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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Magic Empire Global Ltd (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
Xu XiaoXi Room 2303, 6A, Block E, City Holiday, Garden, No.28 Luhua Road, Xiashan Dist. Zhanjiang, Guangdong, F4, 524000 (86) 13828286099 Fu Kam Holdings Limited OMC Chambers, Wickhams Cay 1,, Road Town, Tortola, D8, VG1110 (852) 57228366 Easefound Investment Limited OMC Chambers, Wickhams Cay 1,, Road Town, Tortola, D8, VG1110 (852) 61136332 Jiming International Trade Ltd Room 602, 6/F, Kai Yue Commercial, Building No.2C Argyle Street, Mongkok, Kowloon, K3, 000000 (86) 18835285187 Quick Cash Technology Limited Unit D3, 11/F, Luk Hop Industrial Bldg., No.8 Luk Hop Street, San Po Kong, Kowloon, K3, 000000 (86) 15034050409 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Xu Xiaoxi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
342,973.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.77 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Fu Kam Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,002,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.80 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Easefound Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
527,650.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Jming International Trade Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
395,737.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Quick Cash Technology Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
369,355.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares |
| (b) | Name of Issuer:
Magic Empire Global Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
3/F, 8 Wyndham Street, Central,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | Fu Kam Holdings Limited, Easefound Investment Limited, Jiming International Trade Company Limited and Quick Cash Technology Limited, and Xu Xiao Xi, are collectively referred to herein as "Reporting Persons," and each, a "Reporting Person." |
| (b) | The address of Xu Xiaoxi, is Room 2303, 6A, Block E, City Holiday Garden, No.28 Luhua Road, Xiashan District, Zhanjiang, Guangdong, the People's Republic of China. |
| (c) | The registered office address of Fu Kam Holdings Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The registered office address of Easefound Investment Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The registered office address of Jiming International Trade Company Limited is Room 602, 6/F, Kai Yue Commercial Building No.2C Argyle Street, Mongkok, Kowloon, Hong Kong. The registered office address of Quick Cash Technology Limited is listed is Unit D3, 11/F, Luk Hop Industrial Building, No.8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong. |
| (d) | During the last five years, none of the Reporting Persons nor, to the best knowledge of the applicable Reporting Persons, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 judgment, 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. |
| (e) | During the last five years, none of the Reporting Persons nor, to the best knowledge of the applicable Reporting Persons, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 judgment, 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. |
| (f) | China, British Virgin Islands, and Hong Kong SAR |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 22, 2026, the Reporting Persons entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which the Report Person purchased an aggregate of 1,638,250 class A ordinary shares with no par value and 1,000,000 Class B ordinary shares with no par value of the Issuer. The Closing of the Share Purchase Agreement was on June 11, 2026. The foregoing descriptions of the Share Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Purchase Agreement, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
On May 22, 2026, the Reporting Persons entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which the Report Person purchased an aggregate of 1,638,250 class A ordinary shares with no par value and 1,000,000 Class B ordinary shares with no par value of the Issuer. The Closing of the Share Purchase Agreement was on June 11, 2026. The foregoing descriptions of the Share Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Purchase Agreement, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Items 11 and 13 of the cover pages to this are incorporated herein by reference. |
| (b) | The responses to Items 7 to 10 of the cover pages to this are incorporated herein by reference. |
| (c) | During the past 60 days, the Reporting Person purchased an aggregate of 1,638,250 Class A ordinary shares and 1,000,000 Class B ordinary shares. |
| (d) | Except as described in Item 3, no person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Ordinary Shares beneficially owned by the Reporting Person as reported in this Statement. |
| (e) | June 11, 2026 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described herein and the exhibit attached, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting Person and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1* - Share Purchase Agreement * Filed herewith |
| 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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