智富 2025年年度报告和过渡报告

FORM 20-F (Mark one) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report: For the transition period from __________ to ____________Commission file number: 001-41467 Magic Empire Global Limited(Exact name of the Registrant as specified in its charter) N/A(Translation of registrant’s name into English) British Virgin Islands(Jurisdiction of incorporation or organization) 3/F, 8 Wyndham StreetCentral, Hong Kong(Address of principal executive offices) Ms. Vivien TaiTel: (852) 3577 8770Email: meglir@giraffecap.com 3/F, 8 Wyndham StreetCentral, Hong Kong(Name, Telephone, E-mail and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: Warrants, each to purchase one ordinary shareTitle of Class Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The registrant had 20,256,099 ordinary shares issued and outstanding as of December 31, 2024. As of the date ofthis Annual Report, the registrant had 4,064,050 Class A ordinary shares and 1,000,000 Class B ordinary sharesissued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filerAccelerated filerNon-accelerated filerEmerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAPInternational Financial ReportingStandards as issued by the InternationalAccounting Standards BoardOther If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. Item 17Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). YesNo TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS4DEFINITIONS5PART I6ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2. OFFER STATISTICS