mF International to Consolidate Shares 8:1, New CUSIP G6065C121

Rhea-AI Filing Summary

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.

Positive

• Potential Nasdaq compliance: Higher post-split share price could help the company avoid delisting risk.
• Improved market optics: A reduced share count and higher nominal price may enhance credibility with certain institutional investors.

Negative

• Perception of weakness: Reverse splits are often interpreted as red flags signaling prior share-price deterioration.
• No operational updates: Filing offers no new financial or strategic information to support long-term value.

Insights

Financial Analyst

TL;DR: 8-for-1 reverse split improves price optics but doesn’t change fundamentals; impact largely neutral.

The consolidation reduces share count, thereby multiplying the per-share price—an expedient often used to maintain Nasdaq listing thresholds. Because each investor’s proportional ownership and the company’s market capitalization remain unchanged, the maneuver has no direct economic impact. It could, however, narrow the bid-ask spread and attract institutional investors restricted by minimum-price policies. Absent complementary operational milestones or earnings data, the event is cosmetic and should be assessed as neutral to valuation unless it signals underlying price-weakness concerns.

Corporate Governance Expert

TL;DR: Governance structure intact; super-voting Class B shares survive, so control dynamics unchanged.

The board and shareholders authorized the consolidation, indicating procedural compliance. Importantly, the 20-to-1 voting differential between Class B and Class A shares persists, preserving existing control concentration. No cash settlement for fractions minimizes administrative cost but shifts marginal benefit to holders via rounding up. Overall governance impact is negligible; disclosure appears adequate under SEC Rule 13a-16.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2025

 

Commission File Number: 001-42027

 

mF International Limited

 

Unit 1801, Fortis Tower, 77-79 Gloucester Road,

Wan Chai, Hong Kong

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

mF International Limited Announces Share Consolidation

 

mF International Limited (the “Company”) today announced that the Company plans to effect a consolidation of all of the Company’s issued and outstanding 4,204,775 Class A ordinary shares of no par value, each with one vote per share, and 9,046,892 Class B ordinary shares of no par value, each with 20 votes per share, on an 8:1 basis (the “Share Consolidation”), which was approved by the Company’s board of directors and shareholders on May 30, 2025. As a result of the Share Consolidation, each of the 4,204,775 Class A ordinary shares and 9,046,892 Class B ordinary shares will automatically be consolidated into 525,597 Class A ordinary shares of no par value, each with one vote per share (the “Class A Ordinary Shares”), and 1,130,862 Class B ordinary shares of no par value, each with 20 votes per share (the “Class B Ordinary Shares”), respectively, without any action on the part of the shareholders.

 

Beginning with the opening of trading on July 10, 2025, the Class A Ordinary Shares will trade on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “MFI,” but under a new CUSIP number of G6065C121. No fractional shares will be issued in connection with the Share Consolidation. Instead, record holders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Share Consolidation ratio will automatically be entitled to receive an additional fraction of one share of the relevant class to round up to the next whole share. For those beneficial holders who hold shares through a brokerage firm, the Company intends to round up fractional shares at the participant level. Cash will not be paid for fractional shares.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 	mF International Limited
 	 	 
Date: July 7, 2025	By:	/s/ Haoyu Wang
 	Name:	Haoyu Wang
 	Title:	Chief Executive Officer and Executive Director

 

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FAQ

When does the MFI share consolidation take effect?

The post-consolidation Class A shares will begin trading on 10 July 2025.

What is the ratio of mF International's reverse split?

The company is executing an 8-for-1 share consolidation of both Class A and Class B ordinary shares.

Will mF International change its ticker after the consolidation?

No. The Class A Ordinary Shares will continue to trade under MFI but will carry a new CUSIP (G6065C121).

How are fractional MFI shares handled post-split?

Fractional entitlements are rounded up to the next whole share; no cash is paid.

Does the share consolidation affect voting rights?

No. Class A still has one vote per share and Class B retains 20 votes per share, preserving proportional control.