Magic Empire Global Ltd (MEGL) Form 424B5 — Sep 29, 2026
Magic Empire Global priced a registered direct offering of 2,678,572 units at $1.12, each unit containing one Class A ordinary share and a warrant, for gross proceeds of roughly $3.0 million and net proceeds of approximately $2.54 million. The warrant structure is unusually dilutive: each warrant carries a zero exercise price option allowing holders to receive nine shares per warrant for no additional consideration, up to 24,107,148 shares, meaning the company will likely receive no proceeds from warrant exercises while potential total issuance approaches 40% of post-offering shares outstanding.
Key figures
- Gross Proceeds
- 3000000.64
- Offering Price
- 1.12
- Shares Offered
- 2,678,572 units (one Class A share + one warrant each); 24,107,148 warrant shares
- Net Proceeds
- approximately $2.54 million
- Warrant Term
- 1 year
- Accumulated Deficit
- $2,241,895
- Cash As Of Dec31 2025
- $15,511,392 (pro forma as adjusted $29,941,392.59)
- Zero Exercise Option
- 9 Class A shares per warrant at zero exercise price
- Warrant Exercise Price
- $1.12 per share
- Placement Agent Fees Total
- 210000.04
- Placement Agent Fee Percent
- 7.0% of gross proceeds plus 1.0% non-accountable expense allowance and $50,000 sign-on fee
- Pre Offering Last Sale Price
- $1.12 (September 25, 2026)
- Shares Outstanding Post Offering
- 66,742,622 Class A + 1,000,000 Class B
- Dilution Per Share To New Investors
- $0.67
AI analysis
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