mF International Ltd SEC Filings

mF International Limited adopted a new 2025 Share Incentive Plan effective on November 4, 2025. The plan initially reserves 184,046 ordinary shares, equal to 10.0% of shares outstanding as of adoption, and may remain in place until November 3, 2035.

The share pool will automatically adjust after any capital raising transaction so that it continues to represent 10.0% of issued and outstanding shares on an as-converted basis. The compensation committee may grant options, restricted shares, or RSUs up to this limit and set option exercise prices at levels it considers appropriate, including nominal prices. The company notes these grants could have a dilutionary impact on existing holders. The plan is filed as Exhibit 4.1 and incorporated by reference into the company’s Form F-3.

mF International Limited filed Amendment No. 2 to a Form F-3 shelf registration to offer up to US$700,000,000 of ordinary shares, debt securities, warrants and units from time to time after effectiveness. Any specific terms will be set in future prospectus supplements, and net proceeds from primary sales are intended for general corporate purposes.

The filing cites a public float of approximately $23.34 million based on 525,597 Class A ordinary shares held by non-affiliates at $44.40 per share as of September 15, 2025. Under Form F-3 General Instruction I.B.5, the company states it will not sell more than one-third of its public float in any 12‑month period while float remains below $75.0 million. The Class A ordinary shares trade on Nasdaq as MFI; the October 31, 2025 closing price was $26.94.

Recent developments include the sale of 9,046,892 Class B shares for USD 7,800,000, resulting in the buyer holding approximately 97.73% of aggregate voting power, and an 8:1 share consolidation to 525,597 Class A and 1,130,862 Class B shares. For 2024, revenue was HK$26,085,318 (US$3,358,178) with a net loss of HK$20,210,992 (US$2,601,926).

mF International Limited (Nasdaq: MFI) filed Amendment No. 1 to a Form F-3 shelf registration statement to register up to US$700,000,000 of securities, including Class A ordinary shares, debt securities, warrants and units, to be offered from time to time after effectiveness. Offerings may be made via underwriters, dealers, agents or direct sales, with specific terms set in future prospectus supplements. Net proceeds from any primary sale will be used for general corporate purposes and other business opportunities.

The filing notes the company’s public float was approximately US$23.34 million, based on 525,597 Class A ordinary shares held by non‑affiliates and a US$44.40 price on August 13, 2025. Under General Instruction I.B.5, sales in any 12‑month period will not exceed one‑third of the public float while it remains below US$75.0 million. MFI’s Class A shares trade on Nasdaq under “MFI,” and closed at US$33.51 on October 21, 2025. The company highlights risk factors tied to its Hong Kong operations, dual‑class structure, emerging growth company and foreign private issuer status.

mF International Ltd completed an IPO on April 24, 2024 raising $5,330,276 net of offering costs and reclassified deferred offering costs of HK$4,497,815 (US$576,643) to equity. The company reports operations and assets primarily in Hong Kong, uses HK$ as reporting currency and translated US$ amounts for convenience at US$1 = HK$7.8499. Allowance for credit losses was HK$966,947 at 12/31/2024 and HK$947,396 (US$120,689) at 6/30/2025. One customer represented approximately 11.2% of revenue for the six months ended 6/30/2025 and accounts receivable concentrations are notable. The board approved an 8-for-1 share consolidation effective for trading on July 10, 2025. Subsequent to period end the company formed two wholly owned subsidiaries and entered an unsecured $1,000,000 term loan from its controlling shareholder due 12/25/2025 at 5% interest.

mF International Limited disclosed that on August 26, 2025 it entered an unsecured term loan agreement with its controlling shareholder, Fire Lucky Investment Co., Ltd., providing the company with a $1,000,000 loan. The loan carries a 5% per annum interest rate payable at maturity, is due on December 25, 2025, and may be prepaid without penalty with at least ten business days' written notice to Fire Lucky. The audit committee and the board approved the related-party transaction on August 25, 2025. The company furnished the full loan agreement as Exhibit 99.1 to the Form 6-K.

mF International Limited (Nasdaq: MFI) has filed a Form 6-K to announce an 8-for-1 share consolidation approved on May 30 2025. The action converts the company’s 4,204,775 Class A and 9,046,892 Class B ordinary shares into 525,597 Class A and 1,130,862 Class B shares, respectively. Each Class A share retains one vote, while each Class B share continues to carry 20 votes, so voting power remains proportionate.

The post-consolidation shares will begin trading on the Nasdaq Capital Market at the market open on 10 July 2025 under the unchanged ticker “MFI” but with a new CUSIP: G6065C121. No fractional shares will be issued; holdings not divisible by eight will be rounded up to the next whole share, with no cash paid.

• Purpose: Although not explicitly stated, reverse splits are commonly used to boost per-share price and safeguard exchange listing status.
• Capital structure: Total outstanding shares decrease eight-fold but shareholder economic interest is unaffected.
• Administration: The company will handle rounding at both record-holder and brokerage participant levels.

The filing contains no financial results or operational updates; therefore, the move’s chief significance lies in its potential effect on market perception, liquidity, and Nasdaq compliance.

Fire Lucky Investment and Dawei Yuan have filed Amendment No. 1 to Schedule 13D reporting the completion of a significant share acquisition in mF International Limited. On June 25, 2025, Fire Lucky acquired 9,046,892 Class B Ordinary Shares at $0.8622 per share for a total consideration of $7.8 million.

Key details of the transaction:

• Fire Lucky now owns 100% of the company's Class B shares, representing approximately 68.3% of total outstanding Ordinary Shares
• Dawei Yuan, as sole director and shareholder of Fire Lucky, indirectly benefits from this ownership
• The share calculation is based on 4,204,775 Class A Shares and 9,046,892 Class B Shares outstanding as of April 23, 2025
• Both reporting persons share voting and dispositive power over all 9,046,892 Class B shares

This amendment confirms the closing of the previously announced Share Purchase Agreement, marking a significant change in mF International's ownership structure.

mF International Limited has successfully regained compliance with Nasdaq's minimum bid price requirement after previously receiving a non-compliance notification on August 1, 2024. The company's Class A Ordinary Shares maintained a closing bid price of $1.00 or higher for 10 consecutive business days from June 2-13, 2025.

The initial non-compliance notice was issued when the stock price fell below $1.00 for 30 consecutive business days from June 18 to July 31, 2024. Nasdaq has now confirmed the matter is resolved, though the company must continue monitoring its share price to maintain listing requirements.

• Trading Venue: Nasdaq Capital Market
• Compliance Rule: Nasdaq Listing Rule 5550(a)(2)
• Current Status: Compliant
• Risk Disclosure: Future non-compliance could result in potential delisting