| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, par value $0.000001 per share |
| (b) | Name of Issuer:
Mega Fortune Co Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 327 3/F 16W 16, Science Park West Avenue, Shatin, New Territories,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
|
| (a) | This statement on Schedule 13D is being jointly filed by Power Partner Capital Limited ("PPCL"), Mericorn Company Limited ("Mericorn") and WANG Zixi (together with PPCL and Mericorn, the "Reporting Persons"). |
| (b) | The business address of PPCL is Room 18, 27/F, Ho King Commercial Centre, 2-16 Fayuen Street, Mongkok, Kowloon, Hong Kong. The business address of Mericorn is Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands. The business address of WANG Zixi is 12F, St. John's Building, 33 Garden Road, Hong Kong. |
| (c) | The principal business of PPCL is investment holding.
The principal business of Mericorn is investment holding.
WANG Zixi serves as the Chief Investment Officer of PPCL. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. |
| (f) | PPCL is a limited company incorporated under the laws of Hong Kong. Mericorn is a limited company incorporated under the laws of the British Virgin Islands. WANG Zixi is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Item 4 and Item 5 is hereby incorporated by reference into this Item 3.
The Reporting Persons financed the Transaction (as defined below) with working capital on hand. |
| Item 4. | Purpose of Transaction |
| | The information set forth in Item 5 is hereby incorporated by reference into this Item 4.
On September 30, 2025, PPCL and Ip Tsz Ying, Tin Sze Wai, Tam Tak Seng and Wong Ka Ki (collectively, the "Mericorn Shareholders") entered into a deposit agreement (the "Deposit Agreement"). Pursuant to the Deposit Agreement, PPCL paid an aggregate deposit of US$1,605,000 to the Mericorn Shareholders, and each of the Mericorn Shareholders agreed to initiate good-faith negotiations for the sale of its entire equity interest in Mericorn following expiry of certain lock-up restrictions applicable to such equity securities.
On December 8, 2025, PPCL and Choo Wai Hang entered into a share purchase agreement (the "Choo Agreement"). Pursuant to the Choo Agreement, Choo Wai Hang sold its entire equity interests in Mericorn to PPCL for an aggregate consideration of US$535, representing 0.01% of Mericorn's equity immediately prior to the transactions contemplated under the Choo Agreement (the "Choo Transaction"). The Choo Transaction was closed on December 8, 2025.
On January 21, 2026, PPCL, Mericorn, and the Mericorn Shareholders entered into a share purchase agreement (the "Agreement"). Pursuant to the Agreement, each of the Mericorn Shareholders sold its entire equity interests in Mericorn to PPCL for an aggregate consideration of US$5,349,465, representing 99.99% of Mericorn's equity immediately prior to the transactions contemplated under the Agreement (the "Transaction"). The Transaction was closed on January 26, 2026. Effective January 20, 2026, Mr. PoTin Wong ("Mr. Wong") resigned as an independent director of the Issuer. Effective January 21, 2026, Mr. Wan Kwun Lun ("Mr. Wan") resigned as an independent director, Mr. Chi Chuen Lai ("Mr. Lai") resigned as a director and the Chief Financial Officer, and Ms. Sin Yi Cheng resigned as a director and the Chief Operating Officer of the Issuer. Also effective January 21, 2026, the remaining members of the board of directors of the Issuer elected Mr. Charles Lin as an independent director to fill the vacancy resulting from Mr. Wong's resignation, Ms. Chunyan Wang as an independent director to fill the vacancy resulting from Mr. Wan's resignation, and Mr. Long Wai Lai as a director to fill the vacancy resulting from Mr. Lai's resignation.
The composition of the board of directors and its members may be further changed from time to time in accordance with the Issuer's then-effective memorandum and articles of association.
The Reporting Persons acquired beneficial ownership of the ordinary shares as described in this Schedule 13D (the "Ordinary Shares") as a result of the aforementioned transactions. The Reporting Persons acquired beneficial ownership of the Ordinary Shares for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the Ordinary Shares, conditions in the securities markets, and general economic and industry conditions. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Ordinary Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.
Other than the foregoing, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
Mericorn directly owns 10,000,000 ordinary shares of the Issuer, representing approximately 72.73% of the Issuer's total issued and outstanding ordinary shares and approximately 72.73% of the total voting power.
Mericorn is 100% owned by PPCL, and WANG Zixi is the sole shareholder of PPCL. Consequently, WANG Zixi is deemed to beneficially own the Ordinary Shares held by Mericorn.
The percentage of beneficial ownership of each Reporting Persons is based on 13,750,000 ordinary shares of the Issuer outstanding as of July 15, 2025. Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the ordinary shares of the Issuer as a single class. |
| (b) | Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of the Issuer reported in this Schedule 13D. |
| (c) | The information set forth in Item 4 is hereby incorporated by reference into this Item 5.
During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any other transactions in the Ordinary Shares except as reported herein. |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D is incorporated by reference.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: Joint Filing Agreement dated January 26, 2026 by and among the Reporting Persons
Exhibit 2: Deposit Agreement dated September 30, 2025 by and among PPCL and the Mericorn Shareholders
Exhibit 3: Share Purchase Agreement dated December 8, 2025 by and between PPCL and Choo Wai Hang
Exhibit 4: Share Purchase Agreement dated January 21, 2026 by and among PPCL, Mericorn, and the Mericorn Shareholders |
