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
(Translation
of registrant’s name into English)
Suite
5A, 15/F, Sino Plaza
255–257 Gloucester Road
Causeway Bay, Hong Kong
(Address
of principal executive office)
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 ☐
Entry
into a Material Definitive Agreement in connection with At-the-Market Offering
On
September 30, 2026, Magic Empire Global Limited (the “Company”), a company incorporated under the laws of the British Virgin
Islands, entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with Chaince Securities, LLC, as exclusive
sales agent (the “Manager”), pursuant to which the Company may offer and sell, from time to time through the Manager,
Class A ordinary shares, no par value each (the “Class A Ordinary Shares”), of the Company (the Class A Ordinary Shares to
be sold pursuant to the Sales Agreement, the “Shares”). The offer and sale of the Shares, if any, will be made pursuant to
the Company’s shelf registration statement on Form F-3 (File No. 333-298796), including the base prospectus contained therein,
which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on September 8, 2026,
and was declared effective by the Commission on September 17, 2026, and as supplemented by the prospectus supplement, dated September
30, 2026, filed with the Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities
Act”), relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, (the “Prospectus Supplement”).
Pursuant to the Prospectus Supplement, the Company may offer and sell up to U.S.$100,000,000 of Shares.
Under
the Sales Agreement, subject to the terms of the Sales Notice defined in the Sales Agreement, the Manager may sell Shares by any
method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act. The
Manager will not purchase Shares as principal under the Sales Agreement. The Manager may also sell Shares in privately negotiated transactions
only with the Company’s prior written approval and if disclosed in the “Plan of Distribution” section of the Prospectus
Supplement (or a supplement thereto).
The
Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares
under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales
will take place.
The
compensation payable to the Manager as sales agent shall comprise (i) an agency fee equal to 3.5% of the aggregate gross sales
price of the Shares sold pursuant to the Sales Agreement; and (ii) a non-accountable expense allowance equal to 1.0% of the gross
sales price of the Shares sold. In addition, the Company bears all transaction, clearing, execution, DTC, transfer-agent, settlement,
governmental and self-regulatory organization fees and charges attributable to sales of Shares, which may be deducted from the gross
proceeds before remitting the net proceeds to the Company. The remaining proceeds, after deduction of the agency fee, the non-accountable
expense allowance and all such fees and charges, will constitute the net proceeds to the Company.
The
Sales Agreement shall remain in full force and effect until terminated in accordance with the Sales Agreement. Either party may terminate
the provisions relating to offers and sales in its sole discretion upon ten (10) business days’ prior written notice to the other
party. The Manager may also immediately suspend offers and sales or terminate the Sales Agreement upon written notice if the Manager
reasonably determines that there is or may be: (i) a regulatory, FINRA, Regulation M, anti-money-laundering or legal concern; (ii) an
inaccurate representation, warranty, certificate or financial record; (iii) an accounting discrepancy, unreconciled balance, undisclosed
liability or internal-control concern; (iv) possession of material nonpublic information; (v) unusual price, volume, promotional or trading
activity; (vi) a Material Adverse Effect, as defined in the Sales Agreement; (vii) a suspension, threatened delisting or other material
listing concern; (viii) a DTC, DWAC, clearing, transfer-agent or settlement failure; or (ix) a material reputational risk to the Manager.
In
addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Manager against certain
liabilities, including liabilities under the Securities Act. The Sales Agreement also contains customary representations and warranties
and conditions to the sale of the Shares pursuant thereto.
The
foregoing is not a complete description of the Sales Agreement and is qualified by reference to the full text and terms of the Sales
Agreement, which is filed as Exhibit 10.1 to this current report and incorporated herein by reference.
The
Company plans to use the net proceeds from this offering for working capital and general corporate purposes.
General
The
information contained in this Report on Form 6-K of the Company is hereby incorporated by reference into the Company’s Form F-3
(File No. 333-298796).
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall
there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
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.
| Date: September 30, 2026 |
Magic Empire Global Limited |
| |
|
|
| |
By: |
/s/
Shufen Huang |
| |
Name: |
Shufen Huang |
| |
Title: |
Chief Executive Officer and Director |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Ogier |
| 10.1 |
|
Sales Agreement, dated September 30, 2026 by and between Magic Empire Global Limited and Chaince Securities, LLC |
