/C O R R E C T I O N -- mF International Limited/

Rhea-AI Summary

mF International (Nasdaq: MFI) announced a $500.0 million private placement (PIPE) to launch a digital asset treasury strategy.

The PIPE contemplates the sale of 50 million class A ordinary shares and pre-funded warrants at $10.00 per share, with closing expected on or around December 1, 2025. Gross proceeds are expected to be $500.0 million before offering expenses.

The company intends to use net proceeds primarily to acquire bitcoin cash and establish digital asset treasury operations, with remaining funds for working capital and general corporate purposes. The company entered registration rights agreements and said it will file a Form 6-K with the SEC; Cooley LLP is U.S. legal advisor.

Positive

• $500.0 million gross proceeds expected from PIPE
• Proceeds earmarked to acquire bitcoin cash and build digital treasury
• Registration rights agreement to enable resale registration
• Deal expected to close on or around Dec 1, 2025

Negative

• Issuance of 50 million class A shares and pre-funded warrants may dilute shareholders
• Securities currently unregistered under the Securities Act until registration or exemption
• Closing is subject to customary conditions, creating timing uncertainty

News Market Reaction – MFI

+3.07% 16.5x vol

23 alerts

+3.07% News Effect

+121.5% Peak Tracked

-12.0% Trough Tracked

+$1M Valuation Impact

$44M Market Cap

16.5x Rel. Volume

On the day this news was published, MFI gained 3.07%, reflecting a moderate positive market reaction. Argus tracked a peak move of +121.5% during that session. Argus tracked a trough of -12.0% from its starting point during tracking. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $1M to the company's valuation, bringing the market cap to $44M at that time. Trading volume was exceptionally heavy at 16.5x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

In the news release, mF International Announces Private Placement of $500.0 Million to Launch a Digital Asset Treasury Strategy, issued 21-Nov-2025 by mF International Limited over PR Newswire, we are advised by the company that changes have been made. The complete, corrected release follows, with additional details at the end:

mF International Announces Private Placement of $500.0 Million to Launch a Digital Asset Treasury Strategy

HONG KONG, Nov. 21, 2025 /PRNewswire/ -- mF International Limited (Nasdaq: MFI) ("mF" or the "Company"), today announced a $500.0 million private placement, or PIPE, with accredited institutional investors in connection with its plans to initiate a digital asset treasury strategy. The PIPE is expected to involve the sale of 50 million of the Company's class A ordinary shares and pre-funded warrants at a purchase price of $10.00 per class A ordinary share. mF expects to release additional updates regarding its treasury activities in the near-term.

The PIPE is expected to close on or around December 1, 2025. The Company expects to receive aggregate gross proceeds of $500.0 million from the PIPE, before deducting offering expenses. The Company intends to use the net proceeds primarily fund the acquisition of bitcoin cash and the establishment of the Company's digital asset treasury operations, as well as for working capital, general corporate and other purposes.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The offer and sale of the securities to be sold in the PIPE, including the ordinary shares underlying the pre-funded warrants, are being made in transactions not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and such applicable state securities laws. Each securities purchase agreement contains representations, warranties and other provisions customary for transactions of this nature. Subject to the satisfaction of customary closing conditions, the Company currently anticipates that the closings of the transactions contemplated by the Securities Purchase Agreement will take place on or around December 1, 2025. Additional information regarding this offering and the securities purchase agreement will be included in a Form 6-K to be filed by the Company with the U.S. Securities and Exchange Commission (the "SEC").

Concurrently with the execution of the securities purchase agreements related to the PIPE and the initial private placement, the Company and the investors entered into registration rights agreements, pursuant to which the Company agreed to file certain resale registration statements with SEC to register the resale of the ordinary shares purchased (whether directly or through exercise of warrants) by the investors in the PIPE. Cooley LLP is acting as U.S. legal advisor to mF.

About mF International Limited

mF International Limited is a British Virgin Islands holding company with three operating subsidiaries in Hong Kong. Upon the closing the Private Placement, mF will be implementing a long-term strategic digital asset treasury strategy. The Company's principal Hong Kong operating subsidiary, m-FINANCE, is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions via internet or platform as software as a service, or SaaS. m-FINANCE has approximately 20 years of experience providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients in the region. With clients located over mainland China, Hong Kong and Southeast Asia, m-FINANCE provides customers with the mF4 Trading Platform, Trader Pro, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform "Broker+" Solution, Social Trading Apps and other value-added services. For more information, please visit the Company's website: https://ir.m-finance.com/. 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:
mF International Limited
Investor Relations Department
Email: ir@m-finance.net 

ICR, LLC
Email: mFInternational.IR@icrinc.com 

Correction: An earlier version of this release listed the expected close date as on or around "December 1, 2026". The actual expected close date is on or around December 1, 2025.

View original content:https://www.prnewswire.com/news-releases/mf-international-announces-private-placement-of-500-0-million-to-launch-a-digital-asset-treasury-strategy-302623236.html

SOURCE mF International Limited

FAQ

What is the size and structure of mF International's PIPE announced Nov 21, 2025 (MFI)?

The PIPE is for $500.0 million, consisting of 50 million class A ordinary shares and pre-funded warrants at $10.00 per share.

When is the mF International (MFI) PIPE expected to close and when will updates be provided?

The company expects the PIPE to close on or around December 1, 2025 and said it will release additional treasury updates in the near term.

How does mF International (MFI) plan to use the net proceeds from the $500M PIPE?

Net proceeds are intended primarily to fund acquisition of bitcoin cash and establish the company's digital asset treasury operations, plus working capital and general corporate purposes.

Will mF International (MFI) file disclosures with the SEC about the PIPE?

Yes, the company said additional information will be included in a Form 6-K to be filed with the SEC and that it entered registration rights agreements for resale registration.

Who is advising mF International (MFI) on the PIPE transaction?

Cooley LLP is acting as U.S. legal advisor to mF International on the transaction.