5B share authorization and 100-vote Class B at Magic Empire (MEGL)

Rhea-AI Filing Summary

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.

Filing Explained

The 2026-07-27 filing records shareholder approvals and authorization for related filings, but does not report that the expanded authorized capacity has been issued; the disclosed change remains an approved capital ceiling and voting-rights resolution.

Key Figures

Prior authorized share capital: 600,000,000 shares New authorized share capital: 5,000,000,000 shares New Class A authorization: 2,333,333,333 Class A Ordinary Shares +4 more

7 metrics

Prior authorized share capital 600,000,000 shares Maximum authorized shares before the Increase of Authorised Shares resolution

New authorized share capital 5,000,000,000 shares Maximum authorized shares after shareholders supported the increase

New Class A authorization 2,333,333,333 Class A Ordinary Shares Portion of the 5,000,000,000 authorized shares allocated to Class A

New Class B authorization 166,666,667 Class B Ordinary Shares Portion of the 5,000,000,000 authorized shares allocated to Class B

New Non-voting authorization 2,500,000,000 Non-voting Ordinary Shares Portion of the 5,000,000,000 authorized shares allocated to Non-voting shares

Class B voting power 100 votes per share Each Class B Ordinary Share confers 100 votes after the variation of rights

Proposal 1 For votes 21,698,298 shares Votes cast in favor of increasing authorized share capital at the EGM

Key Terms

Class B Ordinary Shares, Non-voting Ordinary Shares, extraordinary meeting, memorandum and articles of association, +2 more

6 terms

Class B Ordinary Shares financial

"the rights of the Class B Ordinary Shares be varied such that each Class B"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Non-voting Ordinary Shares financial

"the Non-voting Ordinary Shares shall continue to confer no voting right"

extraordinary meeting financial

"held its extraordinary meeting of the holders of Class B ordinary shares"

An extraordinary meeting is a specially called gathering of a company’s shareholders or board held outside the regular schedule to decide urgent or significant matters, like major transactions, leadership changes, or amendments to company rules. Think of it as calling a town meeting when a big, time-sensitive decision arises; investors care because the outcomes can quickly change a company’s strategy, value, or governance and often require their vote or prompt attention.

memorandum and articles of association regulatory

"the fourth amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

Increase of Authorised Shares financial

"300,000,000 Non-voting Ordinary Shares (the “Increase of Authorised Shares”)"

Registrar of Corporate Affairs regulatory

"filings with the Registrar of Corporate Affairs in the British Virgin Islands"

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

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FAQ

What change to authorized share capital did Magic Empire Global (MEGL) shareholders vote for?

Shareholders backed increasing authorized share capital from 600,000,000 to 5,000,000,000 shares. The new maximum is divided into 2,333,333,333 Class A Ordinary Shares, 166,666,667 Class B Ordinary Shares and 2,500,000,000 Non-voting Ordinary Shares.

How did MEGL change the voting rights of its Class B ordinary shares?

Shareholders supported varying Class B rights so each Class B Ordinary Share now carries 100 votes. Class A Ordinary Shares continue to provide one vote per share, while Non-voting Ordinary Shares remain without any voting rights for their holders.

What were the results of the Class B Meeting on varying Class B rights at MEGL?

At the Class B Meeting, holders of Class B Ordinary Shares voted 1,000,000 shares For, with 0 Against and 0 Abstain. This related to granting each Class B share 100 votes while leaving other share classes’ voting rights unchanged.

How did MEGL shareholders vote on Proposal 1 to increase authorized shares?

For Proposal 1, shareholders cast 21,698,298 votes For, 40,665 Against and 3 Abstain. The resolution increased the maximum authorized shares to 5,000,000,000, with specified allocations among Class A, Class B and Non-voting Ordinary Shares.

What governance documents did Magic Empire Global (MEGL) adopt at the EGM?

Subject to prior resolutions, shareholders approved adopting a fourth amended and restated memorandum and articles of association. Proposal 3 received 21,649,009 votes For, 89,282 Against and 675 Abstain, replacing the existing third amended and restated memorandum and articles.

When and where were Magic Empire Global’s (MEGL) extraordinary meetings held?

The Class B Meeting and EGM were held at 10:00 a.m. Hong Kong time on July 22, 2026, at Suite 5A, 15/F, Sino Plaza, 255-257 Gloucester Road, Hong Kong, the company’s specified meeting location.

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 July 2026

Commission File Number: 001-41467

Magic Empire Global Limited

3/F, 8 Wyndham Street

Central, 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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Magic Empire Global Limited (the “Company” or “MEGL”) held its extraordinary meeting of the holders of Class B ordinary shares of no par value each (“Class B Meeting”), and extraordinary meeting of the shareholders of the Company (the “EGM”) at 10:00 a.m, Hong Kong time on July 22, 2026, at the Company’s office at Suite 5A, 15/F, Sino Plaza, 255-257 Gloucester Road, Hong Kong. The final voting results for each matter submitted to a vote of shareholders at the meetings are as follows:

Class B Meeting

Class B Proposal

By a resolution of members that the rights of the Class B Ordinary Shares be varied such that each Class B Ordinary Share shall confer upon a member the right to one hundred (100) votes (the “Variation of Class B Ordinary Shares Rights”); and each Class A ordinary share of no par value each of the Company (the “Class A Ordinary Shares”) shall continue to confer upon a member the right to one (1) vote and the non-voting ordinary shares of no par value each of the Company (the “Non-voting Ordinary Shares”) shall continue to confer no voting right to the holders thereof.

For(1)		Against(1)		Abstain(1)
1,000,000		0		0

EGM

Proposal 1

By a resolution of members that the authorized shares of the Company be and is hereby increased from a maximum of 600,000,000 shares of no par value each divided into (i) 280,000,000 Class A Ordinary Shares of no par value each; (ii) 20,000,000 Class B Ordinary Shares of no par value each and (iii) 300,000,000 Non-voting Ordinary Shares of no par value each to a maximum of 5,000,000,000 shares of no par value each divided into (i) 2,333,333,333 Class A Ordinary Shares of no par value each; (ii) 166,666,667 Class B Ordinary Shares of no par value each and (iii) 2,500,000,000 Non-voting Ordinary Shares of no par value each by the creation of an aggregate of 4,400,000,000 shares of no par value each consisting of 2,053,333,333 Class A Ordinary Shares, 146,666,667 Class B Ordinary Shares and 2,200,000,000 Non-voting Ordinary Shares (the “Increase of Authorised Shares”).

For(1)		Against(1)		Abstain(1)
21,698,298		40,665		3

Proposal 2

By a resolution of members that the rights of the Class B Ordinary Shares be varied such that each Class B Ordinary Share shall confer upon a member the right to one hundred (100) votes; and each Class A Ordinary Share shall continue to confer upon a member the right to one (1) vote and the Non-voting Ordinary Shares shall continue to confer no voting right to the holders thereof.

For(1)		Against(1)		Abstain(1)
21,649,157		89,289		520

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Proposal 3

By a resolution of members that, subject to and conditional upon the approval for the Increase of Authorised Shares and the Variation of Class B Ordinary Shares Rights (including approval by holders of Class B Ordinary Shares) above, the fourth amended and restated memorandum and articles of association of the Company (the “Amended M&A”) as set forth in Appendix A be and hereby is approved and adopted, in substitution for, and to the exclusion of, the existing third amended and restated memorandum and articles of association of the Company.

For(1)		Against(1)		Abstain(1)
21,649,009		89,282		675

Proposal 4

By a resolution of members that, subject to and conditional upon the approval for the Increase of Authorised Shares, the Variation of Class B Ordinary Shares Rights (including approval by holders of Class B Ordinary Shares) and the adoption of the Amended M&A above, any one or more of the directors (the “Directors”) and officers of the Company be and is hereby authorized to do all such acts and things and execute and deliver all such documents, which are ancillary to the Increase of Authorised Shares, the Variation of Class B Ordinary Shares Rights and the adoption of the Amended M&A, including but not limited to, making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing resolutions; the registered agent of the Company be instructed to make all necessary filings with the Registrar of Corporate Affairs in the British Virgin Islands in connection with the Increase of Authorised Shares, the Variation of Class B Ordinary Shares Rights and the adoption of the Amended M&A, and the passing of the foregoing resolutions of members; and (if necessary) the Company’s transfer agent be instructed to update the shareholder lists of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any Director be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.

For(1)		Against(1)		Abstain(1)
21,657,873		81,066		27

Proposal 5

By a resolution of members that,

(i) one or more consolidations of the Company’s issued and unissued Class A Ordinary Shares, Class B Ordinary Shares and Non-voting Ordinary Shares, each of no par value (each a “Share Consolidation”, collectively, the “Share Consolidations”) at a ratio and from an effective date that may be determined by the Board in its absolute discretion within two (2) years after the date of passing of these resolutions of members with such consolidated Class A Ordinary Shares, Class B Ordinary Shares and Non-voting Ordinary Shares being subject to the rights and obligations as set out in the then effective memorandum and articles of association of the Company be and is hereby approved and authorized, provided that the accumulative consolidation ratio for all such share consolidation(s) shall be no greater than 2,000-for-1 (the “Range”);

(ii) any fractional shares resulting from the Share Consolidation(s) be rounded up to the nearest whole share; and

(iii) the Board be authorized to do all such acts and things and execute all such documents, including under seal where applicable, as the Board considers necessary or desirable to give effect to the Share Consolidation(s) and the transactions contemplated thereby, including fixing the exact ratio within the Range and the exact effective date of the Share Consolidation(s) and instructing the registered agent and/or the transfer agent of the Company (as the case may be) to complete the necessary corporate records and filings to reflect the Share Consolidation(s).

For(1)		Against(1)		Abstain(1)
21,657,392		81,031		544

Proposal 6

By a resolution of members that the chairman of the EGM be and hereby is authorized to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve Proposal One to Proposal Five above.

For(1)		Against(1)		Abstain(1)
21,647,763		90,672		531

⁽¹⁾ Number of ordinary shares rounded to the nearest whole figure, due to certain shareholder holding fractional shares.

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SIGNATURES

Pursuant to the requirements of the Securities and 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: July 27, 2026	By:	/s/ Shufen Huang
		Shufen Huang
		Chief Executive Officer

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