Statement of Beneficial Ownership (sc 13d)
23 May 2023 - 4:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
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MAGIC
EMPIRE GLOBAL LIMITED |
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(Name
of Issuer) |
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Ordinary
Shares, US$0.0001 per share |
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(Title
of Class of Securities) |
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G5865E
105 |
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(CUSIP
Number) |
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Lawrence
S. Venick, Esq.
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place, Central
Hong
Kong SAR
Telephone:
+852-3923-1111
Fax:
+852-3923-1100 |
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(Name,
Address and Telephone Number of Person Authorized to |
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Receive
Notices and Communications) |
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May
22, 2023 |
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(Date
of Event which Requires Filing of this Statement) |
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G5865E 105
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13D |
Page
2 of 5 Pages |
1 |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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CHEN
Sze Hon Johnson |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see
instructions) |
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(a) |
☐ |
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(b) |
☐ |
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3 |
SEC
USE ONLY |
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4 |
SOURCE
OF FUNDS* (see instructions) |
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OO |
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5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS |
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2(d) OR 2(e) |
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☐ |
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6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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HONG
KONG |
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7 |
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
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0 |
8 |
SHARED
VOTING POWER |
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5,251,500 |
9 |
SOLE
DISPOSITIVE POWER |
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0 |
10 |
SHARED
DISPOSITIVE POWER |
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5,251,500 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,251,500 |
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12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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(see
instructions) |
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☐ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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25.9% |
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14 |
TYPE
OF REPORTING PERSON* (see instructions) |
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IN |
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CUSIP No. G5865E 105 |
13D |
Page
3 of 5 Pages |
Item 1. |
Security and Issuer. |
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This Schedule 13D relates to the US$0.001 par value Ordinary Shares of Magic Empire Global Limited, a BVI company (the “issuer”). The address of the principal executive office of the Issuer is 3/F, 8 Wyndham Street, Central, Hong Kong.
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Item 2. |
Identity and Background. |
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(a) |
This
Schedule 13D is being filed by Mr. CHEN Sze Hon Johnson, the holder of 5,251,500 ordinary shares of the Issuer (the “Reporting
Person”) |
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(b) |
The
principal business address of the Reporting Person is 3/F, 8 Wyndham Street, Central, Hong Kong. |
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(c) |
The
Reporting Person’s principal occupation is executive Director and Chief Executive Officer of the Issuer. |
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(d) |
During
the last five years, The Reporting Person has not been convicted in a criminal proceeding or been a party to a civil proceeding of
any judicial or administrative body of competent jurisdiction as a result of which he was or is a subject to a judgement, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. |
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(e) |
The
Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws. |
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(f) |
The
Reporting Person is a citizen of Hong Kong |
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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The Reporting Person became the beneficial owner of 5,251,500 ordinary shares (taking into consideration the share split on July 14, 2021) of the Issuer on May 10, 2016, upon its incorporation.
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CUSIP No. G5865E 105 |
13D |
Page
4 of 5 Pages |
Item 4. |
Purpose of Transaction. |
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(a) |
N/A |
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(b) |
N/A |
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(c) |
N/A |
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(d) |
N/A |
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(e) |
N/A |
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(f) |
N/A |
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(g) |
N/A |
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(h) |
N/A |
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(i) |
N/A |
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(j) |
N/A |
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Item 5. |
Interest in Securities of the Issuer. |
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(a) |
The
responses to Items 11 and 13 of the cover pages to this Schedule 13D are incorporated therein. |
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(b) |
The
responses to Items 7 to 10 of the cover pages to this Schedule 13D are incorporated therein. |
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(c) |
The
Reporting Person had not entered into any transaction in the Shares during the sixty days immediately prior to May 22, 2023 |
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(d) |
As
of May 22, 2023, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of shares beneficially owned by the Reporting Person. |
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(e) |
N/A |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer. |
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As
of May 22, 2023, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person
or between the Reporting Person and any other person, with respect to any securities of the Issuer. |
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Item 7. |
Material to be Filed as Exhibits. |
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N/A |
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CUSIP No. G5865E 105 |
13D |
Page
5 of 5 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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/s/
CHEN Sze Hon Johnson |
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(Name) |
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(Title) |
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May
22, 2023 |
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(Date) |
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