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Mega Fortune Co Ltd’s largest shareholder group has consolidated control of the company. Power Partner Capital Limited, its wholly owned subsidiary Mericorn Company Limited, and ultimate owner WANG Zixi now beneficially own 10,625,237 ordinary shares, representing about 77.27% of the company’s outstanding shares and voting power.
Mericorn directly holds 10,000,000 shares, while Power Partner holds 625,237 shares acquired in open‑market transactions on October 22, 2025. Power Partner became the 100% owner of Mericorn through a series of share purchase agreements, paying US$1,605,000 as a deposit to prior Mericorn shareholders and a total of US$5,350,000 (including US$535 and US$5,349,465) to acquire all Mericorn equity.
The filing also records significant board and management changes in January 2026. Several independent directors and senior executives resigned, and new independent directors and a new director were appointed, aligning governance with the new controlling shareholder group’s investment position.
Mega Fortune Company Limited reported significant leadership changes. On January 20, 2026, independent director PoTin Wong resigned. On January 21, 2026, independent director Wan Kwun Lun, director and Chief Financial Officer Chi Chuen Lai, and director and Chief Operating Officer Sin Yi Cheng resigned. Each resignation is stated as not due to any disagreement with the company’s operations, policies, or practices.
On the same date, the remaining board members elected Charles Lin and Chunyan Wang as independent directors and Longwai Lai as director. Mr. Longwai Lai was also appointed as the new Chief Financial Officer, bringing extensive finance and accounting experience from investment management firms and global accounting firms.
Mega Fortune Co Ltd director Wang Chunyan Alice has filed an initial ownership report showing an indirect position in the company’s ordinary shares. The filing lists 632,425 ordinary shares held indirectly through Leisure Stream Limited. This Form 3 does not report any new purchase or sale, only the existing indirect holdings.
Mega Fortune Co Ltd director Lai Long Wai has filed an initial ownership report showing an indirect stake in the company. The filing reports beneficial ownership of 465,395 Ordinary Shares held indirectly through DL International Holdings Limited. This is a Form 3, which establishes Lai Long Wai’s starting ownership position and does not report any recent share purchases or sales.
Mega Fortune Co Ltd filed an initial Form 3 insider report for director Lin Xiaodong. This filing identifies Lin as a director of the company but shows no reportable transactions or derivative positions, indicating that only the insider status is being recorded at this time.
Mega Fortune Company Limited files its Form 20-F for the year ended September 30, 2025, detailing its Cayman holding structure and Hong Kong-based IoT solutions business operated through QBS System.
The company reports consolidated revenue of approximately $3.25 million, $3.33 million and $11.09 million, and net gains of about $0.54 million, $0.40 million and $1.79 million for fiscal 2023, 2024 and 2025, respectively, but negative operating cash flow including a $12.00 million outflow in 2025. As of September 30, 2025, 13,750,000 Ordinary Shares were issued and outstanding. IoT Integration Solution Services generated $1.86 million, $1.85 million and $5.96 million, representing 57%, 56% and 54% of revenue over 2023–2025, leaving the business exposed if demand for these solutions weakens. The filing highlights intense IoT competition, heavy reliance on a small customer base (top five customers contributed up to 70% of 2025 revenue), the need for continued R&D and external financing, and key geopolitical and regulatory risks tied to Hong Kong’s status, evolving PRC oversight, cybersecurity and data rules, and the HFCA Act.
Mega Fortune Co Ltd received a new Schedule 13D from Power Partner Capital Limited, Mericorn Company Limited and WANG Zixi, disclosing control of the company. Mericorn directly owns 10,000,000 ordinary shares, which is about 72.73% of Mega Fortune’s issued and outstanding ordinary shares and voting power, based on 13,750,000 shares outstanding as of July 15, 2025. Mericorn is wholly owned by Power Partner Capital, which in turn is wholly owned by WANG Zixi, giving him beneficial ownership of the stake.
The filing explains that Power Partner Capital acquired 100% of Mericorn through a series of agreements in 2025–2026 with former Mericorn shareholders for total cash consideration of around US$6.95 million. Around the same time, multiple directors and senior executives of Mega Fortune resigned and three new directors, including two independent directors, were appointed, signaling a significant shift in ownership and board composition.
Mega Fortune Company Limited reported two corporate governance changes. Effective December 15, 2025, independent director Adrian Wong resigned from the board. The company states that his resignation was not due to any disagreement regarding its operations, policies, or practices.
The company also changed its independent registered public accounting firm. It decided not to reappoint WWC, P.C., which had audited its consolidated financial statements since the year ended September 30, 2022, and informed WWC on December 18, 2025. Mega Fortune engaged WSJ & PARTNERS as its new independent auditor for the fiscal year ended September 30, 2025. The company notes there were no adverse opinions, qualifications, disagreements, or reportable events with WWC during its engagement.
Mega Fortune Company Limited submitted a report stating that it has announced its financial results for the first half of the fiscal year ended March 31, 2025. The announcement was made on September 30, 2025 and is detailed in a press release furnished as Exhibit 99.1 to this report.