mF International flagged for late Form 20-F filing

mF International Limited reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 20-F for the year ended December 31, 2025.

Rhea-AI Filing Summary

mF International Limited reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 20-F for the year ended December 31, 2025. The company had previously filed a Form 12b-25, extending the deadline to May 15, 2026, but still missed that date.

The notice does not immediately affect the listing or trading of its class A ordinary shares on the Nasdaq Capital Market. mF International has until July 17, 2026 to submit a plan to regain compliance, and Nasdaq may grant an extension to November 11, 2026 if the plan is accepted. The company is working with its accounting, audit and legal professionals to complete the plan and the overdue Form 20-F.

Positive

• None.

Negative

• Non-compliance with Nasdaq filing rules: mF International has not filed its Form 20-F for the year ended December 31, 2025, leading to a Nasdaq notification of deficiency and creating formal risk around its continued listing if compliance is not restored within the specified timeframe.

Insights

Equity and listing compliance analyst

Nasdaq has flagged mF International for a late annual report, creating formal listing risk if not resolved.

mF International is currently out of compliance with Nasdaq Listing Rule 5250(c)(1) after missing the extended Form 20-F deadline for the year ended December 31, 2025. This is a regulatory filing issue rather than an operational update, but it directly affects the company’s market listing status.

The company has until July 17, 2026 to submit a compliance plan and could receive up to November 11, 2026 to regain compliance if Nasdaq accepts that plan. Until then, its class A ordinary shares remain listed, but the process introduces uncertainty because further actions, including appeals, depend on Nasdaq’s assessment.

Management states it is working with accounting, audit and legal advisors to complete both the compliance plan and the overdue Form 20-F. The eventual filing of that report and Nasdaq’s response to the plan will be key milestones disclosed in future company communications and regulatory submissions.

Key Figures

Missed Form 20-F year: Year ended December 31, 2025 Extended Form 20-F due date: May 15, 2026 Compliance plan due date: July 17, 2026 +1 more

4 metrics

Missed Form 20-F year Year ended December 31, 2025 Annual report on Form 20-F not yet filed

Extended Form 20-F due date May 15, 2026 Deadline after filing Form 12b-25

Compliance plan due date July 17, 2026 Deadline to submit plan of compliance to Nasdaq

Potential final compliance date November 11, 2026 Latest date Nasdaq may allow to regain compliance

Key Terms

Nasdaq Listing Rule 5250(c)(1), Form 20-F, Form 12b-25, plan of compliance, +2 more

6 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

Form 20-F regulatory

"has not yet filed its annual report on Form 20-F for the year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

Form 12b-25 regulatory

"The Company filed a Form 12b-25 (the “NT 20-F”) which extended the due date"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

plan of compliance regulatory

"the Company has until July 17, 2026 to submit a plan of compliance to Nasdaq"

A plan of compliance is a formal roadmap a company creates to fix regulatory or legal problems, listing the steps, timelines and responsible parties needed to meet official rules. Investors care because it indicates how quickly and effectively a company can stop penalties, restore trust and return to normal operations—much like a repair plan for a house that shows when rooms will be fixed and how much it will cost.

digital asset treasury strategy financial

"plans to initiate a digital asset treasury strategy, which will include investments in BCH (Bitcoin Cash) and other digital assets"

A digital asset treasury strategy is a plan for managing a company's or organization's digital assets, such as cryptocurrencies or digital tokens, to support its financial goals. It involves deciding how to acquire, hold, and use these assets efficiently, much like managing cash or investments, to optimize value and minimize risks. For investors, understanding this strategy helps gauge how well an organization controls its digital resources and its overall financial health.

self-mining technical

"to develop BCH self-mining capabilities; and to apply for an insurance license"

Self-mining is when a person or company uses its own equipment and resources to create new cryptocurrency coins rather than buying them or hiring someone else to mine. For investors, it matters because self-mining turns computing power into an ongoing source of revenue and digital assets, like owning a small factory instead of just selling its products; it affects costs, cash flow, asset holdings and exposure to energy and regulatory risks.

FAQ

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

Why did mF International Limited (MFI) receive a Nasdaq deficiency notice?

mF International received the Nasdaq notice because it failed to file its Form 20-F for the year ended December 31, 2025 by the required deadline, even after using a Form 12b-25 extension. This violates Nasdaq Listing Rule 5250(c)(1) on timely periodic financial reports.

Does the Nasdaq filing deficiency immediately affect trading of MFI shares?

The Nasdaq notification currently has no immediate effect on the listing or trading of mF International’s class A ordinary shares. The company’s shares are expected to continue trading on the Nasdaq Capital Market while it works on a compliance plan and the delayed Form 20-F.

What deadlines has Nasdaq given mF International (MFI) to regain compliance?

Nasdaq has given mF International until July 17, 2026 to submit a plan explaining how it will regain compliance with the filing rule. If Nasdaq accepts that plan, the company may receive up to November 11, 2026 to file its Form 20-F and cure the deficiency.

What steps is mF International taking to address the Nasdaq filing rule deficiency?

mF International states it is working with its accounting, audit and legal professionals to prepare both its plan of compliance for Nasdaq and its overdue Form 20-F. These efforts are intended to restore compliance with Nasdaq Listing Rule 5250(c)(1) within the allowed timeframe.

What is Nasdaq Listing Rule 5250(c)(1) and how does it relate to MFI?

Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports. mF International is currently not in compliance with this rule because it has not yet filed its Form 20-F for the year ended December 31, 2025, despite an earlier extension.

What businesses does mF International Limited (MFI) operate?

mF International is a British Virgin Islands holding company with operating subsidiaries in Hong Kong. Its main subsidiary, m-FINANCE, provides financial trading solutions as SaaS, and the group has announced plans for a digital asset treasury strategy, BCH self-mining and a digital asset-denominated direct life insurance business.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:30 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 May 2026

Commission file number: 001-42027

mF International Limited

(Exact name of registrant as specified in its charter)

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 ☐

EXHIBITS

Exhibit No.		Description
99.1		Press release issued by mF International Limited on May 21, 2026

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: May 21, 2026

Exhibit 99.1

MFI Received Nasdaq Notification Regarding Filing Rule Deficiency

HONG KONG, May 21, 2026 /PRNewswire/ — mF International Limited (NASDAQ:MFI) (“mF International” or the “Company”), today announced that it has received written notification (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 18, 2026, notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”) as it has not yet filed its annual report on Form 20-F for the year ended December 31, 2025 (the “Form 20-F”). The Filing Rule requires a company that listed on the Nasdaq Capital Market to timely file all required periodic financial reports on or before the date they are required to be filed. The Company filed a Form 12b-25 (the “NT 20-F”) which extended the due date for the Form 20-F to May 15, 2026 but as of the date hereof the Company has not yet filed the Form 20-F.

The Notification Letter has no immediate effect on the listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market. In accordance with Nasdaq’s listing rules, the Company has until July 17, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Filing Rule (the “Plan”). If Nasdaq accepts the Plan, Nasdaq may grant the Company up to 180 calendar days from the filing’s due date, or until November 11, 2026, to regain compliance. If Nasdaq does not accept the Plan, various appeal options exist under applicable listing rules.

The Company is currently working with its accounting, audit and legal professionals to prepare and submit the Plan to Nasdaq and to prepare the Form 20-F. During this time, the Company expects that its class A ordinary shares will continue to be listed and traded on the Nasdaq Capital Market.

About mF International Limited

mF International Limited is a British Virgin Islands holding company with operating subsidiaries in Hong Kong. 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. mF has announced its plans to initiate a digital asset treasury strategy, which will include investments in BCH (Bitcoin Cash) and other digital assets; to develop BCH self-mining capabilities; and to apply for an insurance license to operate a digital asset-denominated direct life insurance business. For more information, please visit the Company’s website: https://ir.m-finance.com/.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for the Company, including the Company’s plans to file its annual report on Form 20-F for the year ended December 31, 2025, expectations to expand its digital asset treasury strategy and other statements containing the words “believe,” “expect,” “intend,” “may,” “projects,” “will,” “planned,” and similar expressions, constitute forward-looking statements within the meaning of The 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 reporting timelines, financial condition, results of operations, business strategy and financial needs. 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. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

Contact Information

mF International Limited

Investor Relations Department

Email: ir@mfi.ltd

ICR, LLC

Email: mFInternational.IR@icrinc.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 10.4 KB