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 November 2025
Commission
file number: 001-42027
mF
International Limited
2308,
23/F, The Center, 99 Queen’s Road Central,
Central,
Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
ADOPTION
OF 2025 INCENTIVE PLAN
To
promote the success and enhance the value of mF International Limited (the “Company”), on November 4, 2025, the Company’s
board of directors approved the 2025 Share Incentive Plan (the “2025 Incentive Plan”), which became effective upon adoption
and may persist for up to ten years, or until November 3, 2035.
Under
the 2025 Incentive Plan, the maximum aggregate number of ordinary shares available for issuance (the “Share Limit”) shall
initially be an aggregate of 184,046 ordinary shares, representing ten percent (10.0%) of the total ordinary shares of the Company outstanding
as of the date hereof. Pursuant to the 2025 Incentive Plan, the Share Limit will be automatically increased in connection with any subsequent
capital raising transaction (including of convertible or exchangeable securities, in addition to equity securities) such that the Share
Limit will always represent ten percent (10.0%) of the total number of issued and outstanding Shares of the Company on an as-converted
basis. Under the terms of the 2025 Incentive Plan, the Committee (as defined in the 2025 Equity Incentive Plan) has authority to issue
share options, restricted shares or restricted share units, up to the Share Limit, and may set the exercise price of a share option at
such amount as it considers appropriate, which may or may not be a fixed or variable price or related to the Fair Market Value of the
Shares. Grants of share options at nominal exercise prices or grants of restricted shares or restricted share units could have a dilutionary
impact on existing holders of the Company’s securities. The Company’s compensation committee also has broad discretion pursuant
to the 2025 Equity Incentive Plan to further delegate the duties of the Committee.
The
above description of the material terms of the 2025 Equity Incentive Plan is qualified in its entirety by reference to the Company’s
2025 Equity Incentive Plan, which is included as Exhibit 4.1 hereto and incorporated by reference herein.
Exhibit
4.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration
No. 333-290220) of the Company and to be a part thereof from the date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished.
EXHIBITS
| Exhibit
No. |
|
Description |
| 4.1 |
|
mF International Limited’s 2025 Incentive Plan |
Signature
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 |
| |
|
| |
By: |
/s/
Haoyu Wang |
| |
Name: |
Haoyu
Wang |
| |
Title: |
Chief
Executive Officer and Executive Director |
Date:
November 4, 2025
