mF International: Chinese Investor Acquires 68.3% Control in $7.8M Deal

Fire Lucky Investment and Dawei Yuan have filed Amendment No. 1 to Schedule 13D reporting the completion of a significant share acquisition in mF International Limited.

Rhea-AI Filing Summary

Fire Lucky Investment and Dawei Yuan have filed Amendment No. 1 to Schedule 13D reporting the completion of a significant share acquisition in mF International Limited. On June 25, 2025, Fire Lucky acquired 9,046,892 Class B Ordinary Shares at $0.8622 per share for a total consideration of $7.8 million.

Key details of the transaction:

• Fire Lucky now owns 100% of the company's Class B shares, representing approximately 68.3% of total outstanding Ordinary Shares
• Dawei Yuan, as sole director and shareholder of Fire Lucky, indirectly benefits from this ownership
• The share calculation is based on 4,204,775 Class A Shares and 9,046,892 Class B Shares outstanding as of April 23, 2025
• Both reporting persons share voting and dispositive power over all 9,046,892 Class B shares

This amendment confirms the closing of the previously announced Share Purchase Agreement, marking a significant change in mF International's ownership structure.

Positive

• Fire Lucky Investment completed acquisition of 9,046,892 Class B shares (100% of Class B shares) representing 68.3% controlling stake in mF International
• Transaction valued at $7.8M ($0.86/share) provides clarity on ownership structure and company valuation

Negative

• Concentrated ownership with 68.3% control by single entity may limit minority shareholder influence
• The significant ownership consolidation could reduce stock's public float and trading liquidity

FAQ

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

What percentage of MFI's Class B shares did Fire Lucky Investment acquire on June 25, 2025?

Fire Lucky Investment Co., Ltd. acquired 100% of MFI's Class B shares (9,046,892 shares), representing approximately 68.3% of the company's total outstanding Ordinary Shares.

How much did Fire Lucky Investment pay for MFI's Class B shares?

Fire Lucky Investment paid US$7,800,000 in cash for the Class B shares, which equals approximately US$0.8622 per share.

Who controls Fire Lucky Investment's stake in MFI?

Dawei Yuan, as the sole director, officer, and shareholder of Fire Lucky Investment Co., Ltd., indirectly beneficially owns all the Class B Shares held by Fire Lucky.

What is the total number of outstanding shares for MFI as of April 2025?

According to the Form 20-F, MFI had a total of 4,204,775 Class A Shares and 9,046,892 Class B Shares outstanding as of April 23, 2025.

When was the original Schedule 13D filed for this MFI share acquisition?

The original Schedule 13D was filed by the Reporting Persons with the SEC on May 30, 2025, and this filing represents Amendment No. 1 to that original filing.

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

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Accepted by SEC EDGAR 06/25/2025 - 07:38 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

mF International Limited

(Name of Issuer)

Class B Ordinary Shares, with no par value

(Title of Class of Securities)

G6065C113

(CUSIP Number)

Dawei Yuan
Room 2308, 23/F, The Center, 99 Queen's Road Central, Central
Hong Kong, K3, 000000
852 68101055

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6065C113

1

Name of reporting person

Fire Lucky Investment Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,046,892.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,046,892.00

11

Aggregate amount beneficially owned by each reporting person

9,046,892.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The percentage is calculated based on 9,046,892 Class B Ordinary Shares of the Issuer outstanding as of April 23, 2025, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission on April 23, 2025.

SCHEDULE 13D

CUSIP No. G6065C113

1

Name of reporting person

Dawei Yuan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,046,892.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,046,892.00

11

Aggregate amount beneficially owned by each reporting person

9,046,892.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is calculated based on 9,046,892 Class B Ordinary Shares of the Issuer outstanding as of April 23, 2025, as reported in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission on April 23, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Ordinary Shares, with no par value
(b)	Name of Issuer: mF International Limited
(c)	Address of Issuer's Principal Executive Offices: Unit 1801, Fortis Tower, 77-79 Gloucester Road, Wan Chai, Hong Kong, CHINA , 000000.
Item 1 Comment: This Amendment No.1 to Schedule 13D (this "Amendment No. 1") is being jointly filed by Fire Lucky Investment Co., Ltd. ("Fire Lucky") and Dawei Yuan ("Mr. Yuan," together with Fire Lucky, the "Reporting Persons") as an amendment to that certain Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on May 30, 2025 (the "Original Schedule 13D"). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The Closing under the Share Purchase Agreement has taken place on June 25, 2025, and the Seller Shares have been transferred to Fire Lucky by the Seller.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows: As of the date hereof, Fire Lucky beneficially owns directly 9,046,892 Class B Shares, representing 100% of the Issuer's outstanding Class B Shares, or approximately 68.3% of the Issuer's outstanding Ordinary Shares as disclosed in the Form 20-F. Mr. Yuan, as sole director, officer and shareholder of Fire Lucky, indirectly beneficially owns all the Class B Shares held by Fire Lucky. The above disclosure of percentage information was calculated based on a total of 4,204,775 Class A Shares outstanding and 9,046,892 Class B Shares outstanding as of April 23, 2025, as reported in the Form 20-F.
(b)	Item 5(b) of the Original Schedule 13D is hereby amended and restated as follows: As of the date hereof, the number of shares to which Fire Lucky has: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 9,046,892 Class B Shares Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 9,046,892 Class B Shares As of the date hereof, the number of shares to which Mr. Yuan has: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 9,046,892 Class B Shares Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 9,046,892 Class B Shares
(c)	Item 5(c) of the Original Schedule 13D is hereby amended and restated as follows: Fire Lucky acquired 9,046,892 Class B Shares from the Seller in accordance with the Share Purchase Agreement, at an aggregate purchase price of US$7,800,000 in cash (i.e., approximately US$0.8622 per share), closing of which has taken place on June 25, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The Closing under the Share Purchase Agreement has taken place on June 25, 2025, and the Seller Shares have been transferred to Fire Lucky by the Seller.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fire Lucky Investment Co., Ltd.

Signature:	/s/ Dawei Yuan
Name/Title:	Dawei Yuan/Director
Date:	06/25/2025

Dawei Yuan

Signature:	/s/ Dawei Yuan
Name/Title:	Dawei Yuan
Date:	06/25/2025