Major Magic Empire Global Ltd (MEGL) holder exits stake after share sale

Rhea-AI Filing Summary

Magic Empire Global Ltd’s major shareholder Chen Sze Hon Johnson has exited his position, reporting beneficial ownership of 0 shares, or 0% of the class. He entered a share purchase agreement on May 22, 2026 to sell 640,750 Class A ordinary shares and 400,000 Class B ordinary shares, which closed on June 11, 2026. The filing states the Class A shares were sold at 0.7533 per share and the Class B shares at 15.0659 per share.

Insights

Equity ownership and governance analyst

Large MEGL holder reports complete exit via negotiated share sale.

The reporting person, Chen Sze Hon Johnson, previously significant enough to file on Schedule 13D, now reports beneficial ownership of 0 shares, representing 0% of the class. This follows a share purchase agreement covering 640,750 Class A and 400,000 Class B ordinary shares.

The agreement was signed on May 22, 2026 and closed on June 11, 2026, with stated prices of 0.7533 per Class A share and 15.0659 per Class B share. The filing does not detail the buyer or any ongoing governance arrangements, so the implications for voting control depend on who acquired these shares.

This amendment primarily updates public records of ownership and confirms the seller’s exit. Future company disclosures may clarify how the redistributed Class A and Class B holdings affect control dynamics and any change in influence among remaining shareholders.

Key Figures

Class A shares sold: 640,750 shares Class B shares sold: 400,000 shares Class A sale price: 0.7533 per share +5 more

8 metrics

Class A shares sold 640,750 shares Aggregate Class A ordinary shares sold under share purchase agreement

Class B shares sold 400,000 shares Aggregate Class B ordinary shares sold under share purchase agreement

Class A sale price 0.7533 per share Stated sale price for Class A ordinary shares

Class B sale price 15.0659 per share Stated sale price for Class B ordinary shares

Beneficial ownership after sale 0.00 shares Aggregate amount beneficially owned by reporting person after transaction

Percent of class owned 0% Percent of class represented by shares beneficially owned after sale

Date of event June 11, 2026 Date of event requiring filing; closing of share purchase agreement

Agreement signing date May 22, 2026 Date share purchase agreement was entered

Key Terms

Schedule 13D, share purchase agreement, Class A Ordinary Shares, Class B ordinary shares, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

share purchase agreement financial

"entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which the Report Person sold"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Class A Ordinary Shares financial

"Title of Class of Securities: Class A Ordinary Shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"sold an aggregate of 640,750 class A ordinary shares with no par value and 400,000 Class B ordinary shares"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 0.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Magic Empire Global Ltd

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G5865E121

(CUSIP Number)

Chen Sze Hon Johnson
3/F, 8 Wyndham Street, Central
Hong Kong, K3, 00000
852-3577 8770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G5865E121

1

Name of reporting person

Chen Sze Hon Johnson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: Magic Empire Global Ltd
(c)	Address of Issuer's Principal Executive Offices: 3/F, 8 Wyndham Street, Central, Hong Kong, HONG KONG , 00000.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On May 22, 2026, the Reporting Person entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which the Report Person sold an aggregate of 640,750 class A ordinary shares with no par value and 400,000 Class B ordinary shares with no par value of the Issuer. The Closing of the Share Purchase Agreement was on June 11, 2026. The foregoing descriptions of the Share Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Purchase Agreement, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 11 and 13 of the cover pages to this Amendment No. 6 are incorporated herein by reference.
(b)	The responses to Items 7 to 10 of the cover pages to this Amendment No. 6 are incorporated herein by reference.
(c)	During the past 60 days, the Report Person sold an aggregate of 640,750 Class A ordinary shares and 400,000 Class B ordinary shares at 0.7533 per share and 15.0659 per share, respectively.
(e)	June 11, 2026
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1* - Share Purchase Agreement * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chen Sze Hon Johnson

Signature:	/s/ Chen Sze Hon Johnson
Name/Title:	Chen Sze Hon Johnson
Date:	06/15/2026

FAQ

What change in ownership does this Schedule 13D/A report for MEGL?

The filing shows Chen Sze Hon Johnson now beneficially owns 0 shares, or 0% of Magic Empire Global Ltd’s equity. This reflects the sale of his previously reported holdings under a share purchase agreement that closed on June 11, 2026.

How many Magic Empire Global (MEGL) shares were sold by the reporting person?

The reporting person sold 640,750 Class A ordinary shares and 400,000 Class B ordinary shares. These sales were executed under a share purchase agreement entered on May 22, 2026 and closed on June 11, 2026.

At what prices were the Magic Empire (MEGL) shares sold in this transaction?

The Schedule 13D/A states Class A ordinary shares were sold at 0.7533 per share, while Class B ordinary shares were sold at 15.0659 per share. These prices applied to the aggregate stakes sold under the share purchase agreement.

When did the share purchase agreement related to MEGL close?

The filing reports that the share purchase agreement closed on June 11, 2026. This closing date is when the sale of 640,750 Class A shares and 400,000 Class B shares by the reporting person became effective.

What is Exhibit 99.1 referenced in the Magic Empire (MEGL) Schedule 13D/A?

Exhibit 99.1 is the Share Purchase Agreement under which the reporting person sold 640,750 Class A and 400,000 Class B ordinary shares. The amendment notes that its summary is qualified in its entirety by reference to this exhibit.