Magic Empire Global Ltd 6-K, filed Dec 9, 2022
Magic Empire Global Ltd (MEGL)
About this 6-K
Magic Empire Global Ltd filed this 6-K on December 9, 2022.
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 December 2022
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 2022 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: December 9, 2022 | By: | /s/ Sze Hon, Johnson Chen |
| Sze Hon, Johnson Chen | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Magic Empire Global Limited Announces First Half 2022 Unaudited Financial Results
HONG KONG, December 9, 2022 — 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, 2022.
Overview:
| ● | Revenue was approximately HK$7.8 million (US$1.0 million) for the six months ended June 30, 2022, representing an increase of approximately 7.2% from the same period in 2021 |
| ● | Net income was approximately HK$1.5 million (US$0.2 million) for the six months ended June 30, 2022 (2021: approximately HK$39,000) |
Six Month Financial Results Ended June 30, 2022
Revenue. Revenue increased by approximately 7.2% from approximately HK$7.3 million for the six months ended June 30, 2021 to approximately HK$7.8 million (US$1.0 million) for the six months ended June 30, 2022, which was mainly due to the increase in revenue recognised for our financial advisory services.
Selling, general and administrative expenses. Selling, general and administrative expenses decreased by approximately 13.5% from approximately HK$7.2 million for the six months ended June 30, 2021 to approximately HK$6.3 million (US$0.8 million) for the six months ended June 30, 2022, which was mainly due to the decrease in our staff costs as a result of the reduction in the number of headcounts.
Other income/(expense), net. Other net income was approximately HK$17,000 (US$2,000) for the six months ended June 30, 2022, mainly represented government grant of HK$144,000 (approximately US$18,000) net of interest on lease liabilities of approximately HK$127,000 (US$16,000). Our net other expense was approximately HK$46,000 for the six months ended June 30, 2021, mainly represented interest on lease liabilities.
Income tax expense. Income tax expense increased from HK$3,525 for the six months ended June 30, 2021 to approximately HK$0.1 million (US$0.02 million) for the six months ended June 30, 2022, which was in line with the increase in our income before income tax.
Net income. Net income increased from approximately HK$0.04 million to approximately HK$1.5 million (US$0.2 million), which was mainly due to the combined effects of the increase in revenue and the decrease in staff costs.
Basic and diluted EPS. Basic and diluted EPS were approximately HK$0.10 (US$0.01) per ordinary share for the six months ended June 30, 2022, as compared to HK$0.00 (US$0.00) per ordinary share, for the six months ended June 30, 2021, respectively.
Recently Completed Initial Public Offering
On August 10, 2022, the Company closed its initial public offering (the “Offering”) of 5,000,000 ordinary shares at a price of $4.00 per share. The aggregate gross proceeds from the Offering were US$20 million, before deducting underwriting discounts and other related expenses. The ordinary shares of the Company began trading on the Nasdaq Capital Market on August 5, 2022 under the ticker symbol “MEGL.”
About Magic Empire Global Limited
Magic Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory services and underwriting services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent financial advisory services; (iii) compliance advisory services; and (iv) underwriting services. For more information, visit the Company’s website at http://www.meglmagic.com.
Exchange Rate Information
This announcement contains translations of certain HK$ 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$7.8472 to US$1.00, the exchange rate on June 30, 2022 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
Hong Kong:
Magic Empire Global Limited
Ms. Vivien Tai
Tel: +852 3577 8770
E-mail: meglir@giraffecap.com
MAGIC EMPIRE GLOBAL LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||||||
December
31, | June
30, | June
30, | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | 11,686,838 | 6,370,304 | 811,793 | |||||||||
| Accounts receivable | 5,180,709 | 5,648,465 | 719,806 | |||||||||
| Deferred initial public offering (“IPO”) cost | 1,870,775 | 2,271,160 | 289,423 | |||||||||
| Deposits and prepayments | 1,053,270 | 1,042,694 | 132,875 | |||||||||
| Total current assets | 19,791,592 | 15,332,623 | 1,953,897 | |||||||||
| Non-current assets: | ||||||||||||
| Property and equipment, net | 62,683 | — | — | |||||||||
| Right-of-use assets | 5,448,971 | 4,501,324 | 573,622 | |||||||||
| Deferred tax assets | 391,820 | 391,820 | 49,931 | |||||||||
| Total non-current assets | 5,903,474 | 4,893,144 | 623,553 | |||||||||
| Total assets | 25,695,066 | 20,225,767 | 2,577,450 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accruals and other payables | 326,846 | 7,000 | 892 | |||||||||
| Other payables – related parties | 10,903,300 | 9,903,300 | 1,262,017 | |||||||||
| Contract liabilities | 3,250,604 | 2,386,968 | 304,181 | |||||||||
| Operating lease liabilities | 1,812,018 | 1,857,793 | 236,746 | |||||||||
| Taxes payables | 242,393 | 375,127 | 47,804 | |||||||||
| Total current liabilities | 16,535,161 | 14,530,188 | 1,851,640 | |||||||||
| Non-current liabilities: | ||||||||||||
| Operating lease liabilities | 3,651,042 | 2,710,559 | 345,417 | |||||||||
| Total non-current liabilities | 3,651,042 | 2,710,559 | 345,417 | |||||||||
| Total liabilities | 20,186,203 | 17,240,747 | 2,197,057 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 15,000,000 shares outstanding as of December 31, 2021 and June 30, 2022 respectively* | 11,700 | 11,700 | 1,491 | |||||||||
| Retained earnings | 5,497,163 | 2,973,320 | 378,902 | |||||||||
| Total shareholders’ equity | 5,508,863 | 2,985,020 | 380,393 | |||||||||
| Total liabilities and shareholders’ equity | 25,695,066 | 20,225,767 | 2,577,450 | |||||||||
* Giving retroactive effect to the 150,000-for-1 share split effected on July 15, 2021.
MAGIC EMPIRE GLOBAL LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| For the six months ended | ||||||||||||
June 30, 2021 | June 30, 2022 | June 30, 2022 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| REVENUE | 7,320,603 | 7,849,116 | 1,000,244 | |||||||||
| OPERATING EXPENSES: | ||||||||||||
| Selling, general and administrative expenses | (7,232,177 | ) | (6,257,023 | ) | (797,357 | ) | ||||||
| Total operating expenses | (7,232,177 | ) | (6,257,023 | ) | (797,357 | ) | ||||||
| INCOME FROM OPERATIONS | 88,426 | 1,592,093 | 202,887 | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income | 1,142 | 97 | 12 | |||||||||
| Other income | — | 144,000 | 18,350 | |||||||||
| Other expenses | (46,839 | ) | (127,299 | ) | (16,222 | ) | ||||||
| Total other (expense)/income, net | (45,697 | ) | 16,798 | 2,140 | ||||||||
| INCOME BEFORE INCOME TAXES | 42,729 | 1,608,891 | 205,027 | |||||||||
| INCOME TAX EXPENSES | (3,525 | ) | (132,734 | ) | (16,915 | ) | ||||||
| NET INCOME | 39,204 | 1,476,157 | 188,112 | |||||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||||||
| Basic and diluted* | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||
| EARNINGS PER SHARE | ||||||||||||
| Basic and diluted* | 0.00 | 0.10 | 0.01 | |||||||||
* Giving retroactive effect to the 150,000-for-1 share split effected on July 15, 2021.