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[6-K] mF International Ltd Current Report (Foreign Issuer)

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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 Ltd ha completato un'IPO il 24 aprile 2024 raccogliendo $5,330,276 netti al costo dell'offerta e ha riclassificato i costi offerta differiti di HK$4,497,815 (US$576,643) a patrimonio. L'azienda riporta operazioni e attività principalmente a Hong Kong, usa HK$ come valuta di reporting e ha tradotto gli importi in US$ per comodità a US$1 = HK$7.8499. L'ammontare per perdite su credito era HK$966,947 al 31/12/2024 e HK$947,396 (US$120,689) al 30/06/2025. Un cliente rappresentava circa 11,2% dei ricavi per i sei mesi terminati al 30/06/2025 e le concentrazioni di crediti verso clienti sono significative. Il consiglio di amministrazione ha approvato una consolidazione azionaria di 8-per-1 efficace per la negoziazione dal 10/07/2025. Dopo la chiusura del periodo la società ha costituito due controllate interamente possedute e ha ottenuto un prestito a termine non garantito di $1,000,000 dalla controllante con scadenza 25/12/2025 al 5% di interesse.

mF International Ltd completó una oferta pública inicial (IPO) el 24 de abril de 2024, obteniendo $5,330,276 netos de costos de oferta y reclasificó los costos de oferta diferidos de HK$4,497,815 (US$576,643) a capital. La empresa reporta operaciones y activos principalmente en Hong Kong, utiliza HK$ como moneda de reporte y tradujo montos en US$ para conveniencia a US$1 = HK$7.8499. La reserva para pérdidas crediticias fue de HK$966,947 al 31/12/2024 y HK$947,396 (US$120,689) al 30/06/2025. Un cliente representó aproximadamente 11,2% de los ingresos para los seis meses terminados el 30/06/2025 y las concentraciones de cuentas por cobrar son significativas. La junta aprobó una consolidación de acciones de 8 a 1 vigente para la negociación el 10/07/2025. Después del periodo, la junta formó dos subsidiarias íntegramente poseídas y obtuvo un préstamo a plazo no garantizado de $1,000,000 de su accionista controlador con vencimiento el 25/12/2025 a un interés del 5%.

mF International Ltd는 2024년 4월 24일 IPO를 완료했고 $5,330,276의 순수익을 조달했으며, 공모초과비용의 재분류로 HK$4,497,815 (US$576,643)를 자본으로 편입했습니다. 이 회사는 홍콩에서 주로 사업과 자산을 보고하고 있으며 보고통화로 HK$를 사용하고 편의를 위해 US$로 환산한 금액을 US$1 = HK$7.8499로 제시합니다. 2024년 12월 31일 기준 신용손실충당금은 HK$966,947, 2025년 6월 30일 기준은 HK$947,396 (US$120,689)입니다. 2025년 6월 30일 종료된 6개월 기간 동안 매출의 약 11.2%를 차지한 고객이 한 명 있으며 매출채권 집중도가 높습니다. 이사회는 2025년 7월 10일에 거래에 대해 효력을 갖는 8대 1 주식 합병을 승인했습니다. 기간 종료 후 회사는 두 개의 전액출자 자회사를 설립했고 지배주주로부터 $1,000,000의 무담보 기간대출을 2025년 12월 25일까지 만기에 받았으며 이자율은 5%입니다.

mF International Ltd a terminé une IPO le 24 avril 2024 en levant $5,330,276 nets des coûts d offering et a reclassé les coûts d offering différés de HK$4,497,815 (US$576,643) en capitaux propres. L'entreprise rapporte des opérations et des actifs principalement à Hong Kong, utilise HK$ comme devise de reporting et a converti les montants en US$ pour plus de commodité à US$1 = HK$7.8499. L'allocation pour pertes de crédit était de HK$966,947 au 31/12/2024 et de HK$947,396 (US$120,689) au 30/06/2025. Un client représentait environ 11,2% des revenus pour les six mois terminés le 30/06/2025 et les concentrations de comptes clients sont notables. Le conseil d'administration a approuvé une fusion d'actions de 8 pour 1 efficace pour la négociation le 10/07/2025. Après la période, la société a constitué deux filiales entièrement détenues et a obtenu un prêt à terme non garanti de $1,000,000 de son actionnaire contrôlant, échéant le 25/12/2025, à un taux d'intérêt de 5%.

mF International Ltd hat am 24. April 2024 einen IPO abgeschlossen und $5,330,276 netto der Angebotseinnahmen erzielt und die deferred offering costs von HK$4,497,815 (US$576,643) in Eigenkapital umklassifiziert. Das Unternehmen meldet Operationen und Vermögenswerte hauptsächlich in Hongkong, verwendet HK$ als Berichtswährung und hat US$-Beträge aus Bequemlichkeit zu US$1 = HK$7.8499 umgerechnet. Die Verlustabdeckung für Kredite betrug zum 31.12.2024 HK$966,947 und zum 30.06.2025 HK$947,396 (US$120,689). Ein Kunde machte ungefähr 11,2% des Umsatzes für die sechs Monate beendet zum 30.06.2025 aus, und Forderungskonzentrationen sind bemerkenswert. Der Vorstand genehmigte eine 8-für-1-Aktienzusammenlegung, die ab dem Handelstag 10.07.2025 wirksam ist. Nach Periodenende hat das Unternehmen zwei vollständig Tochtergesellschaften gegründet und eine unbesicherte $1,000,000-Anleihe von seinem beherrschenden Aktionär aufgenommen, fällig am 25.12.2025 bei 5% Zinsen.

mF International Ltd أكملت اكتتاباً عاماً أولياً في 24 أبريل 2024 وجمعت صافي $5,330,276 من تكاليف العرض وأعادت تصنيف تكاليف العرض المؤجلة من HK$4,497,815 (US$576,643) إلى حقوق الملكية. وتُظهر الشركة عمليات وأصول في المقام الأول في هونغ كونغ، وتستخدم HK$ كوحدة تقارير وتقريب مبالغ US$ لسهولة الاطلاع عند US$1 = HK$7.8499. كانت مخصصات خسائر الائتمان HK$966,947 عند 31/12/2024 و HK$947,396 (US$120,689) عند 30/06/2025. كان أحد العملاء يمثل نحو 11.2% من الإيرادات للستة أشهر المنتهية في 30/06/2025 وتوجد تركيزات للذمم المدينة ملحوظة. وافق المجلس على دمج أسهم بمعدل 8 إلى 1 وساري التداول اعتباراً من 10/07/2025. بعد نهاية الفترة شكلت الشركة فرعين مملوكين بالكامل واقترضت من مساهمها المسيطر مبلغ $1,000,000 كقرض لمدة غير مضمون حتى 25/12/2025 وبفائدة 5%.

mF International Ltd 于 2024 年 4 月 24 日完成首次公开发行(IPO),净募集 $5,330,276,扣除承销成本后,并将 HK$4,497,815 (US$576,643) 的递延承销成本重新计入股本。公司在香港进行主要运营和拥有资产,以 HK$ 为报告货币,出于方便将 US$ 金额换算成 US$1 = HK$7.8499。信用损失准备在 2024/12/31 为 HK$966,947,在 2025/6/30 为 HK$947,396 (US$120,689)。截至 2025/6/30 截至六个月的收入中,约有 11.2% 来自单一客户,应收账款集中度显著。董事会已批准一项 8 对 1 股份合并,自 2025/7/10 起生效进行交易。期后公司设立了两家全资子公司,并从其控股股东处获得一笔 $1,000,000 的无担保期限贷款,期限至 2025/12/25,利率为 5%

Positive
  • Net IPO proceeds of $5,330,276 bolstered equity and liquidity
  • Deferred offering costs of HK$4,497,815 (US$576,643) reclassified to shareholders' equity upon IPO close
  • 8-for-1 share consolidation completed, simplifying capital structure effective July 10, 2025
  • $1,000,000 unsecured loan from controlling shareholder provided additional near-term funding
Negative
  • Customer concentration: one customer accounted for 11.2% of revenue for six months ended 6/30/2025
  • Accounts receivable concentration: several customers represented large shares of AR (e.g., 26.2%, 25.3% as of 6/30/2025)
  • Allowance for credit losses of HK$947,396 (US$120,689) indicates credit exposure on receivables
  • Bank borrowings secured by personal guarantees from directors, increasing related-party risk

Insights

IPO proceeds, share consolidation, and a $1.0M related‑party loan change capital structure.

The company raised $5,330,276 net from its IPO and reclassified deferred offering costs of HK$4,497,815 to equity, increasing liquidity available to the business.

The board approved an 8-for-1 share consolidation effective July 10, 2025, which reduced outstanding share counts and resulted in post-consolidation trading under the same symbol.

Post-period the company obtained an unsecured $1,000,000 loan from the controlling shareholder at 5% interest due 12/25/2025, which is a material near-term financing event disclosed in subsequent events.

Credit concentration and allowance levels warrant monitoring; related-party guarantees and lease accounting disclosed.

The allowance for credit losses decreased slightly to HK$947,396 (US$120,689) at 6/30/2025 and the company discloses customer concentration with one customer at 11.2% of six‑month revenue and several large receivable balances comprising substantial portions of total AR.

Bank borrowings carry personal guarantees from directors and interest expense for the six months ended 6/30/2025 was HK$91,002 (US$11,593). The company adopted ASC 842 for leases and discloses no intangible impairments.

mF International Ltd ha completato un'IPO il 24 aprile 2024 raccogliendo $5,330,276 netti al costo dell'offerta e ha riclassificato i costi offerta differiti di HK$4,497,815 (US$576,643) a patrimonio. L'azienda riporta operazioni e attività principalmente a Hong Kong, usa HK$ come valuta di reporting e ha tradotto gli importi in US$ per comodità a US$1 = HK$7.8499. L'ammontare per perdite su credito era HK$966,947 al 31/12/2024 e HK$947,396 (US$120,689) al 30/06/2025. Un cliente rappresentava circa 11,2% dei ricavi per i sei mesi terminati al 30/06/2025 e le concentrazioni di crediti verso clienti sono significative. Il consiglio di amministrazione ha approvato una consolidazione azionaria di 8-per-1 efficace per la negoziazione dal 10/07/2025. Dopo la chiusura del periodo la società ha costituito due controllate interamente possedute e ha ottenuto un prestito a termine non garantito di $1,000,000 dalla controllante con scadenza 25/12/2025 al 5% di interesse.

mF International Ltd completó una oferta pública inicial (IPO) el 24 de abril de 2024, obteniendo $5,330,276 netos de costos de oferta y reclasificó los costos de oferta diferidos de HK$4,497,815 (US$576,643) a capital. La empresa reporta operaciones y activos principalmente en Hong Kong, utiliza HK$ como moneda de reporte y tradujo montos en US$ para conveniencia a US$1 = HK$7.8499. La reserva para pérdidas crediticias fue de HK$966,947 al 31/12/2024 y HK$947,396 (US$120,689) al 30/06/2025. Un cliente representó aproximadamente 11,2% de los ingresos para los seis meses terminados el 30/06/2025 y las concentraciones de cuentas por cobrar son significativas. La junta aprobó una consolidación de acciones de 8 a 1 vigente para la negociación el 10/07/2025. Después del periodo, la junta formó dos subsidiarias íntegramente poseídas y obtuvo un préstamo a plazo no garantizado de $1,000,000 de su accionista controlador con vencimiento el 25/12/2025 a un interés del 5%.

mF International Ltd는 2024년 4월 24일 IPO를 완료했고 $5,330,276의 순수익을 조달했으며, 공모초과비용의 재분류로 HK$4,497,815 (US$576,643)를 자본으로 편입했습니다. 이 회사는 홍콩에서 주로 사업과 자산을 보고하고 있으며 보고통화로 HK$를 사용하고 편의를 위해 US$로 환산한 금액을 US$1 = HK$7.8499로 제시합니다. 2024년 12월 31일 기준 신용손실충당금은 HK$966,947, 2025년 6월 30일 기준은 HK$947,396 (US$120,689)입니다. 2025년 6월 30일 종료된 6개월 기간 동안 매출의 약 11.2%를 차지한 고객이 한 명 있으며 매출채권 집중도가 높습니다. 이사회는 2025년 7월 10일에 거래에 대해 효력을 갖는 8대 1 주식 합병을 승인했습니다. 기간 종료 후 회사는 두 개의 전액출자 자회사를 설립했고 지배주주로부터 $1,000,000의 무담보 기간대출을 2025년 12월 25일까지 만기에 받았으며 이자율은 5%입니다.

mF International Ltd a terminé une IPO le 24 avril 2024 en levant $5,330,276 nets des coûts d offering et a reclassé les coûts d offering différés de HK$4,497,815 (US$576,643) en capitaux propres. L'entreprise rapporte des opérations et des actifs principalement à Hong Kong, utilise HK$ comme devise de reporting et a converti les montants en US$ pour plus de commodité à US$1 = HK$7.8499. L'allocation pour pertes de crédit était de HK$966,947 au 31/12/2024 et de HK$947,396 (US$120,689) au 30/06/2025. Un client représentait environ 11,2% des revenus pour les six mois terminés le 30/06/2025 et les concentrations de comptes clients sont notables. Le conseil d'administration a approuvé une fusion d'actions de 8 pour 1 efficace pour la négociation le 10/07/2025. Après la période, la société a constitué deux filiales entièrement détenues et a obtenu un prêt à terme non garanti de $1,000,000 de son actionnaire contrôlant, échéant le 25/12/2025, à un taux d'intérêt de 5%.

mF International Ltd hat am 24. April 2024 einen IPO abgeschlossen und $5,330,276 netto der Angebotseinnahmen erzielt und die deferred offering costs von HK$4,497,815 (US$576,643) in Eigenkapital umklassifiziert. Das Unternehmen meldet Operationen und Vermögenswerte hauptsächlich in Hongkong, verwendet HK$ als Berichtswährung und hat US$-Beträge aus Bequemlichkeit zu US$1 = HK$7.8499 umgerechnet. Die Verlustabdeckung für Kredite betrug zum 31.12.2024 HK$966,947 und zum 30.06.2025 HK$947,396 (US$120,689). Ein Kunde machte ungefähr 11,2% des Umsatzes für die sechs Monate beendet zum 30.06.2025 aus, und Forderungskonzentrationen sind bemerkenswert. Der Vorstand genehmigte eine 8-für-1-Aktienzusammenlegung, die ab dem Handelstag 10.07.2025 wirksam ist. Nach Periodenende hat das Unternehmen zwei vollständig Tochtergesellschaften gegründet und eine unbesicherte $1,000,000-Anleihe von seinem beherrschenden Aktionär aufgenommen, fällig am 25.12.2025 bei 5% Zinsen.

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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 October 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 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 x Form 40-F o



EXPLANATORY NOTE
mF International Limited, a British Virgin Islands company (the “Company”), is furnishing its unaudited condensed consolidated financial statements and notes for the six months ended June 30, 2025 and 2024. The financial statements and notes are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.




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: October 2, 2025By:/s/ Haoyu Wang
Name:Haoyu Wang
Title:Chief Executive Officer and Executive Director



EXHIBIT INDEX
Exhibit No.Description
99.1
Unaudited Condensed Consolidated Financial Statements and Notes of mF International Limited for the Six Months Ended June 30, 2025 and 2024
99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents
Exhibit 99-1
mF INTERNATIONAL LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025
F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2024 and 2025
F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2024 and 2025
F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2025
F-6
Notes to Unaudited Condensed Consolidated Financial Statements
F-7


Table of Contents
mF International Limited and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of December 31, 2024 and June 30, 2025
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Assets
Current assets
Cash19,659,787 12,877,052 1,640,410 
Restricted cash2,340,000 2,340,000 298,093 
Accounts receivable, net1,120,562 389,104 49,568 
Prepaid expenses and deposits, current, net10,540,963 8,844,912 1,126,754 
Investment at fair value343,862 343,862 43,805 
Total current assets34,005,174 24,794,930 3,158,630 
Non-current assets
Property and equipment, net403,107 304,993 38,853 
Intangible assets, net18,787,163 17,569,561 2,238,190 
Operating lease right-of-use assets1,563,916 852,343 108,580 
Prepaid expenses and deposits, non-current, net3,546,051 219,040 27,904 
Total non-current assets24,300,237 18,945,937 2,413,527 
Total assets58,305,411 43,740,867 5,572,157 
Liabilities and Shareholders’ Equity
Current liabilities
Accrued expenses and other payables2,520,843 1,227,915 156,424 
Amount due to a related party306,110 - - 
Bank borrowings, current4,012,047 3,756,931 478,596 
Contract liabilities8,669,448 12,302,724 1,567,246 
Operating lease liabilities, current1,440,666 852,343 108,580 
Income tax payable93,409 93,409 11,899 
Total current liabilities17,042,523 18,233,322 2,322,745 
Non-current liabilities
Contract liabilities, non-current104,714 100,427 12,793 
Bank borrowings, non-current2,047,639 314,363 40,047 
Operating lease liabilities, non-current123,249 - - 
Deferred tax liabilities, net3,074,714 2,862,758 364,687 
Total non-current liabilities5,350,316 3,277,548 417,527 
Total liabilities22,392,839 21,510,870 2,740,272 
COMMITMENTS AND CONTINGENCIES
Shareholders’ equity
Class A and Class B Ordinary Shares, authorized to issue an Unlimited number of ordinary shares of no par value, 1,656,459 (Class A , 525,597, and Class B, 1,130,862) shares issued and outstanding as of December 31, 2024 and June 30, 2025 *
3,900 3,900 500 
Additional paid-in capital46,418,547 46,418,547 5,950,729 
Retained earnings(10,432,447)(24,127,811)(3,094,671)
Accumulated other comprehensive loss(77,428)(64,639)(24,673)
Total shareholders’ equity35,912,572 22,229,997 2,831,885 
Total liabilities and shareholders’ equity58,305,411 43,740,867 5,572,157 
*Giving retroactive effect to the 8 to 1 share consolidation effected on July 10, 2025. See Note 13 for additional information.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Table of Contents
mF International Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
For the Six Months Ended June 30, 2024 and 2025
For the six months ended June 30,
202420252025
HK$ HK$ US$
Revenue12,470,969 15,069,401 1,919,693 
Cost of revenue7,184,748 9,712,918 1,237,330 
Gross profit5,286,221 5,356,483 682,363 
Operating expenses
Selling and marketing expense918,731 3,206,886 408,526 
Research and development expense109,231 20,911 2,664 
General and administrative expense10,580,763 16,198,821 2,063,570 
Total operating expenses11,608,725 19,426,618 2,474,760 
Loss from operations(6,322,504)(14,070,135)(1,792,397)
Other (expenses) income
Other (expenses) income , net(18,096)5,520 703 
Interest (expense) income, net(99,354)157,295 20,038 
Total other (expenses) income, net(117,450)162,815 20,741 
Loss before income taxes(6,439,954)(13,907,320)(1,771,656)
Income tax benefit(893,363)(211,956)(27,001)
Net loss(5,546,591)(13,695,364)(1,744,655)
Other comprehensive loss
Foreign currency translation adjustment3,480 12,789 (46,780)
Comprehensive loss(5,543,111)(13,682,575)(1,791,435)
Weighted average Class A Ordinary Shares outstanding – basic and diluted*525,597525,597525,597
Weighted average Class B Ordinary Shares outstanding – basic and diluted*1,130,862 1,130,862 1,130,862 
Total weighted average Class A and B shares outstanding – basic and diluted*1,656,459 1,656,459 1,656,459 
Loss per Class A Ordinary Share – basic and diluted*(3.35)(8.27)(1.05)
Loss per Class B Ordinary Share – basic and diluted*(3.35)(8.27)(1.05)
*Giving retroactive effect to the 8 to 1 share consolidation effected on July 10, 2025. See Note 13 for additional information.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3

Table of Contents
mF International Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2024 and 2025
For the six months ended June 30, 2024
Class A and Class B Ordinary SharesAdditional Paid-inRetainedAccumulated Other
Comprehensive
Shares*AmountCapitalEarnings Loss Total
HK$HK$HK$ HK$ HK$
Balance as of December 31, 20231,448,1263,900 2,042,379 9,778,545 (81,392)11,743,432 
Net loss-(5,546,591)(5,546,591)
Issuance of Ordinary Shares — initial public offer ("IPO"), net of issuance costs208,33344,376,168 44,376,168 
Foreign currency translation adjustments-3,480 3,480 
Balance as of June 30, 20241,656,4593,900 46,418,547 4,231,954 (77,912)50,576,489 
For the six months ended June 30, 2025
Class A and Class B Ordinary SharesAdditional Paid-inRetainedAccumulated Other
Comprehensive
Shares *AmountCapitalEarningsLossTotal
HK$HK$HK$HK$HK$
Balance as of December 31, 20241,656,4593,900 46,418,547 (10,432,447)(77,428)35,912,572 
Net loss-(13,695,364)(13,695,364)
Foreign currency translation adjustments-12,789 12,789 
Balance as of June 30, 20251,656,4593,900 46,418,547 (24,127,811)(64,639)22,229,997 
US$US$US$US$US$
Balance as of June 30, 20251,656,459500 5,950,728 (3,094,671)(24,673)2,831,885 
F-4

Table of Contents
*Giving retroactive effect to the 8 to 1 share consolidation effected on July 10, 2025. See Note 13 for additional information.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5

Table of Contents
mF International Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2024 and 2025
For the six months ended June 30,
202420252025
HK$ HK$ US$
Cash flows from operating activities:
Net loss(5,546,591)(13,695,364)(1,744,655)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment17,055 129,135 16,451 
Amortization of intangible assets2,464,762 3,055,900 389,292 
Amortization of right-of-use assets and interest of lease liabilities751,883 742,500 94,587 
Allowance for credit losses72,706 (1,552)(198)
Deferred tax benefit(893,363)(211,956)(27,001)
Changes in operating assets and liabilities:
Accounts receivable1,394,196 751,009 95,671 
Prepaid expenses(18,145,576)5,224,104 665,500 
Deposits and other current assets(403,250)(219,040)(27,903)
Accrued expenses and other payables(1,405,535)(1,292,929)(164,706)
Contract liabilities4,870,301 3,628,989 462,297 
Income tax payable(124,069)- - 
Operating lease liabilities(757,500)(742,500)(94,587)
Net cash used in operating activities(17,704,981)(2,631,704)(335,252)
Cash flows from investing activities:
Purchase of property and equipment(8,900)(31,020)(3,952)
Costs incurred for software development(3,712,889)(1,838,298)(234,181)
Net cash used in investing activities(3,721,789)(1,869,318)(238,133)
Cash flows from financing activities:
Repayment of bank borrowings(1,901,322)(1,988,392)(253,302)
Repayment to a related party- (306,110)(38,995)
Proceeds from IPO, net of offering costs49,360,502 - - 
Net cash provided by (used in) financing activities47,459,180 (2,294,502)(292,297)
Effect of exchange rate changes on cash and restricted cash3,480 12,789 1,629 
Net change in cash and restricted cash26,035,890 (6,782,735)(864,053)
Cash and restricted cash, beginning of period6,810,418 21,999,787 2,802,556 
Cash and restricted cash, end of period32,846,308 15,217,052 1,938,503 
Reconciliation of cash and restricted cash to the consolidated balance sheets
Cash and cash equivalents30,506,308 12,877,052 1,640,410 
Restricted cash2,340,000 2,340,000 298,093 
Total cash and restricted cash32,846,308 15,217,052 1,938,503 
Supplemental disclosure information:
Cash paid for income tax124,069 - - 
Cash paid for interest180,614 87,367 11,128 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6

Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
mF International Limited (the “Company” or “mF International”) is a limited liability company established under the laws of the British Virgin Islands on June 15, 2022. The Company is a holding company with no business operation. The Company conducts its business mainly through its subsidiaries in Hong Kong (collectively, the “Group”). While the Group is principally engaged in research and development and sales of financial trading solutions via internet or platform as software as a service, it plans to reorganize its business and introduce investment management by establishing two additional subsidiaries.
As of the date of this report, the Company has direct or indirect interests in the following subsidiaries:
NamePlace and date of incorporationOwnershipPrincipal activity
m-FINANCE Limited (“m-FINANCE”)Hong Kong
February 11, 2002
100% owned by the Company
Engages in development and provision of financial trading solutions.
m-FINANCE Trading Technologies Limited (“mFTT”)Hong Kong
March 21, 2013
100% owned by m-FINANCE
Engages in business of liquidity provider related services and other financial value-added services.
Omegatraders Systems Limited (“OTX “)Hong Kong
December 10, 2009
100% owned by m-FINANCE
Engages in the business of algorithm trading research & development and investment.
Master Info Limited ("MIL")British Virgin Islands
August 15, 2025
100% owned by the Company
Serves as an investment holding vehicle to facilitate and manage the Company's investment activities.
CAT Strategy Limited ("CAT")Hong Kong
August 15, 2025
100% owned by the Company
Serves as the Company's operational hub, supporting role for day-to-day business such as recruitment, office leasing and other administrative operations.

Initial Public Offering
On April 24, 2024, the Company completed its IPO of 208,333 Ordinary Shares* at a public offering price of $36 per share* on Nasdaq Capital Market under the symbol “MFI.” It received net proceeds of $5,689,251.00 (44376168) after deducting underwriting discounts, commissions, legal fees, investor relations and indemnity escrow of $1,234,108.00 (HK$9,626,043), as well as deferred offering costs of $576,643.00 (HK$4,497,815). Deferred, direct offering costs were capitalized and consisted of fees and expenses incurred in connection with the sale of our Ordinary Shares in the IPO, including the legal, accounting, printing and other offering-related costs. Upon completion of the IPO, these deferred offering costs were reclassified from current assets to shareholders’ equity and recorded against the net proceeds from the offering.
*    Giving retroactive effect to the 8 for 1 share consolidation effected on July 10, 2025. See Note 13 for additional information
F-7

Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025 include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for such interim periods. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for the full year of 2025. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2023 and 2024.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of Estimates and Assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for credit losses for accounts receivable and impairment assessment for the internally developed software. Actual results could differ from those estimates.
Foreign Currency Translation
The Company uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company and its subsidiary in British Virgin Islands is United States Dollar (“US$”). For the Company’s subsidiaries in Hong Kong, the functional currency is HK$. The functional currencies are the respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited condensed consolidated financial statements, the financial information of the Company and other entities located outside of the Hong Kong has been translated into HK$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and losses are translated using the average rate for the period. Gains or losses resulting from foreign currency transactions are included in the accompanying unaudited condensed consolidated statements of income and comprehensive income.
Convenience Translation
Translations of amounts in the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss, unaudited condensed consolidated statements of changes in shareholders’ equity and unaudited condensed consolidated statements of cash flows from HK$ into US$ as of and for the six months ended June 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HK$7.8499, which was the foreign exchange rate on June 30, 2025, as published in H.10 statistical release of the United States Federal Reserve Board in its weekly release on June 30, 2025. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Investment at fair value
Investment at fair value represents the amount of short-term foreign exchange investment made by the Company involving buying the currency of one country while selling that of another with the intention to optimize a trading algorithm based on live market interactions. The management of the Company intended to retain such funds to continue making short-term foreign exchange investment in such investment accounts in the near future. Such balance is classified as current asset and measured in fair value under ASC 820. Any gain or loss arising from the transactions would be recognized in profit or loss.
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, amounts due from related parties, operating lease, prepaid expenses and other current assets, contract liabilities, income taxes payable, amounts due to a related party, accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of December 31, 2024 and June 30, 2025 owing to their short-term nature or present value of the assets and liabilities.
The Company values its short-term investments which mainly consist of foreign exchange investment with certain brokerage companies to trade with foreign currencies, based on the quoted market value and the Company classifies the valuation techniques that use these inputs as Level 1, because the prices of the foreign currencies are quoted in the active market.
The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as shown in the following table.
December 31, 2024
Level 1Level 2Level 3Balance at fair value
HK$HK$HK$HK$
Assets
Investment at fair value - Foreign exchange investment343,862 - - 343,862 
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
June 30, 2025
Level 1Level 2Level 3Balance at fair value
HK$HK$HK$HK$
Assets
Investment at fair value - Foreign exchange investment343,862 - - 343,862 
US$US$US$US$
Investment at fair value - Foreign exchange investment43,805 - - 43,805 
The Company’s non-financial assets, such as property and equipment would be measured at fair value only if they were determined to be impaired.
Cash
Cash include cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation with original maturities of less than three months. The Company maintains the bank accounts in Hong Kong. Cash balances in bank accounts in Hong Kong are protected up to HKD800,000 per account holder in each bank which is a member of the Hong Kong Deposit Protection Scheme.
Restricted Cash
Restricted cash represents an indemnity escrow that was funded by the Company and held by the escrow agent for the purpose of satisfying the indemnification obligations of the Company pursuant to the underwriting agreement in connection with the IPO. The escrow will be refundable in 18 months following the close of the IPO on April 24, 2024.
Accounts Receivable
The Company carries accounts receivable at the face amounts less an allowance for estimated credit losses. The Company establishes an allowance for credit losses using the current expected credit loss model (“CECL model”) under ASC 326. Management reviews the adequacy of its allowance for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. As of December 31, 2024 and June 30, 2025, the allowance for credit losses was HK$966,947 and HK$947,396 (US$120,689), respectively. A receivable balance is written off when deemed uncollectable, which typically means once a customer cannot be reached and there has been no payment activity on the account for over 365 days.

Prepaid expenses and deposits
Prepaid expenses represent advance payments made to the service providers for the IT solution services, insurance, legal and professional services, marketing and promotion, repair and maintenance and telecommunications. Prepaid expenses are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2024 and June 30, 2025, management believes that the Company’s prepaid expenses are not impaired.
Prepaid expenses represent advance payments made to the service providers for the IT solution services and the vendors for certain prepaid services such as marketing and insurance. Deposits include the retainer fee to the Company's investors relationship company, which payment is classified as non-current. Utility and rental security deposits made to an electrical company and a lessor for the Company’s office leased since January 2022. The office lease that was renewed in January 2024 will expire in January 2026. The security deposits will be refunded to the Company upon the termination of the electrical services, the termination or expiration of the lease agreement as well as the delivery of the vacant leased properties to the lessor by the Company.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Prepaid expenses and deposits are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company establishes an allowance for credit losses using the current expected credit loss model (“CECL model”) under ASC 326.

To estimate the expected credit losses related to the prepaid expenses and deposits, the Company identified the nature of the individual prepaid expense and deposit item and measured the relevant risk characteristics of its prepaid expenses and deposits with low risk, medium risk, high risk and default. For each pool of prepaid expense and deposit, the Company considered its historical loss experience with the vendor, current and future business conditions and economic environment in which the vendor operates as well as specific industry factors as of the date this report was issued. The Company also evaluated the external data and macroeconomic factors. As of December 31, 2024 and June 30, 2025, the Company anticipated that the expected credit risk of prepaid expenses and deposits as low. As of December 31, 2024, an allowance for credit losses for its current portion of prepaid expenses and deposits and non-current portion of prepaid expenses and deposits were HK$103,182 and HK$24,273, respectively. As of June 30, 2025, the Company recognized an allowance for credit losses for its current portion of prepaid expenses and deposits and non-current portion of prepaid expenses and deposits in an amount of HK$117,921 (US$15,022) and HK$3,260 (US$415), respectively.

Deferred IPO costs
Deferred IPO costs consist primarily of direct expenses paid to attorneys, consultants, underwriters, and other parties related to the Company’s IPO. The balance was offset with the proceeds received at the closing of the IPO. The Company completed its IPO on April 24, 2024 and reclassified its deferred offering costs, HK$4,497,815 (US$576,643), from non-current assets to shareholders’ equity and recorded against the net proceeds from the offering.
Lease
The adoption of Topic 842 resulted in the presentation of operating lease right of use (“ROU”) assets and operating lease liabilities on the unaudited condensed consolidated balance Sheets. See Note 8 for additional information.
At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The operating right-of-use assets and related operating lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term.
The lease standard provides practical expedients for an entity ongoing accounting. The Company elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend or renew the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.
Operating lease right-of-use of assets
The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Operating lease liabilities
Lease liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Company is reasonably certain to exercise.
Lease liability is measured at amortized cost using the effective interest rate method. It is remeasured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Company's assessment of option purchases, contract extensions or termination options.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
Computer equipment2 years
Furniture and fixture3 years
Office equipment3 years
Leasehold improvements
Shorter of 5 years or the remaining lease term
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of Income and comprehensive income in other income or expenses.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Intangible assets, net
The Company’s internally developed software is used in providing financial trading solutions services to customers and the customers access and uses the software over the internet or via a dedicated line in which an end user of the software does not take possession of the software. In accordance with ASC 350-40, internally developed software is capitalized during the application development stage. Research and development expenses related to salaries and payroll related costs for employees involved in the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally three years. Amortization of internal-use software begins when the software is ready for its intended use.
The Company evaluates annually its intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no impairments of intangible assets as of December 31, 2024 and June 30, 2025.
The estimated useful lives of intangible assets are as follows:
Internally developed software3 years
Software3 years
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. There were no impairment losses on long-lived assets for the six months ended June 30, 2024 and 2025.
Revenue Recognition
The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company is engaged in the development and provision of financial trading solutions to customers via internet or platform as software as a service.
The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
The Company enters into contracts with customers that include promises to transfer various services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.
The Company provides trading solution services to customers (including brokers and institutional clients) for their trading on forex, commodity and bullion, through the Company’s internally developed trading platform as software as a service. The Company’s internally developed software is used in providing financial trading solutions services to customers and the customers access and uses the software over the internet or via a dedicated line in which an end user of the software does not take possession of the software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions and back-office settlement operations. In a contract with a customer, it would normally require the Company to perform or delivery one or more of the following in return for a consideration. The contract normally includes one or more of the following services, subject to the request of the customers, and the transaction price of each service fee has stated stand-alone in the contract with reference to the Company’s price list. The Company identified each distinct
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms.
The Company’s principal revenue stream includes:
(a)    Initial set up, installation and customization services
The Company provides initial set up, installation and customization services of trading platform solution and financial value-added services for each customer as agreed upon in the contracts. Initial set up, installation and customization services are services to help the customer to configure the platform according to the needs of the customers. The Company provides specific customization as part of its development and provision of financial trading solutions. The Company’s customization services include development of customer-requested functions and features on the Company’s platform per customer specifications, i.e., the software specifications. Such services are undertaken specifically for the customer in question and do not necessarily benefit other customers.
As the initial set up, installation and customization services are capable of being distinct and the promise to transfer the service is distinct within the context of the contract, the Company concludes that the initial set up, installation and customization services to be accounted for as a single performance obligation. The entire transaction prices of initial set up, installation and customization services are allocated to a single performance obligation and the Company recognizes revenue based on its effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer. The Company uses the input method to represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned.
(b)    Subscriptions
The Company provides customers the right to access its internally developed trading platform for the use of the trading solutions services for a specified period of time.
The Company concludes that each monthly subscription fee (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly subscription fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from subscriptions ratably when it satisfies its performance obligations throughout the contract terms.
(c)    Hosting, support and maintenance services
The Company provides hosting, technical support and maintenance services to customers for the use of the trading solutions services for a specific period. The Company concludes that each monthly hosting, support and maintenance service fee (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly hosting, support and maintenance service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from hosting, support and maintenance services ratably when it satisfies its performance obligations throughout the contract terms.
(d)    Liquidity services
The Company provides liquidity services to customers for the use of the fully automatic hedging solutions and sending their clients’ orders directly to liquidity providers such as institutional brokers, market makers, exchanges and prime of prime brokers. The Company’s liquidity services enable its customers to access and match with the liquidity made available by liquidity providers through the Company’s trading solutions. The liquidity services are distinct and are identified as one performance obligation. As stipulated in the contract, the Company will charge a liquidity service income based on the transaction volume of orders sent directly to the liquidity providers under the liquidity services provided by the Company, with a minimum monthly fee for certain customers. The Company will review the customers’ transaction
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
volume of orders monthly and the revenue from providing liquidity services between customers and liquidity providers is recognized at a point in time.
(e)    White label services
The Company provides white label services to customers by allowing them to add additional labels or brands to the trading platform services. This provides customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost. The Company concludes that each monthly white label service fee at fixed rate (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly white label service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from white label services ratably when it satisfies its performance obligations throughout the contract terms.
(f)    Quotes/news/package subscription services
The Company provides subscription services to customers for professional strategy analysis, economic calendar, instant news, real-time quotes and data feed. The Company will subscribe for the information or data from the service providers and will convert the raw data into usable data that can be used in the trading platform of the Company. The Company concludes that each monthly subscription fee at a fixed rate (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly subscription service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from subscription services ratably when it satisfies its performance obligations throughout the contract terms.
The following table presents disaggregated information of revenues by business lines for the six months ended June 30, 2024 and 2025, respectively:
For the six months ended June 30,
202420252025
HK$HK$US$
Initial set up, installation and customization services1,106,009 2,032,523 258,923 
Subscriptions5,407,403 6,772,897 862,800 
Hosting, support and maintenance services2,331,269 2,845,614 362,504 
Liquidity services983,104 667,873 85,080 
White label services1,494,188 1,560,822 198,833 
Quotes/news/package subscription services1,148,996 1,189,672 151,553 
Total revenue12,470,969 15,069,401 1,919,693 
Revenue disaggregated by timing of revenue recognition for six months ended June 30, 2024 and 2025 is disclosed in the table below:
For the six months ended June 30,
202420252025
HK$HK$US$
Point in time2,089,113 2,700,396 344,004 
Over time10,381,856 12,369,005 1,575,689 
Total revenue12,470,969 15,069,401 1,919,693 
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
The Company also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with an original expected duration of one year or less. There was no loss contract for the six months ended June 30, 2024 and 2025. As of December 31, 2024 and June 30, 2025, the estimated amount of contract liabilities to be recognized in revenue beyond 12 months will be HK$104,714 and HK$100,427 (US$12,793), respectively.
Cost of Revenue
The Company’s cost of revenue is primarily comprised of the amortization of the internally developed software, staff costs and other direct costs associated with providing trading solution services, including data center and support costs related to delivering online services. These costs are expenses as incurred.
Contract Liabilities
The Company’s contract liabilities include payments received in advance of performance under trading solution service contracts which will be recognized as revenue as the Company executed the trading solution services with customers under the contract, as well as the deferred installation service fee received from trading solution services.
Contract Liabilities are recognized when the customers pay consideration before the Company recognizes the related revenue. Contract Liabilities would also be recognized if the Company has an unconditional right to receive consideration before the Company recognizes the related revenue.
Research and development
Research and development expenses primarily consist of payroll and other personnel-related expenses of the Company’s software development team.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
The Company believes there were no uncertain tax positions as of December 31, 2024 and June 30, 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. In general, the Inland Revenue Department of Hong Kong has up to seven years to conduct examinations of the Company’s tax filings. Accordingly, the profits tax returns filed for the tax years from 2018 to 2024 of the Company’s Hong Kong subsidiaries remain open to examination by the taxing jurisdictions. The Company is not currently under examination by an income tax authority, nor has it been notified that an examination is contemplated.
Earnings (Loss) Per Share
The Company computes earnings (loss) per share (“EPS”) of Class A Ordinary Shares and Class B Ordinary Shares using the two-class method in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2024 and June 30, 2025, there were no dilutive shares.
In accordance with the Company’s Memorandum and Articles of Association, holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights.
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of foreign currency translation adjustment resulting from the Company translating its financial statements from functional currency into reporting currency.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Segment Reporting
In accordance with ASU 2023-07, Segment Reporting (ASC 280), an operating segment is identified as a component of an enterprise of which separate financial information and operating results are available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The Company has one operating and reportable segment with one business activity – sale of financial trading solutions via internet or platform to customers. The Company’s CODM is its Chief Executive Officer. The Company’s CODM reviews financial information presented on a consolidated basis. The CODM uses the consolidated income or loss from operations and net income (loss) to evaluate financial performance, make decisions and allocate resources. The CODM also reviews the functional expenses such as selling and marketing expenses, research and development expenses and general and administrative expense at the consolidated level to manage the Company’s operations. All the Company’s assets are located in Hong Kong and all of the Company’s revenues and expenses were derived in Hong Kong. The CODM does not use asset or liability information in assessing the Company’s operating segment.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Significant Risks
Market Risk of Financial Instruments
We are subject to financial market risks, including changes in foreign currency exchange rate risk with respect to our investments at fair value consisting of short-term foreign exchange investments made by the Company which is denominated in the US$. The fluctuation in US$ may result in increase or decrease in the value of our investments at fair value. We consider the foreign exchange risk in relation to transactions denominated in US$ with respect to HK$ is not significant as HK$ is pegged to US$.
The trades of foreign currencies conducted by the Company are denominated in the US$ and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD, CAD and NZD, etc. Fluctuation in exchange rates, changes in monetary and/or fiscal policy or inflation in the countries in which the Company paired its trades of foreign currencies could have a material adverse effect on its results of operations. The clear position limits and floating profit/loss limits are set to manage the market risks of its foreign exchange positions.
Currency Risk
The Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and restricted cash, accounts receivable, prepaid expenses and deposits. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Hong Kong. The Company believes that no significant credit risk exists as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits.
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the management. The management considers the credit risk of prepayment to be relatively low, and there is no material impact over the initial adoption of CECL model because the advanced payments made to the service providers for the IT solution and insurance services and the vendors for certain prepaid services were mainly for the coming 12 months.
For the six months ended June 30, 2024 and 2025, all of the Company’s assets were located in Hong Kong and all of the Company’s revenues were derived from its subsidiaries located in Hong Kong. The Company has a concentration of its revenue and accounts receivable with specific customers.
For the six months ended June 30, 2024, no customer accounted for over 10% of the Company’s total revenue. For the six months ended June 30, 2025 , one customer accounted for approximately 11.2% of the Company’s total revenue.
Three customers’ accounts receivable accounted for 40.3%, 16.8% and 16.2% of the total accounts receivable as of December 31, 2024, respectively.

As of June 30, 2025, four customers’ accounts receivable accounted for 26.2%, 25.3%, 11.0% and 10.7%, respectively, of the total accounts receivable.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
For the six months ended June 30, 2024 and 2025, no vendor accounted for over 10% of the Company’s total cost of revenue.
As of December 31, 2024 and June 30, 2025, no supplier’s accounts payable accounted for 10% of the total accounts payable.


Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposits and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Recently Issued Accounting Standards adopted by the Company
The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The Company adopted this guidance during the year ended December 31, 2024. The impact of the adoption of this guidance was not material to our financial position or results of operations, as the requirements impact only segment reporting disclosures in our notes to financial statements. See Segment Reporting above for further details.
Recently Issued Accounting Standards, not yet Adopted by the Company
The ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) issued in January 2025clarified the effective date of ASU 2024-03 published on November 4, 2024. ASU 2024-03 expanded the disclosure of financial statements under ASC220-40 and requires public business entities (“PBE”) to provide a disaggregated disclosure of certain expense captions into specified categories in disclosure within the footnote to the financial statements, while it does not change the expense captions on the face of the income statement. In the footnote to the financial statements, PBEs are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. This ASU will be effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is allowed. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.
The ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis. While the adoption of ASU 2023-09 is not expected to materially impact the Company’s consolidated
F-19

Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
balance sheets, statements of income and comprehensive income, cash flows or disclosures, the Company is assessing which method to adopt.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

3. Accounts Receivable, net
Accounts receivable, net consisted of the following:
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Accounts receivable2,087,509 1,336,500 170,257 
Less: allowance for credit losses(966,947)(947,396)(120,689)
Accounts receivable, net1,120,562 389,104 49,568 
The movement of allowance for credit losses was as follows:
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$US$
Beginning balance1,495,119 966,947 123,180 
Write off(1,318,165)- - 
Addition789,993 - - 
Recovery- (19,551)(2,491)
Ending balance966,947 947,396 120,689 
4. Contract Liabilities
Contract liabilities consisted of the following:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Billings in advance of performance obligation under contracts, current8,669,448 12,302,724 1,567,246 
Billings in advance of performance obligation under contracts, non-current104,714 100,427 12,793 
The Company’s contract liabilities include payments received in advance of performance under trading solution service contracts, which will be recognized as revenue as the Company executed the trading solution services with customers under the contract, as well as the deferred installation and customization service fee received from trading solution services.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
4. Contract Liabilities (Continued)
The movement in contract liabilities was as follows:
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Beginning balance4,619,690 8,774,162 1,117,742 
Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year(6,388,598)(8,265,957)(1,053,002)
Increase in contract liabilities as a result of billings in advance of performance obligation under contracts10,543,070 11,894,946 1,515,299 
Ending balance8,774,162 12,403,151 1,580,039 
Less: Amount expected to be recognized as revenue beyond 12 months(104,714)(100,427)(12,793)
Amount expected to be recognized as revenue in 12 months8,669,448 12,302,724 1,567,246 

5. Prepaid Expenses and Deposits, net
Prepaid expenses and deposits, net consisted of the following:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Rental and utility deposits445,272 445,272 56,723 
Prepaid insurance863,840 34,808 4,434 
Prepaid legal and professional fees4,043,686 3,002,173 382,447 
Prepaid marketing8,731,108 5,611,109 714,800 
Prepaid repair and maintenance80,737 60,147 7,662 
Prepaid hardware/software procurement- 11,045 1,407 
Prepaid others25,553 20,579 2,622 
Total prepaid expenses and deposits14,190,196 9,185,133 1,170,095 
Less: allowance for credit losses(103,182)(121,181)(15,437)
Prepaid expenses and deposits, net14,087,014 9,063,952 1,154,658 
Less: amount classified as prepaid expenses and deposits, non-current(3,546,051)(219,040)(27,904)
Prepaid expense and other current assets, current10,540,963 8,844,912 1,126,754 
Prepaid expenses and deposits, non-current, net comprised of the following:
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
5. Prepaid Expenses and Deposits, net (Continued)
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Rental deposits431,972 - - 
Prepaid legal and professional fees682,500 222,300 28,319 
Prepaid marketing2,414,082 - - 
Prepaid repair and maintenance41,770 - - 
Prepaid expenses, non-current3,570,324 222,300 28,319 
Less: allowance for credit losses(24,273)(3,260)(415)
3,546,051 219,040 27,904 
The movement of allowance for credit losses was as follows:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Beginning balance103,182 103,182 13,144 
Addition- 17,999 2,293 
Ending balance103,182 121,181 15,437 

6. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation, consisted of the following:
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Computer equipment2,560,271 2,582,591 328,997 
Furniture and fixture590,217 598,917 76,296 
Office equipment90,057 90,057 11,472 
Leasehold improvements652,073 652,073 83,068 
Less: accumulated depreciation(3,489,511)(3,618,645)(460,980)
Net book value403,107 304,993 38,853 
Depreciation expense of property and equipment totalled HK$17,055 and HK$129,135 (US$16,451) for the six months ended June 30, 2024 and 2025, respectively.

7. Intangible Assets, net
Intangible assets, stated at cost less accumulated amortization, consisted of the following:
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
7. Intangible Assets, net (Continued)
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Software223,381 227,081 28,928 
Internally developed software70,655,285 72,489,883 9,234,498 
Less: accumulated amortization(52,091,503)(55,147,403)(7,025,236)
Intangible assets, net18,787,163 17,569,561 2,238,190 
Amortization expense of intangible assets totalled HK$2,464,762 and HK$3,055,900 (US$389,292) for the six months ended June 30, 2024 and 2025, respectively. No impairment charge was recognized for any of the periods presented.
Amortization expense expected for the next five years is as follows:
Year ending December 31,HK$US$
2025 (remaining)3,434,585 437,533 
20265,713,679 727,867 
20275,221,544 665,173 
20281,990,795 253,608 
20291,208,958 154,009 
Total 17,569,561 2,238,190 
8. Leases
The Company leases an office under a non-cancelable operating lease agreement. Pursuant to the new lease standard ASC 842-10-55, this lease is treated as an operating lease. The Company’s lease agreement does not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. This lease is on a fixed payment basis. None of the leases include contingent rentals.
Description of leaseLease term
Office at Wanchai, Hong Kong
2 years from January 31, 2022 to January 30, 2024
Office at Wanchai, Hong Kong
2 years from January 31, 2024 to January 30, 2026
(a) Amounts recognized in the consolidated balance sheet:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Right-of-use assets1,563,916 852,343 108,580 
Operating lease liabilities - current1,440,666 852,343 108,580 
Operating lease liabilities - non-current123,249 - - 
Weighted average remaining lease term (in years)1.080.59
Weighted average discount rate (%)4.88 4.88 
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
8. Leases (Continued)
(b) A summary of lease cost recognized in the Company’s unaudited condensed consolidated statements of income and supplemental cash flow information related to operating leases for the six months ended June 30, 2024 and 2025 is as follows:
June 30, 2024June 30, 2025June 30, 2025
HK$HK$US$
Amortization charge of right-of-use assets751,883 742,500 94,587 
Operating lease expense805,297 795,795 101,376 
Cash paid for operating leases757,500 742,500 94,587 
Operating lease right-of-use assets, obtained in exchange for operating lease liabilities- - - 
(c) The following table shows the remaining contractual maturities of the Company’s operating lease liabilities as of June 30, 2025:
HK$US$
2025 (remaining)742,500 94,587 
2026123,750 15,765 
Total future lease payments866,250 110,352 
Less: imputed interest(13,907)(1,772)
Present value of operating lease liabilities852,343 108,580 
9. Accrued Expenses and Other Payables
Components of accrued expenses and other current liabilities are as follows:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Accrued bonus2,068,692 198,700 25,312 
Accrued commission75,713 80,818 10,295 
Accrued employee benefits99,512 104,542 13,318 
Accrued legal and professional fee- 592,066 75,424 
Accrued network and data services146,857 189,462 24,136 
Accrued others130,069 62,327 7,939 
Total accrued expenses and other payables2,520,843 1,227,915 156,424 
10. Bank Borrowings
Components of bank borrowings are as follows as of:
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
10. Bank Borrowings (Continued)
December 31, 2024June 30, 2025June 30, 2025
HK$ HK$ US$
Bank of Communications (Hong Kong) Limited – Loan 1 (1)2,358,837 1,489,754 189,780 
Standard Chartered Bank (Hong Kong) Limited – Loan 2 (2)1,917,055 1,287,524 164,018 
Standard Chartered Bank (Hong Kong) Limited – Loan 3 (3)1,414,102 1,053,016 134,144 
Standard Chartered Bank (Hong Kong) Limited – Loan 4 (4)369,692 241,000 30,701 
Total6,059,686 4,071,294 518,643 
Less: current portion of long-term bank borrowings(4,012,047)(3,756,931)(478,596)
Non-current portion of long-term bank borrowings2,047,639 314,363 40,047 
(1)On April 25, 2019, m-FINANCE borrowed HK$11,000,000 as working capital for 7 years from April 25, 2019 to April 24, 2026 at an annual interest rate of 4.250% under the loan agreement with Bank of Communications (Hong Kong) Limited signed on April 16, 2019. The loan is secured by a personal guarantee from Tai Wai (Stephen) Lam, who is the director of the Company.
(2)On December 22, 2020, m-FINANCE borrowed HK$5,000,000 as working capital for 60 months from December 22, 2020 to December 22, 2025 at an annual interest rate of 3.00% under the loan agreement with Standard Chartered Bank (Hong Kong) Limited. The loan is secured by personal guarantees from Tai Wai (Stephen) Lam and Chi Weng Tam, who are the directors of the Company.
(3)On November 2, 2021, mFTT borrowed HK$2,847,150 as working capital for 5 years from November 2, 2021 to November 2, 2026 at an annual interest rate of 3.00% under the loan agreement with Standard Chartered Bank (Hong Kong) Limited. The loan is secured by personal guarantees from Tai Wai (Stephen) Lam and Chi Weng Tam, who are the directors of the Company.
(4)On May 31, 2021, m-FINANCE borrowed HK$1,000,000 as working capital for 5 years from May 31, 2021 to May 31, 2026 at an annual interest rate of 3.00% under the loan agreement with Standard Chartered Bank (Hong Kong) Limited. The loan is secured by personal guarantees from Tai Wai (Stephen) Lam and Chi Weng Tam, who are the directors of the Company.
Interest expenses pertaining to the above bank borrowings for the six months ended June 30, 2024 and 2025 amounted to HK$151,282 and HK$91,002 (US$11,593), respectively. The weighted average annual interest rate for the six months ended June 30, 2024 and 2025 was 3.3% and 3.6%, respectively.
Maturities of the bank borrowings were as follows:
HK$ US$
Year ending December 31,
2025 (remaining)2,079,204 264,870 
20262,069,833 263,676 
Total bank borrowings repayments 4,149,037 528,546 
Less: imputed interest (77,743)(9,903)
Total 4,071,294 518,643 
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
11. Income Taxes
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
The components of the income tax provision were as follows:
For the six months ended June 30,
202420252025
HK$HK$ US$
Current tax:
Hong Kong- - - 
Total current tax- - - 
Deferred tax:
Hong Kong(893,363)(211,956)(27,001)
Total deferred tax(893,363)(211,956)(27,001)
Total income tax benefit(893,363)(211,956)(27,001)
The reconciliation of statutory income tax rate to our effective income tax rate was as follows:
For the six months ended June 30,
202420252025
HK$ HK$ US$
Loss before income taxes(6,439,954)(13,907,320)(1,771,656)
Hong Kong Profits Tax rate16.5%16.5%16.5%
Income taxes computed at Hong Kong Profits Tax rate(1,062,592)(2,294,708)(292,323)
Reconciling items:
Tax effect of income that is not taxable(3,652)(2,133)(272)
Tax effect of expenses that are not deductible - 33,375 4,252 
The effect of tax rates in different tax jurisdictions1,079,543 1,611,660 205,310 
Research and development credit (1)(942,627)(605,417)(77,124)
Change in valuation allowance- 1,045,140 133,141 
Tax credits(2,175)(168)(22)
Others38,140 295 37 
Income tax benefit(893,363)(211,956)(27,001)
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
11. Income Taxes (Continued)
Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the six months ended June 30, 2024 and 2025.
(1)Research and development credit was arising from the tax authority of Hong Kong provided enhanced tax deduction for expenditure incurred by enterprises on a qualifying research and development activity and enterprises will be able to enjoy additional tax deduction for expenditure incurred on domestic research and development.
Research and development expenditures eligible for deduction are classified into “Type A expenditures” which are qualified for 100 per cent deduction, and “Type B expenditures” which are qualified for the enhanced tax deduction. Type B expenditures have a two-tiered deduction regime. The deduction is 300% for the first HK$2 million of the aggregate amounts of payments made to designated local research institutions for qualifying research and development activities and expenditures incurred by enterprises from carrying out in-house qualifying research and development activities. The remaining amount is qualified for 200% deduction. There is no cap on the amount of enhanced tax deduction and the deduction is applicable to all enterprises. Enterprises can claim the enhanced tax deduction in relation to the qualifying research and development expenditures on or after April 1, 2018. Since the Company’s expenditures on research and development were incurred from carrying out in-house qualifying research and development activities, its expenditures on research and development were eligible for deduction as Type B expenditures.

12. Related Party Balance and Transactions
a.Due to a related party
As of December 31, 2024 and June 30, 2025, the balance of amount due to a related party was as follows:
December 31, 2024June 30, 2025June 30, 2025
HK$HK$US$
Gaderway Investments Limited (1)306,110 - - 
(1)Gaderway Investments Limited, a former shareholder of the Company. The balance represented the amount advanced to the Company. These amounts were unsecured, interest-free and repayable on demand. The entire balance due to Gaderway Investments Limited was settled by cash on May 20, 2025.
b.Personal guarantees from related parties for bank loans
Tai Wai (Stephen) Lam and Chi Weng Tam, the directors of the Company, have jointly or severally provided personal guarantees for several bank loans of the Company. For details, please refer to Note 10.
13. Shareholders’ Equity
Initial Public Offering (“IPO”)
On April 22, 2024, the Company completed its IPO of 208,333 Ordinary Shares* at a public offering price of $36 per Ordinary Share* on Nasdaq Capital Market under the symbol “MFI”. As a result of the offering, the outstanding and issued Ordinary Shares of the Company increased to 1,656,459*. The Company received net proceeds of $5,330,276 from the offering after deducting underwriting discounts, commissions, legal fees, investor relations, other related expenses and deferred IPO costs (see Note 2).
*    Giving retroactive effect to the 8 for 1 share consolidation effected on July 10, 2025.

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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
13. Shareholders’ Equity (Continued)
Share Consolidation
On May 30, 2025, the board of directors and shareholders of the Company approved a share consolidation at a ratio of eight-to-one (8 to 1) (the "Share Consolidation"). 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 were automatically 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 twenty votes per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the "Ordinary Shares"), respectively, without any action on the part of the shareholders. The number of shares is presented on a retroactive basis to reflect the consolidation.
Beginning with the opening of trading on July 10, 2025, the Class A Ordinary Shares commenced trading 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 were issued in connection with the Share Consolidation. Instead, record holders who otherwise were entitled to receive fractional shares because they held a number of shares not evenly divisible by the Share Consolidation ratio automatically received an additional fraction of one share of the relevant class to round up to the next whole share. For those beneficial holders who held shares through a brokerage firm, the Company rounded up fractional shares at the participant level. Cash was not paid for fractional shares.
The Company is authorized to issue an Unlimited number of Ordinary Shares, no par value per share. All of the Company’s issued and outstanding Ordinary Shares are fully paid and non-assessable. The Company’s Ordinary Shares are issued in registered form. There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s Ordinary Shares. In addition, there are no provisions in the Company’s Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights as set forth in the Company’s Memorandum and Articles of Association in effect as of the date hereof. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to twenty votes per Class B Ordinary Share. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis.
14. Commitments and Contingencies
Commitments
As of June 30, 2025, the Company did not have any significant capital and other commitments.
Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made.
15. Subsequent Events
On August 15, 2025, mF International Limited established two subsidiaries, CAT Strategy Limited and Master Info Limited. CAT Strategy Limited was incorporated as a limited liability company in Hong Kong Special Administrative Region with a share capital of HK$1 (US$0.01). Master Info Limited was incorporated as a limited liability company in the British Virgin Islands with 50,000 ordinary shares authorized at a par value of US$1 per share. The share capital of Master Info Limited upon formation is US$1. Both entities are wholly owned by mF International Limited.
On August 26, 2025, the Company entered into an unsecured term loan agreement with Fire Lucky Investment Co., Ltd. (the “Loan Agreement”), the controlling shareholder of the Company (“Fire Lucky”), pursuant to which Fire Lucky agreed to lend the Company $1,000,000 (the “Loan”). The Loan bears interest at the rate of 5% per annum, payable upon maturity of the Loan, matures on December 25, 2025, and is prepayable without penalty upon at least ten business days’ written
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Table of Contents
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
15. Subsequent Events (Continued)
notice to Fire Lucky. As a related party transaction, the Loan was approved by the Company’s audit committee and its board of directors on August 25, 2025.
The Company evaluated all events and transactions that occurred after June 30, 2025 up through the date the Company issued the unaudited condensed consolidated financial statements. Other than the events disclosed above, there was no other subsequent event occurred that would require recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.

F-29

FAQ

What proceeds did MFI raise in its IPO?

The company received $5,330,276 in net proceeds from its IPO completed on April 24, 2024.

What share capital actions did MFI take in 2025?

MFI's board approved an 8-for-1 share consolidation effective for trading on July 10, 2025.

Did MFI disclose any related‑party financing?

Yes. On August 26, 2025 MFI entered an unsecured $1,000,000 term loan from its controlling shareholder at 5% interest, maturing 12/25/2025.

How concentrated are MFI's revenues or receivables?

For the six months ended 6/30/2025 one customer was ~11.2% of revenue and top receivable concentrations were 26.2%, 25.3%, 11.0% and 10.7% of total AR as of 6/30/2025.

What is MFI's allowance for credit losses?

The allowance was HK$966,947 at 12/31/2024 and HK$947,396 (US$120,689) at 6/30/2025.
mF International Ltd

NASDAQ:MFI

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MFI Stock Data

61.06M
195.00k
215.16%
5.21%
5.17%
Software - Application
Technology
Link
Hong Kong
Wan Chai