United States securities and exchange commission logo
March 25, 2022
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. 6 to
Draft Registration
Statement on Form F-1
Submitted March 14,
2022
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.
Draft Registration Statement submitted March 14, 2022
Cover Page
1. We note your disclosure
that during the years ended December 31, 2020 and 2019 and up
to the date of this
prospectus, the only transfer of assets among you and your subsidiaries
consisted of cash.
Please summarize here any limitations based upon your ability to
transfer cash to or
from the operating company to or from GCL or to investors under
Hong Kong law. In
addition, please disclose in the prospectus summary whether
you have cash
management policies that dictate how funds are transferred. The cover
page should also
include cross references to where these limitations and cash management
policies are discussed
further and to the condensed consolidating schedule and the
Sze Hon, Johnson Chen
Magic Empire Global Limited
March 25, 2022
Page 2
consolidated financial statements.
Risks Relating to Doing Business in Jurisdictions We Operate, page 5
2. In this section of your Prospectus Summary section, please include a
cross reference to the
five risk factors where these risks are discussed in greater detail.
Permission required from Hong Kong and Chinese authorities, page 7
3. You state that as of the date of this prospectus, GCL is not required to
obtain any
permission or approval from Hong Kong authorities nor from any PRC
authorities before
listing in the U.S. and to issue our Ordinary Shares to foreign
investors, including the
CSRC or the CAC. Please explain how you determined that no permissions
are required.
If you relied on the advice of counsel, please name counsel here and
include a consent
from counsel as an exhibit. If you did not consult counsel, please
discuss here why you
did not. Similarly revise your risk factors section where appropriate.
We rely on a limited number of key customers for our business, page 14
4. Refer to your response to comment 1. Please clarify, if true, that the
largest customer in
each period was a different customer from the other periods discussed.
Please also
balance the second paragraph of this risk factor by discussing how this
risk may be
amplified by the limited number of IPOs you may sponsor in a given year.
You may contact Rolf Sundwall at (202) 551-3105 or Mark Brunhofer at
(202) 551-
3638 if you have questions regarding comments on 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
March 25, 2022 Page 2
cc: Lawrence S. Venick, Esq.
FirstName LastName