UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
File Number: 001-41467
Magic
Empire Global Limited
Suite
5A, 15/F, Sino Plaza
255–257 Gloucester Road
Causeway Bay, Hong Kong
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Pricing
and Closing of Registered Direct Offering
On
September 28, 2026, Magic Empire Global Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”),
announced the pricing of a registered direct offering (the “Offering”) of an aggregate of 2,678,572
units (each, a “Unit” and collectively, the “Units”) at an offering price of US$1.12 per
Unit. Each Unit consists of (i) one Class A ordinary share of the Company, no par value (each, a “Class A Ordinary Share”),
and (ii) one warrant to purchase one Class A Ordinary Share, or up to nine Class A Ordinary Shares pursuant to the alternative cashless
exercise mechanism described therein (each, a “Warrant” and collectively, the “Warrants”). Each
Warrant has an exercise price of US$1.12 per Class A Ordinary Share and is exercisable beginning on the issuance date and ending
on the one-year anniversary thereof. The Units, the underlying Class A Ordinary Shares, and the Warrants are collectively referred to
herein as the “Securities.”
The
Offering was made pursuant to a securities purchase agreement (the “Purchase Agreement”) entered into between
the Company and certain investors.
The
Securities are being offered pursuant to an effective registration statement on Form F-3 (File No. 333-298796) that was initially filed
with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2026, and declared effective by the SEC
on September 17, 2026 (the “Registration Statement”). A final prospectus supplement relating to the Offering, together
with the accompanying base prospectus, was filed with the SEC on September 29, 2026 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended. The prospectus supplement and the accompanying base prospectus are available on the SEC’s website at www.sec.gov.
The
Company also entered into a placement agency agreement dated September 28, 2026 (the “Placement Agency Agreement”)
with Chaince Securities, LLC, which acted as the Sole Placement Agent (the “Placement Agent”) on a best-efforts basis
for this Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement Agent a cash fee equal to 7.0%
of the aggregate gross proceeds raised in the Offering and to reimburse the Placement Agent for its reasonable and documented out-of-pocket
expenses.
The
Offering closed on September 30, 2026. The Company received aggregate gross proceeds of approximately US$3 million from
the Offering, before deducting placement agent commissions and other estimated offering expenses. The Company intends to use the net
proceeds received from the Offering for working capital and general corporate purposes.
In
connection with the Offering, the Company issued a press release on September 28, 2026, announcing the pricing of the Offering and a
press release on September 30, 2026, announcing the closing of the Offering, respectively.
Copies
of (i) the form of Warrant, (ii) Opinion of Ogier, (iii) the Placement Agency Agreement, (iv) the form of the Purchase Agreement, (v)
the pricing press release, and (vi) the closing press release are attached hereto as Exhibits 4.1, 5.1, 10.1, 10.2, 99.1, and 99.2, respectively,
and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and
qualified in their entirety by, such documents.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, 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.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| |
|
|
| 5.1 |
|
Opinion of Ogier |
| |
|
|
| 10.1 |
|
Placement
Agency Agreement dated September 28, 2026 by and between the Company and the Placement Agent |
| |
|
|
| 10.2 |
|
Form of Securities Purchase Agreement |
| |
|
|
| 99.1 |
|
Press Release on Pricing of the Company’s Offering |
| |
|
|
| 99.2 |
|
Press Release on Closing of the Company’s Offering |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Magic
Empire Global Limited |
| |
|
|
| Date:
September 30, 2026 |
By: |
/s/
Shufen Huang |
| |
Name:
|
Shufen
Huang |
| |
Title: |
Chief
Executive Officer and Director |
Exhibit 99.1
Magic
Empire Global Limited Announces Pricing of US$3 Million Registered Direct Offering
Hong
Kong, September 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
Exhibit 99.2
Magic
Empire Global Limited Announces Closing of a US$3 Million Registered Direct Offering
Hong
Kong, September 30, 2026 (GLOBE NEWSWIRE) -- Magic Empire Global Limited (NASDAQ: MEGL) (the “Company”) today
announced the closing 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 has an exercise price of US$1.12 per Class A Ordinary Share and is
exercisable beginning on the issuance date and ending on the one-year anniversary of the issuance date.
Gross
proceeds to the Company were approximately US$3 million, before deducting placement agent commissions and other
estimated expenses payable by the Company, excluding the exercise of any Warrant offered.
The
Company intends to use the net proceeds from this Offering for working capital and general corporate purposes.
Chaince
Securities, LLC acted as the Sole Placement Agent for the Offering.
The
securities described above were 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”). The Offering
was made only by means of a prospectus forming part of the effective registration statement. The final prospectus related
to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic
copies of the final prospectus may be obtained 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 engages 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
