Magic Software (MGIC) says Matrix reverse merger is nearly complete, awaiting final certificate

Rhea-AI Filing Summary

Magic Software Enterprises Ltd. reports that nearly all conditions for its planned reverse triangular merger with Matrix I.T Ltd. and Magitrix Ltd. under the November 3, 2025 agreement have been satisfied. The remaining step is receipt of the merger certificate from the Israeli Registrar of Companies.

The company states that the merger is on track to close in the coming weeks, subject to this final approval. It refers investors to its November 3, 2025 proxy statement for more details and cautions that forward-looking statements, including expectations about closing timing, are subject to various risks and uncertainties.

Insights

Cross-border M&A and regulatory process analyst

Magic Software says its Matrix merger is nearly complete, pending a final Israeli corporate approval.

Magic Software Enterprises indicates that conditions precedent for its reverse triangular merger with Matrix I.T Ltd. and Magitrix Ltd. under the November 3, 2025 agreement have been met, aside from the merger certificate from the Israeli Registrar of Companies.

This means regulatory, tax and other contractual requirements, including an Israel Tax Authority ruling, are described as satisfied. The remaining certificate is a formal step in Israeli corporate procedure but remains a gating item, so timing still depends on the Registrar’s processing and any related administrative review.

The company states the merger is on track to close in the coming weeks and flags this as a forward-looking statement subject to risks. Future disclosures in company filings may provide confirmation of the certificate’s receipt and the actual closing date once those events occur.

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 0-19415

MAGIC SOFTWARE ENTERPRISES LTD.

(Translation of Registrant’s name into English)

Terminal Center, 1 Yahadut Canada Street, Or-Yehuda, Israel 6037501

(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 ☐

MAGIC SOFTWARE ENTERPRISES LTD. (the “Company”)

Further to the Company’s prior disclosures regarding the reverse triangular merger contemplated by the merger agreement dated November 3, 2025, by and among the Company, Matrix I.T Ltd. (“Matrix”) and Magitrix Ltd. (the “Merger”), the parties have satisfied the conditions precedent to the closing of the Merger, including the receipt of the Israel Tax Authority tax ruling, except the receipt of the merger certificate from the Israeli Registrar of Companies is still pending. The Merger in on track to close in the coming weeks.

For additional details please refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on November 3, 2025.

Forward Looking Statements

Certain matters discussed in this report are forward-looking statements that involve a number of risks and uncertainties including, but not limited to, the receipt of the merger certificate from the Registrar of Companies and the expected date of the closing of the Merger Transaction, general economic conditions, and other risk factors detailed in the Company’s annual report and other filings with the United States Securities and Exchange Commission. Our expectations and beliefs regarding these matters may not materialize, and actual results or events in the future are subject to risks and uncertainties that could cause actual results or events to differ materially from those projected. The forward-looking statements are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

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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 SOFTWARE ENTERPRISES LTD.
	By:	/s/ Asaf Berenstin
	Name:	Asaf Berenstin
	Title:	Chief Financial Officer

Dated: February 5, 2026

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FAQ

What merger did Magic Software Enterprises (MGIC) update in its latest 6-K?

Magic Software updated investors on its planned reverse triangular merger involving Matrix I.T Ltd. and Magitrix Ltd. The merger is based on an agreement dated November 3, 2025, and the company reports that most closing conditions under that agreement have already been satisfied.

Which merger conditions for Magic Software’s deal with Matrix I.T Ltd. have been satisfied?

Magic Software states that the parties have satisfied the conditions precedent to closing the merger, including obtaining a tax ruling from the Israel Tax Authority. The only remaining condition mentioned is receipt of a merger certificate from the Israeli Registrar of Companies before the transaction can close.

What is the remaining approval needed for Magic Software’s merger to close?

The remaining step for closing Magic Software’s merger is receipt of a merger certificate from the Israeli Registrar of Companies. This certificate is described as the only outstanding condition, with other prerequisites, including an Israel Tax Authority ruling, already met according to the company’s disclosure.

When does Magic Software expect its merger with Matrix to close?

Magic Software states that the merger is on track to close in the coming weeks. This timing expectation is forward-looking and depends on receiving the merger certificate from the Israeli Registrar of Companies, so actual closing could differ based on regulatory or administrative developments.

Where can investors find more details on Magic Software’s merger transaction?

Investors are directed to Magic Software’s proxy statement filed on November 3, 2025 for additional merger details. That document is referenced as containing more comprehensive information about the reverse triangular merger structure, the parties involved, and the terms governing the proposed combination.

What risks does Magic Software highlight regarding its merger and outlook?

Magic Software notes that statements about receiving the merger certificate and the expected closing date are forward-looking and involve risks. It cites general economic conditions and other risk factors discussed in its annual report and additional filings as reasons actual outcomes could differ materially from current expectations.