mF International raises $500M PIPE for bitcoin cash strategy

mF International Limited entered into a PIPE financing with institutional investors, agreeing to sell 50 million Class A ordinary shares and pre-funded warrants, raising expected aggregate gross proceeds of $500.0 million before expenses.

Rhea-AI Filing Summary

mF International Limited entered into a PIPE financing with institutional investors, agreeing to sell 50 million Class A ordinary shares and pre-funded warrants, raising expected aggregate gross proceeds of $500.0 million before expenses. The shares are priced at $10.00 each, while the pre-funded warrants are priced at $9.99999 with a nominal exercise price of $0.00001 per underlying share and are immediately exercisable with beneficial ownership limits and cashless exercise features.

The company plans to use the net proceeds primarily to acquire bitcoin cash, build its digital asset treasury operations, and for working capital and general corporate purposes. The securities are being sold in a private placement under Section 4(a)(2) of the Securities Act, with a commitment to file a resale registration statement after closing. The filing also references a press release announcing the appointment of a new chief executive officer and director as part of its broader digital asset strategy.

Positive

• mF International Limited expects to raise $500.0 million in gross proceeds through a PIPE, significantly increasing available capital.
• Stated use of proceeds to build a digital asset treasury focused on bitcoin cash signals a clear, articulated strategic direction.

Negative

• Allocating a large portion of proceeds to bitcoin cash acquisitions introduces substantial exposure to cryptocurrency price volatility.
• Issuance of 50 million new shares plus pre-funded warrants implies meaningful equity dilution for existing shareholders.

Insights

Equity Capital Markets & Crypto Strategy Analyst

$500M PIPE funds a shift toward bitcoin cash treasury strategy.

mF International Limited has arranged a private placement of 50 million Class A ordinary shares plus pre-funded warrants, targeting gross proceeds of $500.0 million. The share price of $10.00 and warrant structure with a $9.99999 purchase price and a nominal $0.00001 exercise price effectively function like share issuance while managing ownership caps through beneficial ownership limitations.

The company states that net proceeds will be used primarily to acquire bitcoin cash and to establish digital asset treasury operations, with the balance for working capital and other corporate purposes. This indicates a strategic move toward holding crypto assets on the balance sheet and building a dedicated treasury function, which can introduce material exposure to digital asset price volatility alongside any potential upside.

The securities are issued in a private transaction under Section 4(a)(2) of the Securities Act, with a registration rights agreement requiring a resale registration filing within 30 days of closing. The expected closing around December 1, 2025 and the referenced appointment of a new chief executive officer and director suggest a coordinated shift in capital structure and strategic focus toward digital assets, with future disclosures likely clarifying operational execution and risk management.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital is mF International Limited (MFI) raising in this 6-K?

mF International Limited plans a private placement of 50 million Class A ordinary shares and pre-funded warrants, expecting to receive $500.0 million in aggregate gross proceeds before expenses.

At what price is mF International (MFI) selling the new shares and warrants?

Each Class A ordinary share is priced at $10.00, and each pre-funded warrant has an underlying share price of $9.99999 with a nominal exercise price of $0.00001 per share.

How does mF International (MFI) intend to use the $500 million PIPE proceeds?

The company intends to use the net proceeds primarily to acquire bitcoin cash, establish its digital asset treasury operations, and for working capital, general corporate and other purposes.

Are the PIPE securities registered with the SEC for mF International (MFI)?

The shares and pre-funded warrants are being sold in a private placement under Section 4(a)(2) of the Securities Act and are not initially registered, but the company agreed to file a resale registration statement after closing.

What are the key terms of the pre-funded warrants issued by mF International (MFI)?

The pre-funded warrants are exercisable from the date of issuance, allow cashless exercise, have a $0.00001 exercise price per share, include beneficial ownership limitations, and adjust for stock splits and similar events.

When is the mF International (MFI) PIPE transaction expected to close?

The offering is expected to close on or around December 1, 2025, subject to the terms of the securities purchase agreement.

Does this filing mention leadership changes at mF International (MFI)?

Yes. A referenced press release details the appointment of a new chief executive officer and director in connection with the company’s digital asset treasury strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/25/2025 - 04:05 PM Learn about SEC filing dates

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.

Form 20-F  ☒          Form 40-F  ☐

PIPE TRANSACTION; APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND DIRECTOR

On November 21, 2025, mF International Limited (the “Company”), a British Virgin Islands company entered into certain securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited institutional investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors in a private placement offering (the “Offering”) an aggregate of 50 million of the Company’s class A ordinary shares (the “Ordinary Shares”), no par value (the “Shares”), and pre-funded warrants (the “Pre-Funded Warrants”). The offering price per Share was $10.00. The offering price per underlying share of the Pre-Funded Warrants was $9.99999, and the exercise price was $0.00001 per underlying share. The Company does not intend to list the Pre-Funded Warrants on The Nasdaq Capital Market (“Nasdaq”) or any other nationally recognized securities exchange or trading system.

The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Pre-funded Warrants are exercisable from the date of issuance and may be exercised by means of a cashless exercise. Each Investor’s ability to exercise its Pre-Funded Warrant, as applicable, in exchange for Ordinary Shares is subject to certain beneficial ownership limitations set forth therein.

In addition, in certain circumstances, upon a Fundamental Transaction (as defined in the Pre-funded Warrants), a holder of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had it exercised the Pre-Funded Warrants immediately prior to the Fundamental Transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

The Offering 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.

The Shares and Pre-Funded Warrants (and underlying Ordinary Shares) were offered and sold in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and applicable state securities laws. The issuance of the Shares and Pre-Funded Warrants (and underlying Ordinary Shares) have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

In connection with the Offering, the Company entered into certain registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission, within 30 days of the closing of Securities Purchase Agreement registering the resale of, among others, the Shares sold in the Offering and the Ordinary Shares underlying the Pre-Funded Warrants.

The foregoing summaries of the Pre-Funded Warrant, Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those documents, which are attached hereto as Exhibits 4.1, 10.1 and 10.2 to this Report on Form 6-K and are hereby incorporated by reference.

A copy of the press release issued by the Company on November 21, 2025 announcing the pricing of the Offering is attached hereto as Exhibit 99.1. A copy of the press release issued by the Company on November 25, 2025 announcing further details with respect to its digital asset treasury strategy and the appointment of a new chief executive officer and director is attached hereto as Exhibit 99.2.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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 jurisdiction.

Forward-Looking Statements

Certain statements in this report on Form 6-K are forward-looking statements. These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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.

EXHIBITS

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
99.1		Press release issued by mF International Limited on November 21, 2025
99.2		Press release issued by mF International Limited on November 25, 2025

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/ Dawei Yuan
	Name:	Dawei Yuan
	Title:	Chief Executive Officer and Executive Director

Date: November 25, 2025