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 September 2023

 

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): ☐

 

 

 

 

 

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Magic Empire Global Limited Announces First Half 2023 Unaudited Financial Results

 

2

 

 

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: September 8, 2023 By: /s/ Sze Hon, Johnson Chen
    Sze Hon, Johnson Chen
    Chief Executive Officer

 

3

 

Exhibit 99.1

 

Magic Empire Global Limited Announces First Half 2023 Unaudited Financial Results

 

HONG KONG, September 8, 2023 — Magic Empire Global Limited (“MEGL” or the “Company”) (NASDAQ: MEGL), a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services, today announced its unaudited financial results for the six months ended June 30, 2023.

 

Overview:

 

  Revenue was approximately HK$6.1 million (US$0.8 million) for the six months ended June 30, 2023, representing a decrease of approximately 22.5% from the same period in 2022.
     
  Net income was approximately HK$0.7 million (US$0.1 million) for the six months ended June 30, 2023 (2022: approximately HK$1.5 million).

 

Six Month Financial Results Ended June 30, 2023

 

Revenue. Revenue decreased by approximately 22.5% from approximately HK$7.8 million for the six months ended June 30, 2022 to approximately HK$6.1 million (US$0.8 million) for the six months ended June 30, 2023. During the six months ended June 30, 2023, we completed one IPO sponsorship project and recognized relevant income. The increase in revenue from IPO sponsorship services was offset by a decrease in revenue from financial advisory and independent financial advisory services due to delay in several financial advisory projects for clients pursuing a listing in Nasdaq. Revenue from compliance advisory services decreased due to completion of several of our compliance advisory projects during the six months ended June 30, 2023.

 

Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately 15.6% from approximately HK$6.3 million for the six months ended June 30, 2022 to approximately HK$7.2 million (US$0.9 million) for the six months ended June 30, 2023, which was mainly due to (i) increase in staff costs from increase in payroll to our staff and fees to our independent directors; (ii) increase in travelling, accommodation and entertainment expenses due to increase in travelling for business development following the removal of travel restriction measures; (iii) increase in legal fee and other listing-related expenses.

 

Other income, net. Other net income increased by approximately HK$1.9 million from approximately HK$16,800 for the six months ended June 30, 2022 to approximately HK$1.9 million (US$0.2 million) for the six months ended June 30, 2023, which was mainly due to the increase in interest income resulting from the increase in bank interest rates and average cash balance.

 

Income tax expense. Income tax expense decreased to nil for the for the six months ended June 30, 2023 (six months ended June 30, 2022: approximately HK$133,000) as we have available tax losses brought forward.

 

Net income. Net income decreased by approximately HK$0.7 million to approximately HK$0.7 million (US$0.1 million), which was mainly due to the decrease in revenue.

 

Basic and diluted EPS. Basic and diluted EPS were approximately HK$0.04 (US$0.005) per ordinary share for the six months ended June 30, 2023, as compared to HK$0.1 (US$0.01) per ordinary share for the six months ended June 30, 2022, respectively.

 

 

 

 

About Magic Empire Global Limited

 

Magic Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory services and underwriting services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent financial advisory services; (iii) compliance advisory services; and (iv) underwriting services. For more information, visit the Company’s website at http://www.meglmagic.com.

 

Exchange Rate Information

 

This announcement contains translations of certain HK$ amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from HK$ to US$ were made at the rate of HK$7.8363 to US$1.00, the exchange rate on June 30, 2023 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.

 

Safe Harbor Statement

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.

 

Hong Kong:

 

Magic Empire Global Limited

Ms. Vivien Tai

Tel: +852 3577 8770

E-mail: meglir@giraffecap.com

 

 

 

 

MAGIC EMPIRE GLOBAL LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As of 
  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   HK$   HK$   US$ 
ASSETS               
Current assets:               
Cash   121,814,233    94,348,363    12,039,912 
Accounts receivable   1,988,403    881,562    112,497 
Interest receivables   515,287    522,065    66,621 
Deposits and prepayments   1,050,694    2,571,444    328,145 
Other receivables – related parties   96,700         
Tax recoverable   587,834    587,834    75,014 
                
Total current assets   126,053,151    98,911,268    12,622,189 
                
Non-current assets:               
Property and equipment, net       369,903    47,204 
Right-of-use assets   3,553,677    2,606,030    332,559 
Long-term investment   14,500,000    40,610,739    5,182,387 
                
Total non-current assets   18,053,677    43,586,672    5,562,150 
Total assets   144,106,828    142,497,940    18,184,339 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
Current liabilities:               
Accruals and other payables   1,068,185    109,794    14,010 
Contract liabilities   3,054,032    2,616,832    333,937 
Operating lease liabilities   1,904,725    1,952,842    249,205 
                
Total current liabilities   6,026,942    4,679,468    597,152 
                
Non-current liabilities:               
Operating lease liabilities   1,746,317    757,716    96,693 
Total non-current liabilities   1,746,317    757,716    96,693 
Total liabilities   7,773,259    5,437,184    693,845 
                
COMMITMENTS AND CONTINGENCIES               
SHAREHOLDERS’ EQUITY               
Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 20,256,099 shares outstanding as of December 31, 2022 and June 30, 2023 respectively   15,826    15,826    2,020 
Additional paid-in capital   138,662,858    138,662,858    17,694,940 
Accumulated deficits   (2,345,115)   (1,617,928)   (206,466)
Total shareholders’ equity   136,333,569    137,060,756    17,490,494 
Total liabilities and shareholders’ equity   144,106,828    142,297,940    18,184,339 

 

 

 

 

MAGIC EMPIRE GLOBAL LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

   For the six months ended 
  

June 30,

2022

  

June 30,

2023

  

June 30,

2023

 
   HK$   HK$   US$ 
REVENUE   7,849,116    6,081,430    776,059 
                
OPERATING EXPENSES:               
Selling, general and administrative expenses   (6,257,023)   (7,230,225)   (922,658)
Total operating expenses   (6,257,023)   (7,230,225)   (922,658)
                
INCOME FROM OPERATIONS   1,592,093    (1,148,795)   (146,599)
                
OTHER INCOME (EXPENSE)               
Interest income   97    1,957,509    249,800 
Other income   144,000    -    - 
Other expenses   (127,299)   (81,527)   (10,404)
Total other income, net   16,798    1,875,982    239,396 
                
INCOME BEFORE INCOME TAXES   1,608,891    727,187    92,797 
INCOME TAX EXPENSES   (132,734)   -    - 
NET INCOME   1,476,157    727,187    92,797 
                
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES               
Basic and diluted   15,000,000    20,256,099    20,256,099 
                
EARNINGS PER SHARE               
Basic and diluted   0.10    0.04    0.005 

 

 


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