1、F-1/A 1 formf-1a.htm F-1/A As filed with the Securities and Exchange Commission on June 9,2025.Registration Statement No.333-287146 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.1 toForm F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Magic Empire Global

2、Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)British Virgin Islands 6199 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdenti

3、fication Number)3/F,8 Wyndham StreetCentral,Hong Kong(852)3577 8770(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and

4、telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHong Kong SARTelephone:+852-3923-1111Fax:+852-3923-1100 Fang Li

5、u,Esq.VCL Law LLP 1945 Old Gallows RoadSuite 260Vienna,Virginia 22182Telephone:+703 919-7285 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statementbecomes effective.If any of the securities being registered on this form are to be offered

6、on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933,as amended,check the following box.2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm1/159If this Form i

7、s filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment f

8、iled pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act

9、,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company If

10、an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of th

11、e Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary

12、 to delay itseffective date until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effectiv

13、e on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section8(a),may determine.2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm2/159 Information contained h

14、erein is subject to completion or amendment.A registration statement relating to these securities has been filedwith the Securities and Exchange Commission.These securities may not be sold nor may offers to buy be accepted prior to the timethe registration statement becomes effective.This prospectus

15、 shall not constitute an offer to sell or the solicitation of an offer to buynor shall there be any sale of these securities in any State in which such offer,solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of any such State.PRELIMINARY PROSPECTU

16、S SUBJECT TO COMPLETION,DATED JUNE 9,2025 Magic Empire Global LimitedUp to 15,000,000 Class A ordinary shares This prospectus relates to the offer and sale of up to an aggregate of 15,000,000 Class A ordinary shares,no par,of MagicEmpire Global Limited(the“Company”)at an assumed offering price of US

17、$0.54 per share(the“Offering Shares”).Our Class Aordinary shares are listed on the Nasdaq Capital Market,or Nasdaq,under the symbol“MEGL.”On June 6,2025,the last reportedsale price of our Class A ordinary shares on Nasdaq was US$1.25 per share.The public offering price for the securities in this off

18、ering will be determined at the time of pricing,through negotiationbetween us,the Placement Agents,and the investors based upon a number of factors,including our history and our prospects,stage ofdevelopment of our business,our business plans for the future and the extent to which they have been imp

19、lemented,an assessment ofour management,the industry in which we operate,our past and present operating results,the previous experience of our executiveofficers and the general condition of the securities markets at the time of this offering.The securities are offered at a fixed price and are issued

20、 in a single closing.We will deliver all securities to be issued inconnection with this offering upon receipt of investor funds by us.Accordingly,neither we nor the Placement Agents have made anyarrangements to place investor funds in an escrow account or trust account since the Placement Agents wil

21、l not receive investor fundsin connection with the sale of the securities offered hereunder.Any proceeds from the sale of Offering Shares offered by us will beavailable for our immediate use,despite uncertainty about whether we would be able to use such funds to effectively implement ourbusiness pla

22、n.See“Risk Factors”in this prospectus for more information.Investors are cautioned that you are buying shares of a BVI holding company with operations in Hong Kong by itssubsidiaries.Magic Empire Global Limited,or MEGL,is a holding company incorporated in the BVI with no material operations of itsow

23、n,and we conduct all our operations in Hong Kong through our subsidiaries in Hong Kong,including GCL,GIL,MEIL and GCSL.This is an offering of the Class A ordinary shares of MEGL,the holding company in BVI,instead of shares of our operating entities inHong Kong.You may never directly hold any equity

24、interest in our operating entities.Investing in our Class A ordinary shares involves a high degree of risk,including the risk of losing your entireinvestment.See“Risk Factors”beginning on page 15 of this prospectus to read about factors you should consider beforebuying our Class A ordinary shares.Ne

25、ither MEGL nor our subsidiaries conduct any business in Mainland China,and our operations are only located in HongKong.However,in light of the PRC governments recent expansion of authority in Hong Kong,we may be subject to uncertaintyabout any future actions of the PRC government or authorities in H

26、ong Kong,and it is possible that all the legal and operational risksassociated with being based in and having operations in Mainland China may also apply to operations in Hong Kong in the future.There is no assurance that there will not be any changes in the economic,political and legal environment

27、in Hong Kong.The PRCgovernment may intervene or influence our current and future operations in Hong Kong at any time,or may exert more control overofferings conducted overseas and/or foreign investment in issuers like MEGL.Such governmental actions,if and when they occur:could result in a material c

28、hange in our operations and/or the value of our Class A ordinary shares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares toinvestors;and may cause

29、 the value of our Class A ordinary shares to significantly decline or be worthless.We are aware that recently,the PRC government has initiated a series of regulatory actions and new policies to regulatebusiness operations in certain areas in Mainland China with little advance notice,including cracki

30、ng down on illegal activities in thesecurities market,enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.Si

31、nce these statements and regulatory actions are new,it is highly uncertain how soon the legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/00

32、0164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm3/159will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws andregulations will have on our Operating Subsidiaries daily business

33、 operations,their ability to accept foreign investments and thelisting of our Class A ordinary shares on a U.S.or other foreign exchanges.These actions could result in a material change in ouroperations and could significantly limit or completely hinder our ability to complete this Offering or cause

34、 the value of our Class Aordinary shares to significantly decline or become worthless.2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm4/159 On February 17,2023,the China Securities Regulat

35、ory Commission(the“CSRC”)released the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,which came into effect onMarch 31,2023.On the same date of the issuance of the Trial Measures,the CSRC circulated No.1 to No.5 Supporting Guidanc

36、eRules,the Notes on the Trial Measures,the Notice on Administration Arrangements for the Filing of Overseas Listings by DomesticEnterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC,or collectively,the GuidanceRules and Notice.The Trial Measures,together

37、 with the Guidance Rules and Notice,reiterate the basic supervision principles asreflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offeringand listing by domestic companies,yet made the following updates compared to the Draft

38、 Overseas Listing Regulations:(a)furtherclarification of the circumstances prohibiting overseas issuance and listing;(b)further clarification of the standard of indirect overseaslisting under the principle of substance over form,and(c)adding more details of filing procedures and requirements by sett

39、ingdifferent filing requirements for different types of overseas offering and listing.Pursuant to the Trial Measures and,the GuidanceRules and Notice,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filingprocedure and report relevant

40、information to the CSRC within three working days following its submission of initial public offeringsor listing application.The companies that have already been listed on overseas stock exchanges or have obtained the approval fromoverseas supervision administrations or stock exchanges for its offer

41、ing and listing and will complete their overseas offering andlisting prior to September 30,2023 are not required to make immediate filings for its listing yet need to make filings for subsequentofferings in accordance with the Trial Measures.The companies that have already submitted an application f

42、or an initial publicoffering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yet obtained the approvalfrom overseas supervision administrations or stock exchanges for the offering and listing may arrange for the filing within a reasonabletime pe

43、riod and should complete the filing procedure before such companies overseas issuance and listing.The Company understandsthat as of the date of this prospectus,the Group has no operations in Mainland China and is not required to complete filing procedureswith the CSRC pursuant to the requirements of

44、 the Trial Measures.While the Group has no current operations in Mainland China,should we have any future operations in Mainland China and should we(i)fail to receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)appli

45、cable laws,regulations,or interpretationschange and require us to obtain such permissions or approvals in the future,we may face sanctions by the CSRC,the CyberspaceAdministration of China(the“CAC”)or other PRC regulatory agencies.These regulatory agencies may also impose fines andpenalties on our o

46、perations in Mainland China,as well as limit our ability to pay dividends outside of Mainland China,limit ouroperations in Mainland China,delay or restrict the repatriation of the proceeds from this offering into Mainland China or take otheractions that could have a material adverse effect on our bu

47、siness as well as the trading price of our Class A ordinary shares.We may berequired to restructure our operations to comply with such regulations or potentially cease operations in Mainland China entirely.TheCSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making

48、it advisable for us,to halt thisoffering before settlement and delivery of our Class A ordinary shares.In addition,if the CSRC,the CAC or other PRC regulatoryagencies later promulgate new rules requiring that we obtain their approvals for this offering,we may be unable to obtain a waiver ofsuch appr

49、oval requirements,if and when procedures are established to obtain such a waiver.Any action taken by the PRC governmentcould significantly limit or completely hinder our operations in Mainland China and our ability to offer or continue to offer securitiesto investors and could cause the value of suc

50、h securities to significantly decline or be worthless.On December 28,2021,the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)which took effect on February 15,2022,and replaced the former Measures for Cybersecurity Review(2020)issued on July 10,202

51、1.Measures for Cybersecurity Review(2021)stipulates that operators of critical information infrastructure purchasing networkproducts and services,and online platform operators carrying out data processing activities that affect or may affect national security,shall conduct a cybersecurity review,and

52、 any data processor who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.go

53、v/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm5/159 As of the date of this prospectus,the Company is not required to obtain any permissions or approvals from PRC authorities,including the CSRC or the CAC,to issue our Class A ordinary shares to foreign investors because(i)the CSRC curr

54、ently has notissued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Company and its subsidiaries have no operation in Mainland China and the nature of our business is not included in thecategories of industr

55、ies and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.We alsounderstand that MEGL,GFHL,GCL,GIL,MEIL and GCSL are not required to obtain any permissions or approvals from any PRCauthorities to operate their businesses as of the date of this prospectus.No pe

56、rmissions or approvals have been applied for by theCompany or denied by any relevant authority.However,uncertainties still exist,due to the possibility that laws,regulations,or policiesin Mainland China could change rapidly in the future.In the event that(i)the PRC government expands the categories

57、of industriesand companies whose foreign securities offerings are subject to review by the CSRC or the CAC and we are required to obtain suchpermissions or approvals;or(ii)we inadvertently concluded that relevant permissions or approvals were not required or that we didnot receive or maintain releva

58、nt permissions or approvals required,any action taken by the PRC government could significantly limitor completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Class A ordinary shares to investorsand could cause the value of such securities to significantly de

59、cline or become worthless.Furthermore,as more stringent criteria,including the Holding Foreign Companies Accountable Act(the“HFCAA”)haverecently been imposed by the SEC and the Public Company Accounting Oversight Board(the“PCAOB”),our Class A ordinary sharesmay be prohibited from trading if our audi

60、tor cannot be fully inspected.On December 23,2022,the Accelerating Holding ForeignCompanies Accountable Act(the“AHFCAA”)was enacted,which amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections

61、 for two consecutive yearsinstead of three consecutive years.On December 16,2021,the PCAOB issued a report on its determination that the PCAOB is unableto inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC,because of positions takenby PRC authorities

62、in those jurisdictions(the“Determination”).The PCAOB made these determinations pursuant to PCAOB Rule6100,which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statemen

63、t of Protocol(the“Protocol”)to allow thePCAOB to inspect and investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong,consistent with the HFCAA and the PCAOB will be required to reassess its determinations by the end of 2022.Pursuant to the factsheet wi

64、th respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOBdetermined that the PCAOB was able to secure complete

65、access to inspect and investigate registered public accounting firmsheadquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,shouldPRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB will cons

66、ider the need to issue anew determination.Notwithstanding the foregoing,in the event it is later determined that the PCAOB is unable to inspect orinvestigate completely our auditor,then such lack of inspection could cause our securities to be delisted from the stock exchange.OnDecember 29,2022,legis

67、lation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signedinto law by President Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to theAHFCAA,which reduces the number of consecutive non-inspection years required f

68、or triggering the prohibitions under the HFCAAfrom three years to two.The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward andhas resumed regular inspections since March 2023.The PCAOB is continuing pursuing ongoing investigations and may initiate newinvestiga

69、tions as needed.See“Risk Factors Risks Related to Doing Business in Jurisdictions in which we operate Although theaudit report included in this prospectus is prepared by U.S.auditors who are currently inspected by the PCAOB,there is no guaranteethat future audit reports will be prepared by auditors

70、inspected by the PCAOB and,as such,in the future,investors may be deprived ofthe benefits of such inspection.Furthermore,trading in our securities may be prohibited under the HFCAA if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB is unable to inspect or invest

71、igate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 23,2022 theAHFCAA was enacted which amended the HFCAA by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if

72、 its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thus,reducing the timebefore the securities may be prohibited from trading or delisted.”on page 20.We cannot assure you whether Nasdaq or otherregulatory authorities will apply additional or more stringent cr

73、iteria to us.Such uncertainty could cause the market price of our ClassA ordinary shares to be materially and adversely affected.Our auditor,Marcum Asia CPAs LLP,the independent registered public accounting firm that issues the audit report includedin this prospectus,as an auditor of companies that

74、are traded publicly in the United States and a firm registered with the PCAOB,issubject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Marcum Asia CPAs LLPscompliance with applicable professional standards.Marcum Asia CPAs LLP is headquartered in New

75、York and has been inspected bythe PCAOB on a regular basis.2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm6/159 As a holding company,MEGL may rely on dividends and other distributions on

76、equity paid by its subsidiaries for its cash andfinancing requirements.MEGL has the power and capacity under the laws of the BVI and its Memorandum and Articles of Association(as amended from time to time)to provide funding to its subsidiaries incorporated in Hong Kong through loans or capitalcontri

77、butions.MEGLs subsidiaries are permitted under the laws of Hong Kong to provide funding to MEGL through dividenddistributions.If any of MEGLs subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt mayrestrict their ability to pay dividends to MEGL.As of the date

78、 of this prospectus,our subsidiaries have not experienced any difficultiesor limitations on their ability to transfer cash between each other;nor do they maintain cash management policies or proceduresdictating the amount of such funding or how funds are transferred.There can be no assurance that th

79、e PRC government will notintervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment ofthe cash into our business or for the payment of dividends.During the years December 31,2024 and 2023,MEGL declared and paiddividend of nil an

80、d HK$1,581,900,respectively.We do not have any current intentions to distribute further earnings.If we determineto pay dividends on any of our Class A ordinary shares in the future,as a holding company,we will be dependent on receipt of fundsfrom our subsidiaries,GFHL,GCL,GIL,MEIL and GCSL by way of

81、 dividend payments.See“Dividend Policy”and“ConsolidatedStatements of Equity”in the Report of Independent Registered Public Accounting Firm for further details.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities lawsand,as such,will be subject to red

82、uced public company reporting requirements.See“Prospectus Summary Implications ofBeing an Emerging Growth Company and a“Foreign Private Issuer”for additional information.As of the date of this prospectus,our directors,officers and principal shareholders held in aggregate 52.1%of our total issuedand

83、outstanding shares,representing approximately 89.9%of the total voting power.After this offering,our directors and officers willhold in aggregate 13.1%of our total issued and outstanding ordinary shares,representing 55.4%or more of voting power of ourCompany.These shareholders,if they act together,w

84、ill be able to control the management and affairs of our Company and mostmatters requiring shareholder approval,such as the election of directors,amendments to our organizational documents and any merger,consolidation,sale of all or substantially all of our assets or other major corporate transactio

85、ns.We have retained Revere Securities LLC to act as placement agents in connection with this offering.The Placement Agentshave no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollaramount of the securities.Because there is no m

86、inimum offering amount required as a condition to closing in this offering,the actualoffering amount,placement agents fee and proceeds to us,if any,are not presently determinable and may be substantially less than thetotal maximum offering amounts set forth above and throughout this prospectus.We ha

87、ve agreed to pay the Placement Agents theplacement agents fees set forth in the table below.See“Plan of Distribution”in this prospectus for more information.Per Class Aordinary share Total(maximum offering)Public offering price$0.54$8,100,000 Placement agent commissions(1)$0.24$364,500 Proceeds to t

88、he Company before expenses$0.516$7,735,500 (1)We have agreed to pay the Placement Agent a commission equal to 4.5%percent of the gross proceeds of the offering.Wehave also agreed to(i)reimburse the Placement Agent for up to$100,000 to cover its actual accountable expenses;and(ii)provide a non-accoun

89、table expense allowance equal to 0.5%percent of the gross proceeds of this offering payable to thePlacement Agents.For a description of compensation payable to the Placement Agent,see“Plan of Distribution”.No dealer,salesperson or any other person is authorized to give any information to make any re

90、presentations inconnection with this offering other than those contained in this prospectus and,if given or made,the information orrepresentations must not be relied upon as having been authorized by us.Revere Securities LLC The date of this prospectus is date,2025.2025/6/10 09:19sec.gov/Archives/ed

91、gar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm7/159 TABLE OF CONTENTS PageProspectus Summary 1Risk Factors 15Special Note Regarding Forward-Looking Statements 39Industry and Market Data 40Use of Proceeds 43Dividend Polic

92、y 44Capitalization 45Dilution 46Exchange Rate Information 47Corporate History and Structure 48Managements Discussion and Analysis of Financial Condition and Results of Operations 50Business 59Regulations 65Management 71Related Party Transactions 77Principal Shareholders 78Description of Securities 7

93、9Shares Eligible for Future Sale 87Material Income Tax Considerations 88Enforcement of Liabilities 96Expenses Related to this Offering 97Legal Matters 97Experts 97Where You Can Find Additional Information 97Index to Consolidated Financial Statements F-1 Neither we nor any of the Placement Agent have

94、 authorized anyone to provide you with any information or to make anyrepresentations other than as contained in this prospectus or in any free writing prospectuses we have prepared.Neither wenor the placement agents take responsibility for,and provide no assurance about the reliability of,any inform

95、ation that othersmay give you.This prospectus is an offer to sell only the securities offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.The information contained in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of d

96、elivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.No action is being taken in any jurisdiction outside the U.S.to permit a public offering of our securities or possession ordistribution of th

97、is prospectus in any such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside theU.S.are required to inform themselves about and to observe any restrictions about this offering and the distribution of this prospectusapplicable to those jurisdictions.We are regis

98、tered and incorporated in the BVI and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,or the SEC,we currently qualify for treatment as a“foreign privateissuer.”As a foreign private issuer,we will not be required to

99、 file periodic reports and financial statements with the Securities andExchange Commission,or the SEC,as frequently or as promptly as domestic registrants whose securities are registered under theSecurities Exchange Act of 1934,as amended,or the Exchange Act.You may lose all of your investment in ou

100、r Class A ordinary shares.If you are uncertain as to our business and operations or youare not prepared to lose all of your investment in our Class A ordinary shares,we strongly urge you not to purchase any of our Class Aordinary shares.We recommend that you consult legal,financial,tax,and other pro

101、fessional advisors or experts for further guidancebefore participating in the offering of our Class A ordinary shares as further detailed in this prospectus.i2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/0001641172250

102、14301/formf-1a.htm8/159Table of Contents CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated and except where the context otherwise requires,the following definitions are used in this prospectus:“Company,”“Group,”“we,”“us”and“our”refer to Magic Empire Global Limited and its subsidia

103、ries.“GCL”refers to Giraffe Capital Limited.“GCSL”refers to Giraffe Corporate Services Limited.“GEM Listing Rules”refers to the Rules Governing the Listing of Securities on GEM,as amended,supplemented orotherwise modified from time to time.“GFHL”refers to Giraffe Financial Holdings Limited.“GIL”refe

104、rs to Giraffe Investment Limited.“HKD”or“HK$”refers to the legal currency of Hong Kong.“Listing Rules”refers to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong,as amended,supplemented or otherwise modified from time to time.“MEGL”refers to Magic Empire Global Limited

105、.“MEIL”refers to Magic Empire Investment Limited.“Memorandum and Articles of Association”refers to the current third amended and restated memorandum and articles ofassociation of MEGL,filed on December 5,2024 with the Registrar of Corporate Affairs in the British Virgin Islands.“Class A ordinary sha

106、res”refers our Class A ordinary shares,no par value.“Class B ordinary shares”refers our Class B ordinary shares,no par value.“Placing Agent”refers to Revere Securities LLC.“PRC”or“China”refers to the Peoples Republic of China,including,for the purpose of this prospectus,Taiwan,Hong Kongand Macau.“Ma

107、inland China”refers to the mainland of the Peoples Republic of China,excluding for the purpose of this prospectus only,Hong Kong,Macau,and Taiwan;“SFC”refers to Securities and Futures Commission of Hong Kong.“Stock Exchange”refers to the Stock Exchange of Hong Kong Limited.“U.S.dollars”or“$”refers t

108、o the legal currency of the United States.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown astotals in some tables may not be an arithmetic aggregation of the figures that preceded them.Market and Industry Data We are responsibl

109、e for the information contained in this prospectus and any free writing prospectus we prepare or authorize.This prospectus includes statistical and other industry and market data that we obtained from industry and/or government publicationsand research and studies conducted by third parties,as well

110、estimates by our management based on such data.The market data andestimates used in this prospectus involve a number of assumptions and limitations,and you are cautioned not to give undue weight tosuch data and estimates.While we believe that the information from these industry and/or government pub

111、lications and studies isreliable,the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors,including those described in the section titled“Risk Factors.”These and other factors could cause results to differ materially fromthose express

112、ed in the estimates made by the independent parties and by us.Trademarks,Service Marks,and Trade Names 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm9/159Solely for convenience,the trade

113、marks,service marks,and trade names referred to in this prospectus are without the and symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of the applicable licensors to these trademarks,servi

114、ce marks and trade names.This prospectus containsadditional trademarks,service marks,and trade names of others,which are the property of their respective owners.We do not intendour use or display of other companies trademarks,service marks,or trade names to imply a relationship with,or endorsement o

115、rsponsorship of us by,any other companies.Exchange rate information MEGL is a holding company with operations conducted in Hong Kong through its operating subsidiaries in Hong Kong usingHong Kong dollars with reporting currency in Hong Kong dollars.Translations of amounts from HK$into US$are solely

116、for theconvenience of the reader and were calculated at the noon buying rate of US$1=HK$7.7677 on December 31,2024,as published inH.10 statistical release of the United States Federal Reserve Board.We make no representation that the HKD or U.S.dollar amountsreferred to in this prospectus could have

117、been or could be converted into U.S.dollars or HKD,as the case may be,at any particular rateor at all.MEGLs fiscal year ends on December 31.ii2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.h

118、tm10/159Table of Contents PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of theinformation you should consider before investing in our Class A ordinary shares.You should read the entire prospectus carefully,including“Ri

119、sk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and ourconsolidated financial statements and the related notes thereto,in each case included in this prospectus.You should carefullyconsider,among other things,the matters discussed in the section of t

120、his prospectus titled“Business”before making an investmentdecision.Overview We are a financial services provider in Hong Kong which principally engage in the provision of corporate financeadvisory services.Our service offerings mainly comprise the following:IPO sponsorship services:We act as sponsor

121、s to companies pursuing listing on the Main Board and GEM,advising andguiding them throughout the listing process in return for sponsors fee.Financial advisory and independent financial advisory services:We act as(i)financial advisers(a)to our clientsadvising them on the terms and structures of the

122、proposed transactions,and the relevant implications and compliance matters underthe Hong Kong regulatory framework for listed companies such as the Listing Rules,the GEM Listing Rules and the TakeoversCode;and(b)to clients pursuing listing on other stock exchange;and(ii)independent financial adviser

123、s giving opinions orrecommendations to the independent board committee and independent shareholders of listed companies,in return for advisoryfee.Compliance advisory services:We act as compliance advisers to listed companies on the Main Board and GEM andadvise them on post-listing compliance matters

124、 in return for compliance advisory fee.Corporate services:We provide corporate services which include accounting and financial reporting advisory,companysecretarial services,internal control enhancement,investor relations advisory and other consulting services.With the commencement of business of GC

125、L,which was licensed to carry out Type 6(advising on corporate finance)regulated activity in February 2017,we started to provide corporate finance advisory services,including IPO sponsorship services,financial advisory,independent financial advisory services and compliance advisory services.In Septe

126、mber 2023,we commencedto provide corporate services through GCSL.During the year ended December 31,2024,the Hong Kong capital markets and the general economic environment inHong Kong remained difficult.The number of IPO in Hong Kong remained at low level for the year ended December 31,2024.According

127、ly,our IPO sponsorship services was inevitably affected and the demand for our IPO sponsorship services decreased.Inview of the market conditions of Hong Kong market,we diversified our business to explore projects to advise our clients listing inother key capital markets such as the United States an

128、d we completed five financial advisory projects for clients pursuing listing onNasdaq during the year ended December 31,2024.Revenue from our financial advisory and independent financial advisoryservices were HK$11,730,000(US$1,510,100)for the year ended December 31,2024,representing 91.8%of our tot

129、al revenue forthe year ended December 31,2024.While the financial advisory and independent financial advisory services is our key businessservice offering,we will continue to provide comprehensive corporate finance advisory services to our clients,including IPOsponsorship,financial advisory and inde

130、pendent financial advisory services,compliance advisory services and corporate services.Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:We are an active financial service provider with a proven track record;We have a strong client base;We pr

131、ovide comprehensive corporate finance advisory services to our clients;and We have experienced and competent and processional staff.Our Strategy We intend to pursue the following strategies to further expand our business:Further strengthening our corporate finance advisory business in Hong Kong;and2

132、025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm11/159 Expanding our market presence in other international capital markets,in particular the US.1 2025/6/10 09:19sec.gov/Archives/edgar/data

133、/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm12/159 Corporate History and Structure In May,2016,MEGL was incorporated under the laws of the BVI,as the ultimate holding company of our Group.In June,2016,GFHL was incorporated und

134、er the laws of Hong Kong,as an intermediate holding company.In June,2016,GCL was incorporated under the laws of Hong Kong to provide corporate finance services.GCL was licensed to undertake Type 6(Advising on corporate finance)regulated activity and act as sponsor by the SFCin February 2017.In Septe

135、mber 2022,GIL and MEIL were incorporated under the laws of Hong Kong as investment holding companies.In August 2023,GCSL was incorporated under the laws of Hong Kong to provide corporate services.The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of th

136、is prospectus andupon completion of this offering:Name Background OwnershipGFHL-A Hong Kong company-Incorporated on June 24,2016-An intermediate holding company-Issued Share Capital of HK$10,000 100%owned by MEGLGCL-A Hong Kong company-Incorporated on June 28,2016-Issued Share Capital of HK$15,000,0

137、00-licensed to undertake Type 6(Advising on corporate finance)regulated activity by the SFC 100%owned by GFHLGIL-A Hong Kong company-Incorporated on September 22,2022-Issued Share Capital of HK$100-an investment holding company 100%owned by GFHLMEIL-A Hong Kong company-Incorporated on September 22,2

138、022-Issued Share Capital of HK$100-an investment holding company 100%owned by GFHLGCSL-A Hong Kong company-Incorporated on August 3,2023-Issued Share Capital of HK$100 100%owned by GFHL2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar

139、/data/1881472/000164117225014301/formf-1a.htm13/159-provide corporate services 2 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm14/159 As of the date of this prospectus,our directors,offi

140、cers and principal shareholders held in aggregate 52.1%of our totalissued and outstanding shares,representing approximately 89.9%of the total voting power.After this offering,our directors andofficers will hold in aggregate 13.1%of our total issued and outstanding ordinary shares,representing 55.4%o

141、r more of votingpower of our Company.These shareholders,if they act together,will be able to control the management and affairs of ourCompany and most matters requiring shareholder approval,such as the election of directors,amendments to our organizationaldocuments and any merger,consolidation,sale

142、of all or substantially all of our assets or other major corporate transactions.Transfers of Cash To and From Our Subsidiaries As part of our cash management policies and procedures,our management monitors the cash position of our subsidiariesregularly and prepares budgets on a monthly basis to ensu

143、re they have the necessary funds to fulfill their obligations for theforeseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will bereported to our chief financial officer and subject to approval by our Board.Other than as disc

144、ussed above,we did not adopt ormaintain any cash management policies or procedures as of the date of this prospectus.Cash is transferred through our organization in the following manner:(i)funds are transferred to our subsidiaries fromMEGL as needed in the form of capital contributions or shareholde

145、r loans,as the case may be;and(ii)dividends or otherdistributions may be paid by our subsidiaries to MEGL.MEGL has the power and capacity under the laws of the BVI to provide funding to our subsidiaries in Hong Kong subjectto certain restrictions laid down in the BVI Act and memorandum and articles

146、of association of MEGL.Under the BVI Act,a BVIcompany may make a dividend distribution to its shareholders if the directors are satisfied,on reasonable grounds,that such BVIcompany will,immediately after the distribution,satisfy the solvency test,meaning that the value of the companys assets exceeds

147、its liabilities and that such company is able to pay its debts as they fall due.For the subsidiaries to transfer cash to MEGL,according to the Companies Ordinance of Hong Kong,a Hong Kongcompany may only make a distribution out of profits available for distribution.Under Hong Kong law,dividends coul

148、d only bepaid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or other distributablereserves,as permitted under Hong Kong law.Dividends cannot be paid out of share capital.There are no restrictions or limitationunder the laws of Hong Kong imposed on

149、 the conversion of HK dollar into foreign currencies and the remittance of currencies outof Hong Kong,nor there is any restriction on foreign exchange to transfer cash between MEGL and its subsidiaries,across bordersand to U.S.investors,nor are there any restrictions and limitations to distribute ea

150、rnings from our business and subsidiaries toMEGL and U.S.investors.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in HongKong in respect of dividends paid by us.As we are a holding company,our ability to make dividend payments,if any,would be contingent up

151、on our receipt offunds from our Hong Kong subsidiaries in Hong Kong through intermediate holding companies.As of the date of this prospectus,our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other.Other thanthe above,we did not adopt

152、 or maintain any cash management policies and procedures dictating the amount of such funding orhow funds are transferred and our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cashbetween each other,to distribute earnings from our subsidiaries to MEGL

153、 and to settle amounts owed under any applicableagreements as of the date of this prospectus.For the years ended December 31,2024 and 2023,we declared and paid dividend of nil and HK$1,581,900,respectivelyin relation to our retained profit.3 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/0001641

154、17225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm15/159 We do not expect to pay dividends on our ordinary shares and settle amounts owed under our operating structure in theforeseeable future.We currently intend to retain all available funds and f

155、uture earnings,if any,for the operations and expansion ofour business and do not anticipate declaring or paying any dividends in the foreseeable future.Any future determination related toour dividend policy will be made at the discretion of our Board after considering our financial condition,results

156、 of operations,capital requirements,contractual requirements,business prospects and other factors the board of directors deems relevant,andsubject to the restrictions contained in any future financing instruments.See“Dividend Policy”and“Risk Factors We rely on dividends and other distributions on eq

157、uity paid by oursubsidiaries to fund our cash and financing requirements,and any limitation on the ability of our subsidiaries to make payments tous could have a material adverse effect on our ability to conduct our business.”,and the“Consolidated Statements of Equity”in theReport of Independent Reg

158、istered Public Accounting Firm for more information.Enforcement of Civil Liabilities We are incorporated under the laws of the BVI with limited liability.Substantially all of our assets are located outside theUnited States.In addition,all of our directors and executive officers are nationals or resi

159、dents in Hong Kong and substantially allof their assets are located outside the United States.As a result,it may be difficult for you to effect service of process within theUnited States upon us or these persons,or to enforce judgments obtained in U.S.courts against us or them,including judgmentspre

160、dicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.It may alsobe difficult for you to enforce judgments obtained in U.S.courts based on the civil liability provisions of the U.S.federal securitieslaws against us and our executive

161、 officers and directors.See“Risk Factors Risks Related to our Class A ordinary shares and thisOffering Investors may have difficulties enforcing judgement against us,our directors and management.”for more information.We have appointed Cogency Global Inc.as our agent upon whom process may be served i

162、n any action brought against usunder the securities laws of the United States.Ogier,our counsel as to the laws of the BVI,has advised us that the courts of theBVI are unlikely(i)to recognize or enforce judgments of United States courts obtained against us or our directors or officerspredicated upon

163、the civil liability provisions of the securities laws of the United States or any state in the United States;or(ii)toentertain original actions brought in the BVI to impose liabilities against us or our directors or officers predicated upon the civilliability provisions of the federal securities law

164、s of the United States or any state in the United States,so far as the liabilitiesimposed by those provisions are penal in nature.We have been advised by Ogier that the United States and the BVI do not have a treaty providing for reciprocalrecognition and enforcement of judgments of courts of the Un

165、ited States in civil and commercial matters and that a final judgmentfor the payment of money rendered by any general or state court in the United States based on civil liability,whether or notpredicated solely upon the U.S.federal securities laws,would not be automatically enforceable in the BVI.We

166、 have also beenadvised by Ogier that the courts of the BVI would recognize as a valid judgment,a final and conclusive judgment in personamobtained in the U.S.federal or state courts against us under which a sum of money is payable(other than a sum of money payablein respect of multiple damages,taxes

167、 or other charges of a like nature or in respect of a fine or other penalty)and would give ajudgment based thereon provided that(a)such courts had proper jurisdiction over the parties subject to such judgment,(b)suchjudgment did not contravene the rules of natural justice of the BVI,(c)such judgment

168、 was not obtained by fraud,(d)theenforcement of the judgment would not be contrary to the public policy of the BVI,(e)no new admissible evidence relevant to theaction is submitted prior to the rendering of the judgment by the courts of the BVI and(f)there is due compliance with the correctprocedures

169、 under the laws of the BVI.Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States.As a result,there isuncertainty as to the enforceability in Hong Kong,in original actions or in actions for enforcement,of judgments of United Statescourts of civil liabilities

170、predicated solely upon the federal securities laws of the United States or the securities laws of any State orterritory within the United States.4 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf

171、-1a.htm16/159 Hastings&Co.,our counsel as to the laws of Hong Kong,has advised us that there is uncertainty as to whether the courtsof Hong Kong would(i)recognize or enforce judgments of United States courts obtained against us or our directors or officerspredicated upon the civil liability provisio

172、ns of the securities laws of the United States or any state in the United States or(ii)entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of theUnited States or any state in the United States.A judgment of a court in the United

173、 States predicated upon U.S.federal or state securities laws may be enforced in HongKong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder,and thenseeking summary judgment on the strength of the foreign judgment,provided that the foreign judgment

174、,among other things,is(1)for a debt or a definite sum of money(not being taxes or similar charges to a foreign government taxing authority or a fine or otherpenalty);and(2)final and conclusive on the merits of the claim,but not otherwise.Such a judgment may not,in any event,be soenforced in Hong Kon

175、g if(a)it was obtained by fraud;(b)the proceedings in which the judgment was obtained were opposed tonatural justice;(c)its enforcement or recognition would be contrary to the public policy of Hong Kong;(d)the court of the UnitedStates was not jurisdictionally competent;or(e)the judgment was in conf

176、lict with a prior Hong Kong judgment.Summary of Key Risks Our business is subject to a number of risks,including risks that may prevent us from achieving our business objectives ormay materially and adversely affect our business,financial condition,results of operations,cash flows and prospects that

177、 youshould consider before making a decision to invest in our Class A ordinary shares.These risks are discussed more fully in“RiskFactors”.These risks include,but are not limited to,the following:Risks Related to Our Corporate Structure(for a more detailed discussion,see“Risk Factors Risks Related t

178、o Our CorporateStructure”beginning on page 15 of this prospectus)We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financingrequirements,and any limitation on the ability of our subsidiaries to make payments to us could have a materialadverse effect

179、 on our ability to conduct our business.(see page 15 of this prospectus).Risks Related to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Related to Our Businessand Industry”beginning on page 15 of this prospectus)Our business performance is highly influenced by the m

180、arket condition of Hong Kong.(see page 15 of thisprospectus).We operate in a heavily regulated industry,and are subject to extensive and evolving regulatory requirements inthe jurisdictions in which we operate.(see page 15 of this prospectus).|Our future financial performance and ability to succeed

181、may be difficult to predict given that our operatinghistory in the corporate finance services industry in Hong Kong is relatively short.(see page 16 of thisprospectus).We face fierce competition in the corporate finance services industry in Hong Kong and may lose ourcompetitive edge to our competito

182、rs.(see page 16 of this prospectus).|We are affected by the rules and regulations governing listed companies on the Stock Exchange.(see page 16 ofthis prospectus).Failure to comply with regulatory capital requirements set by local regulatory authorities could materially andnegatively affect our busi

183、ness operations and overall performance.(see page 16 of this prospectus).Our revenue is non-recurring in nature and our profitability is highly unpredictable.(see page 17 of thisprospectus).We may be unable to receive mandated payments in a timely manner or in full if milestone events stipulated ino

184、ur mandates are not achieved as stipulated or if client withdraws from or terminates the transaction.(see page17 of this prospectus).5 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm17/15

185、9 We rely on our key management and professional staff,the loss of whom may affect our operations.(see page 17of this prospectus).We recorded net operating cash outflow for the year ended December 31,2024.(see page 18 of this prospectus).A sustained outbreak of the COVID-19 pandemic could have a mat

186、erial adverse impact on our business,operating results and financial condition.(see page 20 of this prospectus).The war in Ukraine could materially and adversely affect our business and results of operations.(see page 20 ofthis prospectus).Risks Related to Doing Business in Jurisdictions We Operate(

187、for a more detailed discussion,see“Risk Factors Risks Relatedto Doing Business in Jurisdictions We Operate”beginning on page 21 of this prospectus)All our operations are in Hong Kong.However,due to the long arm provisions under the current PRC laws andregulations,the Chinese government may exercise

188、significant oversight and discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time,which could result in a material change inour operations and/or the value of our shares.Changes in the policies,regulations,rules,and the enforcement oflaws of the Chines

189、e government may also be quick with little advance notice and our assertions and beliefs of therisk imposed by the PRC legal and regulatory system cannot be certain.(see page 21 of this prospectus).If the Chinese government chooses to exert more oversight and control over offerings that are conducte

190、doverseas and/or foreign investment in China based issuers,such action may significantly limit or completelyhinder our ability to offer or continue to offer shares to investors and cause the value of our shares tosignificantly decline or be worthless.(see page 22 of this prospectus).Although the aud

191、it report included in this prospectus is prepared by U.S.auditors who are currently inspected bythe PCAOB,there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOBand,as such,in the future,investors may be deprived of the benefits of such inspection.Furtherm

192、ore,trading inour shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performedby auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.nationalsecurities exchanges,such as the Nasdaq,may determine to delist our securitie

193、s.Furthermore,on December 23,2022,the AHFCAA was enacted,which amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,thus reducing the time before th

194、e securities may be prohibited from trading ordelisted.(see page 24 of this prospectus).The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by theU.S.Senate and the U.S.House of Representatives,all call for additional and more stringent criteria to beapp

195、lied to emerging market companies.These developments could add uncertainties to our offering,businessoperations,share price and reputation.(see page 27 of this prospectus).If we become directly subject to the recent scrutiny,criticism and negative publicity involving U.S.-listedChinese companies,we

196、may have to expend significant resources to investigate and resolve the matter whichcould harm our business operations,price of our shares and reputation and could result in a loss of yourinvestment in our stock,especially if such matter cannot be addressed and resolved favorably.(see page 27 ofthis

197、 prospectus).6 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm18/159 We may become subject to a variety of laws and other obligations regarding data protection,and any failure tocomply wi

198、th applicable laws and obligations could have a material and adverse effect on our business,financialcondition and results of operations.(see page 28 of this prospectus).The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special AdministrativeRegion(the“Hong Kong Nati

199、onal Security Law”)could impact our Hong Kong subsidiaries.(see page 29 ofthis prospectus).Risks Related to our shares(for a more detailed discussion,see“Risk Factors Risks Related to our shares”beginning on page31 of this prospectus)This is a best-efforts offering,no minimum amount of securities is

200、 required to be sold and we may not raise theamount of capital we believe is required for our business plans.(see page 31 of this prospectus).Our assumed offering price of$0.54 per Class A ordinary share constitutes a significant discount to the currentmarket price of our Class A ordinary shares,our

201、 Class A ordinary share price may suffer immediate decline andexisting Shareholders may suffer significant dilution after completion of this offering.(see page 31 of thisprospectus).The market price of our shares may be subject to rapid and substantial volatility regardless of our operatingperforman

202、ce,and such volatility may make it difficult for prospective investors to assess the rapidly changingvalue of our shares.(see page 32 of this prospectus).If we fail to meet applicable listing requirements,Nasdaq may delist our Class A ordinary shares from trading,inwhich case the liquidity and marke

203、t price of our Class A ordinary shares could decline.(see page 33 of thisprospectus).Volatility in our shares price may subject us to securities litigation.(see page 34 of this prospectus).We may be deemed to be an investment company under the Investment Company Act of 1940.(see page 34 ofthis prosp

204、ectus).Our dual-class voting structure will limit your ability to influence corporate matters and could discourage othersfrom pursuing any change of control transactions that holders of our Class B Ordinary Shares may view asbeneficial.(see page 34 of this prospectus).Future issuances of our Class B

205、 Ordinary Shares may be dilutive to the voting power of our Class A OrdinaryShareholders.(see page 34 of this prospectus).We do not intend to pay dividends for the foreseeable future.(see page 35 of this prospectus).Investors may have difficulty enforcing judgments against us,our directors and manag

206、ement.Investors mayincur additional costs and procedural obstacles in effecting service of legal process,enforcing foreign judgmentsor bringing actions in BVI or Hong Kong against us or our management named in this prospectus based on BVIor Hong Kong laws.(see page 35 of this prospectus).You may hav

207、e more difficulty protecting your interests than you would as a shareholder of a U.S.corporation.(see page 36 of this prospectus).We may lose our foreign private issuer status in the future,which could result in significant additional costs andexpenses.(see page 38 of this prospectus).We are an emer

208、ging growth company within the meaning of the Securities Act and may take advantage of certainreduced reporting requirements.(see page 38 of this prospectus).7 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/00016411722

209、5014301/formf-1a.htm19/159 HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT(the“HFCAA”)The HFCAA was enacted on December 18,2020.The HFCAA states that if the SEC determines that a company has filedaudit reports issued by a registered public accounting firm that has not been subject to inspection by the PCA

210、OB for threeconsecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securitiesexchange or in the over-the-counter trading market in the United States.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain

211、disclosure anddocumentation requirements of the HFCAA.A company will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessing how toimplement other requirements of the HFCAA,including

212、 the listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senate passed the AHFCAA,which was enacted on December 23,2022,amending theHFCAA to require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAO

213、B inspections for two consecutive years instead of three consecutive years and thus,reducing the time before thesecurities may be prohibited from trading or delisted.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signed into law

214、 by President Biden.The Consolidated Appropriations Actcontained,among other things,an identical provision to AHFCAA,which reduces the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA from three years to two.On December 2,2021,the SEC issued amendmen

215、ts to finalize rules implementing the submission and disclosurerequirements in the HFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB

216、is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions(“Commission-Identified Issuers”).Thefinal amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that,if true,it is notowned or controlled by a

217、 governmental entity in the public accounting firms foreign jurisdiction.The amendments also requirethat a Commission-Identified Issuer that is a“foreign issuer,”as defined in Exchange Act Rule 3b-4,provide certain additionaldisclosures in its annual report for itself and any of its consolidated for

218、eign operating entities.Further,the release provides noticeregarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certainCommission-Identified Issuers,as required by the HFCAA.The SEC will identify Commission-Identified Issuers fo

219、r fiscal yearsbeginning after December 18,2020.A Commission-Identified Issuer will be required to comply with the submission and disclosurerequirements in the annual report for each year in which it was identified.If a registrant is identified as a Commission-IdentifiedIssuer based on its annual rep

220、ort for the fiscal year ended December 31,2021,the registrant will be required to comply with thesubmission or disclosure requirements in its annual report filing covering the fiscal year ended December 31,2022.The finalamendments became effective on January 10,2022.On December 16,2021,the PCAOB iss

221、ued a report on its determinations(“Determination Report”)that it was unable toinspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions.The PCAOB made its determina

222、tions pursuant to PCAOBRule 6100,which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA.The report furtherlisted in its Appendix A and Appendix B,Registered Public Accounting Firms Subject to the Mainland China Determination andRegistered Public Accounting Firms S

223、ubject to the Hong Kong Determination,respectively.Our auditor,Marcum Asia CPAs LLP,the independent registered public accounting firm that issues the audit reportsincluded elsewhere in this prospectus,as auditors of companies that are traded publicly in the United States and firms registeredwith the

224、 Public Company Accounting Oversight Board(United States),or the PCAOB,are subject to laws in the United Statespursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.Marcum Asia CPAs LLP is headquartered in New York,and,as of th

225、e date of this prospectus,did not appear as part of the reportunder the lists in its appendix A or appendix B and is not subject to and not affected by the PCAOBs December 2021Determination Report.On August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and ChinasM

226、OF.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOPAgreements”),establish a specific,accountable framework to make possible complete inspections and investigations by thePCAOB of audit firms based in Mainland China and Hong Kong,as required unde

227、r U.S.law.Under the SOP Agreements thePCAOB shall have independent discretion to select any firms for inspection or investigation and has the unfettered ability to retainany information as needed.8 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/A

228、rchives/edgar/data/1881472/000164117225014301/formf-1a.htm20/159 On December 15,2022,the PCAOB board announced that it has completed the inspections,determined that it hadcomplete access to inspect or investigate completely registered public accounting firms headquartered in Mainland China andHong K

229、ong,and voted to vacate the Determination Report.The PCAOB continues to demand complete access in mainland Chinaand Hong Kong moving forward and has resumed regular inspections since March 2023.The PCAOB is continuing pursuingongoing investigations and may initiate new investigations as needed.Howev

230、er,if the PCAOB is unable to inspect or investigatecompletely the Companys auditor because of a position taken by an authority in a foreign jurisdiction,or the PCAOB re-evaluatesits determination as a result of any obstruction with the implementation of the SOP,then such lack of inspection or re-eva

231、luationcould cause trading in the Companys securities to be prohibited under the HFCAA,and ultimately result in a determination by asecurities exchange to delist the Companys securities.Accordingly,the HFCAA calls for additional and more stringent criteria tobe applied to emerging market companies u

232、pon assessing the qualification of their auditors,especially the non-U.S.auditors whoare not inspected by the PCAOB.These developments could add uncertainties to the Companys offering.See“Risk Factors Risks Related to Doing Business in Jurisdictions We Operate Although the audit report included in t

233、his prospectus is preparedby U.S.auditors who are currently inspected by the PCAOB,there is no guarantee that future audit reports will be prepared byauditors inspected by the PCAOB and,as such,in the future,investors may be deprived of the benefits of such inspection.Furthermore,trading in our shar

234、es may be prohibited under the HFCAA if the SEC subsequently determines our audit work isperformed by auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.national securitiesexchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on Decem

235、ber 23,2022,the AHFCAA wasenacted,which amended the HFCAA by requiring the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thus reducing the timebefore the securities may be pro

236、hibited from trading or delisted.”on page 24.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.Such uncertainty could cause the market price of our Class A ordinary shares to be materially and adversely affected.REGULATORY APPR

237、OVAL OF THE PRC Permission Required from Hong Kong and PRC Authorities As advised by our Hong Kong counsel,Hastings&Co.,based on their understanding of the current Hong Kong laws,asof the date of this prospectus,neither we nor our subsidiaries in Hong Kong are required to obtain any permission or ap

238、proval fromthe Hong Kong authorities to operate our business or issue our Class A ordinary shares to foreign investors,except the licensingrequirements of the SFC as discussed below.We are also not required to obtain permissions or approvals from any PRC authoritiesbefore listing in the U.S.and to i

239、ssue our Class A ordinary shares to foreign investors,including the CSRC or the CAC.Since the Company and its subsidiaries currently have no operations in the Mainland China,as of the date of thisprospectus,the Company is not required to obtain any permissions or approvals from PRC authorities,inclu

240、ding the CSRC or theCAC,before listing in the U.S.and to issue our Class A ordinary shares to foreign investors because(i)the CSRC currently has notissued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to thisregulation;and(ii)the Compa

241、ny operates in Hong Kong and is not included in the categories of industries and companies whoseforeign securities offerings are subject to review by the CSRC or the CAC.We also understand that GCL,GIL,MEIL and GCSLare not required to obtain any permissions or approvals from any PRC authorities to o

242、perate their businesses as of the date of thisprospectus.No permissions or approvals have been applied for by the Company or denied by any relevant authority.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the future.In th

243、e event that(i)the PRC government expanded the categories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals;or(ii)we inadvertently concluded that relevant permissions or approval

244、s were not required or that we did not receive or maintain relevantpermissions or approvals required,any action taken by the PRC government could significantly limit or completely hinder ouroperations in Hong Kong and our ability to offer or continue to offer Class A ordinary shares to investors and

245、 could cause the valueof our Class A ordinary shares to significantly decline or become worthless.See“Risk Factors Risks Related to Doing Businessin Jurisdictions We Operate If the Chinese government chooses to exert more oversight and control over offerings that areconducted overseas and/or foreign

246、 investment in China based issuers,such action may significantly limit or completely hinder ourability to offer or continue to offer shares to investors and cause the value of our shares to significantly decline or be worthless.”on page 22.Under the licensing requirements of the SFC,GCL is required

247、to obtain necessary licenses to carry out regulated activitiesin Hong Kong and responsible personnel are subject to the relevant laws and regulations and the respective rules of the SFC.GCLcurrently holds Type 6 license(advising on corporate finance).This license has no expiration date and will rema

248、in valid unlessthey are suspended,revoked or cancelled by the SFC.See“Regulation”on page 65.9 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm21/159 RECENT REGULATORY DEVELOPMENT IN MAINLA

249、ND CHINA We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in certain areas in Mainland China with little advance notice,including cracking down on illegal activities inthe securities market,enhancing supervision over

250、 Mainland China-based companies listed overseas using a VIE structure,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of

251、 theState Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and j

252、udicial cooperation,to enhance supervision over Mainland China-based companies listedoverseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.Furthermore,on July 10,2021,the CAC issued a revised draft of the Cybersecurity Review Measures(“Revised Dr

253、aft”),which required that,among others,in addition to Critical Information Infrastructure Operator(“CIIO”),any Data ProcessingOperator(“DPO”)controlling personal information of no less than one million users that seeks to list in a foreign stock exchangeshould also be subject to cybersecurity review

254、,and further listed the factors to be considered when assessing the national securityrisks of the relevant activities.On December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and several other administrations jointly issued the revised Measures for Cybersecurity Review,or t

255、he“Revised ReviewMeasures”,which became effective and replaced the existing Measures for Cybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“online platform operator”that is in possession of personal data of more thanone million users intends to list in a foreign

256、country,it must apply for a cybersecurity review.Based on a set of Q&As publishedon the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures,an official of the said administration indicated that an online platform operator should app

257、ly for a cybersecurity review prior to thesubmission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft of the Regulationson Network Data Security Management in November 2021 for public consultation,which among other things,stipulates that a dataprocess

258、or listed overseas must conduct an annual data security review by itself or by engaging a data security service provider andsubmit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of thefollowing year.Given the recency of the issuanc

259、e of the Revised Review Measures and their pending effectiveness,there is ageneral lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.Given the nature of our subsidiaries business,we believe this risk is not significant.Our subsidiaries do no

260、t have anycustomers in Mainland China and is neither a CIIOs nor a DPO as defined in the Revised Review Measures.We do not currentlyexpect the Revised Review Measures to have an impact on our subsidiaries business,operations or this offering as we do notbelieve that our subsidiaries are deemed to be

261、 operators of critical information infrastructure or data processors controllingpersonal information of no less than one million users,that are required to file for cybersecurity review before listing in the U.S.since(i)our subsidiaries are incorporated and operating in Hong Kong and the Revised Rev

262、iew Measures remain unclear whetherthey shall be applicable to a Hong Kong company;(ii)our subsidiaries operate without any subsidiary nor VIE structure inMainland China;(iii)as of the date of this prospectus,our subsidiaries have collected less than 100 personal information of PRCindividual clients

263、;and(iv)as of the date of this prospectus,our subsidiaries have not been informed by any PRC governmentalauthority of any requirement that they file for a cybersecurity review.Therefore,we believe that our Operating Subsidiaries are notcovered by the permission and requirements from the CSRC or the

264、CAC.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementationsand interpretations will be modified or promulgated.If

265、 the Revised Review Measures are adopted into law in the future and if anyof our subsidiaries is deemed an“operator of critical information infrastructure”or a“data processor”controlling personalinformation of no less than one million users,the listing of our Class A ordinary shares on U.S.exchanges

266、 could be subject toCACs cybersecurity review.If we become subject to the CAC or any other governmental agency,we cannot assure you that wewill be able to list our Class A ordinary shares on U.S.exchanges,or continue to offer securities to investors,which wouldmaterially affect the interest of the i

267、nvestors and cause significantly depreciation of the price of our Class A ordinary shares orrender them worthless.10 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm22/159 Recent PCAOB Dev

268、elopments Under the AHFCAA,which amended the HFCAA,our Class A ordinary shares may be prohibited from being traded on anational exchange if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021.The delisting ofour Class A ordinary shares,or the threat of their being

269、 delisted,may materially and adversely affect the value of your investment.On December 16,2021,the PCAOB issued a report on its determinations that it was unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong,because of p

270、ositionstaken by PRC authorities in those jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule 6100,whichprovides a framework for how the PCAOB fulfills its responsibilities under the HFCAA.The report further listed in its AppendixA and Appendix B,Registered Public Accounting Firms

271、 Subject to the Mainland China Determination and Registered PublicAccounting Firms Subject to the Hong Kong Determination,respectively.Our auditor,Marcum Asia CPAs LLP,the independent registered public accounting firm that issues the audit reportsincluded elsewhere in this prospectus,as auditors of

272、companies that are traded publicly in the United States and firms registeredwith the Public Company Accounting Oversight Board(United States),or the PCAOB,are subject to laws in the United Statespursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable p

273、rofessional standards.Marcum Asia CPAs LLP is headquartered in New York,and,as of the date of this prospectus,did not appear as part of the reportunder the lists in its appendix A or appendix B and is not subject to and not affected by the PCAOBs December 2021Determination Report.On August 26,2022,t

274、he CSRC,the MOF,and the PCAOB signed a Statement of Protocol(the“Protocol”)to allow thePCAOB to inspect and investigate completely registered public accounting firms headquartered in Mainland China and HongKong,consistent with the HFCAA,and the PCAOB will be required to reassess its determinations b

275、y the end of 2022.Pursuant tothe fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issueraudits for inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB announc

276、ed that it was able to secure complete access to inspect and investigatePCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong completely in 2022.The PCAOBBoard vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely reg

277、istered publicaccounting firms headquartered in Mainland China and Hong Kong.On December 23,2022,the AHFCAA was enacted,which amended the HFCAA by requiring the SEC to prohibit anissuers securities from trading on a national securities exchange or in the over-the-counter market in the United States

278、if its auditoris not subject to PCAOB inspections for two consecutive years instead of three.As a result,the time period before the Companyssecurities may be prohibited from trading or delisted has been decreased accordingly.On December 29,2022,the Consolidated Appropriations Act was signed into law

279、 by President Biden,which contained,among other things,an identical provision to the AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuerssecurities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is notsubject t

280、o PCAOB inspections for two consecutive years instead of three years.The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has resumedregular inspections since March 2023.The PCAOB is continuing pursuing ongoing investigations and may initiate newinvestigat

281、ions as needed.The PCAOB has also indicated that it will act immediately to consider the need to issue newdeterminations with the HFCAA if needed.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in Mainl

282、and China and Hong Kong is subject touncertainties and depends on a number of factors out of our and our auditors control.If the PCAOB is unable to inspect andinvestigate completely registered public accounting firms located in China in 2023 and beyond,or if we fail to,among others,meetthe PCAOBs re

283、quirements,including retaining a registered public accounting firm that the PCAOB determines it is able to inspectand investigate completely,we will be identified as a“Commission-identified Issuer,”and upon the expiration of the applicableyears of non-inspection under the HFCAA and relevant regulati

284、ons,the Class A ordinary shares will be delisted and will not bepermitted for trading over the counter.Such a delisting or prohibition would substantially impair your ability to sell or purchase theClass A ordinary shares,and the risk and uncertainty associated with delisting would have a negative i

285、mpact on the price of theClass A ordinary shares.Moreover,the HFCAA or other efforts to increase U.S.regulatory access to audit information could causeinvestor uncertainty for affected issuers,including us,and the market price of the Class A ordinary shares could be adverselyaffected.Such a prohibit

286、ion would significantly affect our ability to raise capital on terms acceptable to us,or at all,which wouldhave a material adverse impact on our business,financial condition,and prospects.11 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives

287、/edgar/data/1881472/000164117225014301/formf-1a.htm23/159 Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growthcompany”as defined in the Jumpstart Our Business St

288、artups Act(the“JOBS Act”),enacted in April 2012,or the JOBS Act.An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to larger publiccompanies.In particular,as an emerging growth company,we:may present only two years of audited financial state

289、ments and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives andelements and analyzing how those elements fit with our pri

290、nciples and objectives,which is commonly referred toas“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of ourinternal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not require

291、d to obtain a non-binding advisory vote from our shareholders on executive compensation orgolden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-fo

292、r-performance graphand chief executive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standardsunder 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial report

293、ing.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-inperiods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to use thephase-in periods may make it difficult to compare our

294、financial statements to those of non-emerging growth companies and otheremerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i)the last day of the fiscal year during which we havetotal annual g

295、ross revenues of at least US$1.235 billion;(ii)the last day of our fiscal year following the fifth anniversary of thecompletion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are

296、 deemed to be a“large accelerated filer”under the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of our Class A ordinary sharesthat are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second

297、 fiscalquarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implications of Being a Foreign Private Issuer We are a“foreign private issuer,”within the meaning of the rules under the Exchange Act.As such,we are exempt

298、 fromcertain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are les

299、srigorous than the rules that apply to domestic public companies;12 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm24/159 we are not required to provide the same level of disclosure on ce

300、rtain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosuresof material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or autho

301、rizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports oftheir share ownership and trading activities and establishing insider liability for profits realized from any“short-s

302、wing”trading transaction.Furthermore,Nasdaq Rule 5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home countrycorporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d),provided that wenevertheless comply with Nasdaqs Not

303、ification of Noncompliance requirement(Rule 5625),the Voting Rights requirement(Rule5640)and that we have an audit committee that satisfies Rule 5605(c)(3),consisting of committee members that meet theindependence requirements of Rule 5605(c)(2)(A)(ii).If we rely on our home country corporate govern

304、ance practices in lieu ofcertain of the rules of Nasdaq,our shareholders may not have the same protections afforded to shareholders of companies that aresubject to all of the corporate governance requirements of Nasdaq.If we choose to do so,we may utilize these exemptions for aslong as we continue t

305、o qualify as a foreign private issuer.Impact of COVID-19 Since late December 2019,the outbreak of a novel strain of coronavirus,later named COVID-19,spread rapidlythroughout China and later to the rest of the world.On January 30,2020,the International Health Regulations EmergencyCommittee of the Wor

306、ld Health Organization declared the outbreak a“Public Health Emergency of International Concern(PHEIC),”and later on March 11,2020,a global pandemic.The COVID-19 outbreak has led governments across the globe toimpose a series of measures intended to contain its spread,including border closures,trave

307、l bans,quarantine measures,socialdistancing,and restrictions on business operations and large gatherings.While the spread of COVID-19 was substantiallycontrolled in 2021,several variants of COVID-19 have emerged in different parts of the world and restrictions were re-imposedfrom time to time in cer

308、tain cities to combat sporadic outbreaks.The COVID-19 pandemic has caused companies such as ours,as well as our business partners,to implement temporaryadjustments to work schedules and travel plans,mandating employees to work from home and collaborate remotely.As a result,we may have experienced lo

309、wer efficiency and productivity,internally and externally,which may adversely affect our servicequality.Moreover,our business depends on our employees.If any of our employees has contracted or is suspected of havingcontracted COVID-19,these employees will be required to be quarantined and they could

310、 pass it to other of our employees,potentially resulting in severe disruption to our business.Furthermore,our results of operations have been severely affected by the COVID-19 pandemic.Due to the instability ofglobal financial markets and other economic and financial challenges brought about by COVI

311、D-19,our businesses and clients havebeen adversely affected.More broadly,the COVID-19 pandemic threatens global economies and has caused significant marketvolatility and declines in general economic activities.This may have severely dampened the confidence in global markets andpotential clients.Acco

312、rding to Word Health Organization(“WHO”),the COVID-19 pandemic“has been on a downward trend”withimmunity increasing due to increasing administration of vaccines globally.Whilst there are remaining uncertainties posted by thepotential evolution of COVID-19,the WHO Director-General announced on 5 May

313、2023 that COVID-19 no longer constitutes aPHEIC and is now an established and ongoing health issue,concurring with the advice of the International Health Regulations(“IHR”)Emergency Committee of the WHO.Notwithstanding such announcement,disruptions like general slowdown ineconomic conditions globall

314、y and volatility in the capital markets posed by COVID-19 are far-reaching and prevalent.The extentto which COVID-19 impacts our operating subsidiarys business in the future will depend on future developments,which arehighly uncertain and cannot be predicted,including new information which may emerg

315、e concerning the severity of COVID-19 andthe actions to contain COVID-19 or treat its impact,among others.If the disruptions posed by COVID-19 or other matters ofglobal concern continue for an extended period of time,our subsidiarys ability to pursue its business objectives may be materiallyadversel

316、y affected.In addition,our ability to raise equity and debt financing which may be adversely impacted by COVID-19 andother events,including as a result of increased market volatility,decreased market liquidity and third-party financing beingunavailable on terms acceptable to us or at all.We will con

317、tinue to closely monitor the situation throughout 2025 and beyond.Corporate Information Our principal executive office is located at 3/F,8 Wyndham Street,Central,Hong Kong.Our telephone number is(+852)3577 8770.Our registered office in the BVI is located at Ritter House,Wickhams Cay II,PO Box 3170,R

318、oad Town,Tortola2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm25/159VG1110,British Virgin Islands.Our agent for service of process in the United States is Cogency Global Inc.,located at

319、122 East 42nd Street,18th FloorNew York,NY 10168.Our website is located at .Information contained on,or that can be accessed through,our website is not a part of,and shall not be incorporated by reference into,this prospectus.13 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/f

320、ormf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm26/159 The Offering Issuer:Magic Empire Global Limited Securities being offered:Up to 15,000,000 Class A ordinary shares at an assumed offering priceof$0.54 per Class A ordinary share Number of ordinary shares o

321、utstanding prior to thisoffering:5,064,050 ordinary shares including 4,064,050 Class A ordinary sharesand 1,000,000 Class B ordinary shares.Number of ordinary shares issued and outstanding afterthis offering:Up to 20,064,050 ordinary shares including 19,064,050 Class Aordinary shares and 1,000,000 C

322、lass B ordinary shares.Listing Our Class A ordinary shares are listed on the Nasdaq Capital Marketunder the symbol“MEGL”Voting Rights Class A ordinary shares are entitled to one(1)vote per share.Class B ordinary shares are entitled to twenty(20)votes per share.Non-voting ordinary shares are not enti

323、tled to vote on any and allmatters.Holders of Class A ordinary shares and Class B ordinary shares willvote together as a single class,unless otherwise required by law or ourMemorandum and Articles of Association.The holders of our Class Bordinary shares will hold approximately 51.2%of the total vote

324、s forour issued and outstanding shares following the completion of thisOffering and will have the ability to control the outcome of matterssubmitted to our shareholders for approval,including the election ofour directors and the approval of any change in control transaction.See the sections titled“P

325、rincipal Shareholders”and“Description ofOrdinary Shares”for additional information.Use of proceeds:We intend to use the net proceeds from this offering for strengtheningof our corporate finance advisory business and for generaladministration and working capital.See“Use of Proceeds”on page 43 for mor

326、e information.Reasonable best efforts We are offering the securities on a best-efforts basis.We have engagedRevere Securities LLC as our Placement Agent to use its reasonablebest efforts to solicit offers to purchase the securities in this offering.The Placement Agent is not required to buy or sell

327、any specificnumber or dollar amount of the securities offered hereby,but it willuse its reasonable best efforts to solicit offers to purchase the securitiesoffered by this prospectus.See“Plan of Distribution”on page 93 ofthis prospectus.We will deliver the securities being issued to the investorsele

328、ctronically,upon closing and receipt of investor funds for thepurchase of the securities offered pursuant to this prospectus,if any.Risk factors:Investing in our Class A ordinary shares is highly speculative andinvolves a high degree of risk.As an investor you should be able tobear a complete loss o

329、f your investment.You should carefully considerthe information set forth in the“Risk Factors”section beginning onpage 15.14 2025/6/10 09:19sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1881472/000164117225014301/formf-1a.htm27/159 RISK FACT

330、ORS An investment in our Class A ordinary shares involves a high degree of risk.You should carefully consider the followinginformation about these risks,together with the other information appearing elsewhere in this prospectus,including the section titled“Managements Discussion and Analysis of Fina

331、ncial Condition and Results of Operations”and our consolidated financial statementsand related notes,before deciding to invest in our Class A ordinary shares.The occurrence of any of the following risks could have amaterial adverse effect on our business,financial condition,results of operations and

332、 future growth prospects.In these circumstances,the trading price of our Class A ordinary shares could decline,and you may lose all or part of your investment.Risks Related to Our Corporate Structure We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and

333、 financing requirements,andany limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability toconduct our business.MEGL is a holding company,and we may rely on dividends and other distributions on equity paid by our subsidiaries for ourcash and financing requirements,including the funds necessary to pay dividends and other cash distributi