United States securities and exchange commission logo
November 10, 2021
Sze Hon, Johnson Chen
Chief Executive Officer
Magic Empire Global Limited
3/F, 8 Wyndham Street
Central, Hong Kong
Re: Magic Empire Global
Limited
Amendment No. 1 to
Draft Registration
Statement on Form F-1
Submitted October
8, 2021
CIK No. 0001881472
Dear Mr. Chen:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amended Draft Registration Statement submitted October 8, 2021
Cover Page
1. Refer to your response
to comment 1. Please revise the cover page to specify in the bullet
points that
governmental actions could "significantly limit or completely hinder" your
ability to continue
operations. and remove the sentence beginning "However, as we have
no subsidiary, VIE
structure . . ." in the seventh paragraph.
Corporate History and Structure, page 3
2. Refer to your response
to comment 11. Please revise your cover page to indicate that
following this offering
only 25% of your shares will be held by public shareholders.
Sze Hon, Johnson Chen
Magic Empire Global Limited
November 10, 2021
Page 2
Recent Regulatory Developments in the PRC, page 6
3. Refer to your response to comment 3. Please specify in the summary and
in your risk
factors that the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice, therefore, your assertions and
beliefs of the risks
imposed by the Chinese legal and regulatory system cannot be certain.
Other Corporate Governance matters, page 86
4. Refer to your response to comment 9. Please revise this section, and
make corresponding
changes to the Cover Page and the Summary explicitly stating that even
if you are not
considered a "controlled company" under Nasdaq corporate governance
rules, your
directors, officers and principal shareholders holding [63.02%] or more
of your shares and
will be able to control its management and affairs.
You may contact Rolf Sundwall at (202) 551-3105 or Mark Brunhofer at
(202) 551-
3638 if you have questions regarding the financial statements and related
matters. Please contact
Eric Envall at (202) 551-3234 or J. Nolan McWilliams at (202) 551-3217 with any
other
questions.
Sincerely,
FirstName LastNameSze Hon, Johnson Chen
Division of
Corporation Finance
Comapany NameMagic Empire Global Limited
Office of Finance
November 10, 2021 Page 2
cc: Lawrence S. Venick, Esq.
FirstName LastName