MEGL Magic Empire Global Limited

 

 

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

 

 

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

 

 

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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