UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March, 2024
Commission
File Number: 001-41467
Magic
Empire Global Limited
3/F,
8 Wyndham Street
Central,
Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On
February 28, 2024, Magic Empire Global Limited (the “Company”) received a letter from the Listing Qualifications staff of
The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period
from January 16, 2024 to February 27, 2024, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing
Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
The
notification has no immediate effect on the listing of the Company’s ordinary shares. Nasdaq has provided the Company with an 180
calendar days compliance period, or until August 26, 2024, in which to regain compliance with Nasdaq continued listing requirement. In
the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar
days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its
intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it
appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice
that the Company’s securities will be subject to delisting.
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
This
Form 6-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) that the Company publicly disclose the deficiency within
four (4) business days after the date of the deficiency letter.
Attached
as Exhibit 99.1 to this Report on Form 6-K is a copy of the press release of Magic Empire Global Limited, dated March 1, 2024.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Magic
Empire Global Limited |
|
|
|
Date:
March 1, 2024 |
By: |
/s/
Sze Hon, Johnson Chen |
|
|
Sze
Hon, Johnson Chen |
|
|
Chief
Executive Officer |
Exhibit
99.1
Magic
Empire Global Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency
Hong
Kong, March 1, 2024 (GLOBE NEWSWIRE) – Magic Empire Global Limited (NASDAQ: MEGL) (“MEGL”, or the “Company”)
announced that, on February 28, 2024, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market
(“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 16, 2024
to February 27, 2024, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2),
to maintain a minimum bid price of $1 per share.
The
notification has no immediate effect on the listing of the Company’s ordinary shares. Nasdaq has provided the Company with an 180
calendar days compliance period, or until August 26, 2024, in which to regain compliance with Nasdaq continued listing requirement. In
the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar
days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its
intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it
appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice
that the Company’s securities will be subject to delisting.
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
About
Magic Empire Global Limited
Magic
Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory
services and underwriting services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent
financial advisory services; (iii) compliance advisory services; (iv) underwriting services; and (iv) corporate services. For more information,
visit the Company’s website at http://www.meglmagic.com.
Safe
Harbor Statement
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”
“continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration
statement and other filings with the SEC, which are available for review at www.sec.gov.
Hong
Kong:
Magic
Empire Global Limited
Ms.
Vivien Tai
Tel:
+852 3577 8770
E-mail:
meglir@giraffecap.com
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