not obligated to make sales, and no assurance is given that sales will occur or as to their price, number or dates. Chaince Securities is the exclusive sales agent and will not purchase shares as principal.
Privately negotiated sales require the company’s prior written approval and disclosure in the prospectus supplement’s Plan of Distribution. The agent’s compensation is a 3.5% agency fee and a 1.0% non-accountable expense allowance on gross sales price. The company also bears transaction and related fees, which may be deducted before net proceeds are remitted; it plans to use net proceeds for working capital and general corporate purposes. Either party may terminate the offer-and-sale provisions on 10 business days’ prior written notice.
Magic Empire Global Ltd. may offer and sell up to $100,000,000 of Class A Ordinary Shares through an at-the-market program with Chaince Securities, LLC, subject to placement notices and the agreement’s terms. MEGL agreed to pay Chaince a commission equal to 3.5% of gross sales price and a non-accountable expense allowance equal to 1.0%. MEGL intends to use net proceeds for working capital and general corporate purposes. Offering expenses payable by MEGL, excluding commissions and the expense allowance, are approximately $110,000; there is no minimum offering amount. For illustration, the supplement assumes sales of 89,285,714 shares at $1.12 per share, the last reported sale price on September 28, 2026; actual share sales depend on prices and amounts sold.
Shareholders approved raising Class B voting rights from 20 votes to 100 votes per share on July 22, 2026. As of the supplement date, 1,000,000 Class B shares represented approximately 59.97% of total voting power. MEGL says it has no operations in Mainland China and operates only in Hong Kong, while identifying possible future PRC regulatory actions as a risk to its operations and securities offerings.
Magic Empire Global Ltd (MEGL) closed a registered direct offering of 2,678,572 units at US$1.12 per unit on September 30, 2026. Each unit includes one Class A ordinary share and one warrant. Each warrant has a US$1.12 exercise price and is exercisable from issuance through its one-year anniversary; under the alternative cashless exercise mechanism, it may be exercised for up to nine Class A ordinary shares.
The company received approximately US$3 million in gross proceeds, before placement agent commissions and other estimated offering expenses and excluding warrant exercises. It agreed to pay Chaince Securities, LLC a cash fee of 7.0% of aggregate gross proceeds, plus reasonable and documented out-of-pocket expenses. Net proceeds are intended for working capital and general corporate purposes.
Magic Empire Global Ltd (MEGL) is offering 2,678,572 units at $1.12 per unit, each consisting of one Class A ordinary share and one warrant, and registering up to 24,107,148 Class A ordinary shares issuable under the warrants. Each warrant has an initial $1.12 exercise price and is exercisable upon issuance until the one-year anniversary of issuance. Its zero exercise price option allows nine shares per warrant for no additional consideration; MEGL says it does not expect proceeds from warrant exercises overall.
MEGL estimates net proceeds of approximately $2.54 million, after placement-agent fees and estimated offering expenses, for working capital and general corporate purposes. Delivery is expected on or about September 29, 2026, subject to customary closing conditions. A holder and its affiliates may not exercise warrants if doing so would cause their ownership to exceed 4.99% of outstanding Class A shares immediately after exercise.
The prospectus estimates immediate net tangible book value dilution of $0.67 per Class A share for new investors. Class B shares carry 100 votes each versus one vote for Class A; holders of 1,000,000 Class B shares represented approximately 60.95% of total voting power. MEGL also describes uncertainty around future PRC regulatory actions affecting Hong Kong operations and securities offerings.
Magic Empire Global Ltd (MEGL) reports an administrative change to its corporate contact details. Effective September 15, 2026, the company moved its principal office to Suite 5A, 15/F, Sino Plaza, 255-257 Gloucester Road, Hong Kong, and updated its telephone number to +852 2889 8778.
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.