SCHEDULE 13D: Power Partner Capital Acquires Mericorn, Gains MGRT Control

Power Partner Capital Limited has completed the acquisition of Mericorn Company Limited, thereby gaining indirect beneficial ownership of 72.73% of Mega Fortune Co Ltd (MGRT).

Summary

• Power Partner Capital Limited (PPCL) acquired 100% of Mericorn Company Limited (Mericorn) through two separate share purchase agreements.
• The main acquisition involved PPCL purchasing 9,999 ordinary shares of Mericorn from four sellers (Ip Tsz Ying, Tin Sze Wai, Tam Tak Seng, Wong Ka Ki) for an aggregate consideration of US$5,349,465.
• A deposit of US$1,605,000 was paid by PPCL to the Mericorn shareholders on September 30, 2025, which was applied towards the purchase price.
• PPCL previously acquired 1 ordinary share of Mericorn (0.01% equity) from Choo Wai Hang for US$535 on December 8, 2025.
• Mericorn Company Limited is the registered and beneficial owner of 10,000,000 ordinary shares of Mega Fortune Co Ltd (MGRT), representing 72.73% of MGRT's total issued and outstanding share capital.
• WANG Zixi, as the sole shareholder of PPCL, is now the ultimate beneficial owner of the 72.73% stake in MGRT.
• The acquisition led to significant changes in MGRT's board of directors, with four directors resigning and three new directors being appointed.
• The Reporting Persons (PPCL, Mericorn, and WANG Zixi) acquired the shares for investment purposes and may review their investment and take further actions, including additional purchases or dispositions.

Sentiment

Score: 7

Explanation: The sentiment is positive for the acquiring entity (Power Partner Capital Limited and WANG Zixi) as they successfully gained control of a significant stake in a Nasdaq-listed company. For MGRT, it represents a change in control of its majority shareholder, which can be seen as a neutral to moderately positive development depending on the new owner's strategic plans.

Positives

• PPCL successfully consolidated 100% ownership of Mericorn, streamlining control over its significant MGRT stake.
• The transaction provides PPCL and its sole shareholder, WANG Zixi, with a controlling interest in MGRT, enabling strategic influence over its future direction.
• The acquisition was financed with working capital on hand, indicating financial readiness for the transaction.

Negatives

• No specific negative financial or operational outcomes for MGRT were disclosed in the filing, as it primarily concerns a change in beneficial ownership of its majority shareholder.

Risks

• The transaction's closing was contingent on MGRT shares continuing to be duly listed and in good standing on The Nasdaq Capital Market, with no suspension or delisting proceedings pending or threatened.
• Warrantors (Sellers and Mericorn) are required to comply with Applicable AML Laws and Applicable Trade Laws, and proceeds must not be used for activities in sanctioned countries or with sanctioned persons.
• A Material Adverse Effect on the business, operations, assets, financial condition, or prospects of the Group Companies (Mericorn and its subsidiaries, including MGRT) since the Deposit Agreement date could have prevented closing.
• Undisclosed liabilities of any Group Company could result in Indemnifiable Losses for the Buyer.
• Pending or threatened litigation challenging the legality of the transaction or preventing performance by sellers could have impacted the closing.

Future Outlook

The Reporting Persons intend to continuously review their investment in MGRT and may adjust their position by making additional purchases or disposing of shares, depending on MGRT's business, financial condition, market conditions, and other factors. The composition of MGRT's board of directors may also be further changed.

Management Comments

• WANG Zixi serves as the Chief Investment Officer of Power Partner Capital Limited.

Industry Context

This filing represents a significant change in the ownership structure of a publicly traded company (MGRT) through the acquisition of its majority shareholder. Such transactions can signal a new strategic direction or increased operational oversight from the new controlling entity. The focus on investment holding suggests a long-term strategic interest rather than immediate operational changes, though board appointments indicate an intent to exert control.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MGRT: Experience a change in the ultimate controlling party of their majority shareholder, which could lead to new strategic directions or operational changes.
• Management and Employees of MGRT: Significant changes in the board of directors and executive roles (CFO, COO) indicate potential shifts in leadership and operational priorities.
• Creditors of MGRT: The change in control of the majority shareholder may influence future financing strategies or risk assessments, though no direct impact is detailed.

Next Steps

• Power Partner Capital Limited will continue to review its investment in MGRT.
• Reporting Persons may make additional purchases or dispose of MGRT shares in the open market or privately negotiated transactions.
• The composition of MGRT's board of directors may be further changed from time to time in accordance with its memorandum and articles of association.
• QBS System Limited, an indirect subsidiary of Mericorn, shall cooperate with the Buyer in providing materials for financial reports to NASDAQ.

Key Dates

Keywords

Mega Fortune Co Ltd, MGRT, Power Partner Capital Limited, PPCL, Mericorn Company Limited, Share Purchase Agreement, Beneficial Ownership, Nasdaq Capital Market, Investment Holding, Corporate Control, Director Changes