F-1MEF

As filed with the U.S. Securities and Exchange Commission on April 19, 2024

Registration No. [●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

mF INTERNATIONAL LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands	6199	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Unit 1801, Fortis Tower, 77-79 Gloucester Road,

Wan Chai, Hong Kong

(+852) 3426-6200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Ying Li, Esq. Lisa Forcht, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19^th Floor New York, New York 10022 (212) 530-2206 M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square, 40th Floor New York, New York 10036 (212) 421-4100

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-274158

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the registration statement on Form F-1 (File No. 333-274158) initially filed by mF International Limited (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on August 22, 2023 (the “Prior Registration Statement”), which was declared effective by the Commission on March 29, 2024, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

The Company is filing this registration statement for the sole purpose of increasing the offering amount. The additional securities that are being registered for sale are in an amount that represents no more than 20% of the maximum aggregate principal amount set forth in the Prior Registration Statement. The required opinions of counsel and related consents and accountant’s consents are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this registration statement.

The required opinions and consents are listed on an Exhibit Index attached hereto.

EXHIBIT INDEX

Exhibit No.	Description
5.1	Form of Opinion of Ogier regarding the validity of the Ordinary Shares being registered
23.1	Consent of Friedman LLP, Independent Registered Public Accounting Firm
23.2	Consent of Marcum Asia CPAs LLP, Independent Registered Public Accounting Firm
23.3	Consent of Ogier (included in Exhibit 5.1)
107	Filing Fee

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on April 19, 2024.

mF International Limited
By:	/s/ Chi Weng Tam
	Chi Weng Tam
	Chief Executive Officer and Executive Director
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tai Wai (Stephen) Lam	Chairman and Executive Director	April 19, 2024
Name: Tai Wai (Stephen) Lam
/s/ Chi Weng Tam	Chief Executive Officer and Executive Director	April 19, 2024
Name: Chi Weng Tam	(Principal Executive Officer)
/s/ Sui Yee Yeung	Chief Financial Officer	April 19, 2024
Name: Sui Yee Yeung	(Principal Financial and Accounting Officer)

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY, on April 19, 2024.

By:	Cogency Global Inc. Authorized U.S. Representative
	/s/ Colleen A. De Vries
Name:	Colleen A. De Vries
Title:	Senior Vice President on behalf of Cogency Global Inc.

EX-5.1

Exhibit 5.1

mF International Limited	D +1 284 852 7309
Vistra Corporate Services Centre	E michael.killourhy@ogier.com
Wickhams Cay II
PO Box 3170
Road Town	Reference: 502856.00001/MJK/DM
Tortola, VG1110
British Virgin Islands
	19 April 2024

Dear Sirs

mF International Limited, incorporated in the British Virgin Islands with company number 2100955 (the Company)

We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement on Form F-1 (the Registration Statement), including all amendments or supplements to such form filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), related to: (a) initial public offering (the Public Offering) of 1,916,667 ordinary shares of no par value each (Ordinary Shares) in the Company, comprising 1,666,667 new Ordinary Shares to be issued and sold directly by the Company (the Company Public Offering Shares) and up to 250,000 Ordinary Shares for which the underwriter has been granted an over-allotment option (the Option Shares); and (b) the registration, offering and potential resale (the Resale) of an aggregate of 2,538,108 existing issued and outstanding Ordinary Shares in the Company (the Selling Shareholders Resale Shares) by Gaderway Investments Limited, Cheung Hoi Hung, Zhang Mi, Poon Chung Lung, Chan Chu Hing and Miu Man Cheung (together the Selling Shareholders).

We understand that the Company Public Offering Shares will be sold on a firm commitment basis by Joseph Stone Capital, LLC as the underwriter of the Public Offering.

This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.

1 Documents

In preparing this opinion, we have reviewed copies of the following documents:

(a) the Registration Statement;

(b) (i) the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 19 April 2024;

(ii) the public information revealed from searches (the Court Searches) of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (JEMS) by the Registry of the High Court of the Virgin Islands on 19 April 2024,

(each of the searches in (b)(i) and (ii) together, the Public Records);

(c) a registered agent’s certificate issued by the Company’s registered agent dated 28 March 2024 (the Registered Agent’s Certificate);

(d) written resolutions of the directors of the Company dated 11 August 2023, 22 August 2023 and 19 April 2024 approving, inter alia and respectively, certain transactions in relation to the Ordinary Shares in advance of the Public Offering and the Resale (including a share split and certain share transfers between Gaderway Investments Limited and the rest of the Selling Shareholders), the Registration Statement, the Public Offering, the issuance of the Company Public Offering Shares and the Option Shares, the participating in the Resale and certain other matters and confirmations; and written resolutions of the sole shareholder of the Company dated 11 August 2023 in relation to those transactions in advance of the Public Offering and Resale referred to above (such director resolutions and shareholder resolutions, the Resolutions).

We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.

2 Assumptions

This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent’s Certificate without further enquiry and upon the following assumptions, which we have not independently verified:

(a) all parties to the Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement;

(b) the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company);

(c) copies of documents or records provided to us are true copies of the originals which are authentic and complete;

(d) all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same;

(e) the Resolutions remain in full force and effect;

(f) the accuracy and completeness of the Registered Agent’s Certificate as at the date thereof and hereof (but in the latter case with the exception to the refences to the types and number of shares presently in issue);

(g) the accuracy and completeness of the list of shareholders set out in the Registered Agent’s Certificate as at the date hereof; and

(h) the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records.

2

3 Opinion

Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:-

Shares duly authorised, validly issued and non-assessable

(a) The Company Public Offering Shares and Option Shares to be offered, sold and issued pursuant to the Public Offering have been duly authorized for issue by the Company and, when issued by the Company in accordance with the subscription terms thereof and subject to the receipt of the payment therefor, will be have been validly issued by the Company as fully paid and non-assessable.

(b) The Selling Shareholders Resale Shares were duly authorized for issue upon being so issued and have been validly issued by the Company and are fully paid and non-assessable.

No Taxation

(c) No taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding, deduction or otherwise) to the government of the British Virgin Islands in respect of the Public Offering, the Resale or the offering, sale, issue, registration or transfer of any the Ordinary Shares which are the subject thereof.

(d) There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands in connection with the Public Offering or the Resale or any transaction relating thereto and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company in connection with the Public Offering or the Resale or otherwise in connection therewith are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206). In particular, subject to the assumption that neither the Company nor any subsidiary thereof has any interest in land in the British Virgin Islands, Section 242 of the BVI Business Companies Act, 2004 (as amended) provides the Company with a statutory exemption from all forms of taxation in the British Virgin Islands.

4 Limitations

We offer no opinion:

(a) in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws);

(b) in relation to any representation or warranty made or given by the Company in the Registration Statement; or

(c) as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement.

5 Governing Law and Reliance

(a) This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof.

(b) We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ OGIER

Ogier

3

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of mF International Limited on Form F-1 (File No. 333-274158) of our report dated December 29, 2022, with respect to our audit of the consolidated financial statements of mF International Limited as of December 31, 2021 and for the year then ended. We also consent to the reference to our Firm under the heading “Experts” in the Registration Statement on Form F-1 (No. 333-274158) incorporated by reference in this Registration Statement.

We were dismissed as auditors on February 16, 2023 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements appearing in the Registration Statement on Form F-1 (No. 333-274158) incorporated by reference in this Registration Statement for the periods after the date of our dismissal.

/s/ Friedman LLP

Friedman LLP

New York, New York

April 19, 2024

 

EX-23.2

Exhibit 23.2

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of mF International Limited on Form F-1 (File No. 333-274158) of our report dated May 26, 2023, except for Note 13 and Note 16 as to which the date is August 22, 2023, with respect to our audit of the consolidated financial statements of mF International Limited as of December 31, 2022 and for the year then ended. We also consent to the reference to our Firm under the heading “Experts” in the Registration Statement on Form F-1 (No. 333-274158) incorporated by reference in this Registration Statement.

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

New York, New York

April 19, 2024

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001

Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com

EX-FILING FEES

Exhibit 107

Filing Fee Table

F-1

(Form Type)

mF International Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Fee

Proposed

Proposed

Calculation

Maximum

Maximum

Security

or Carry

Offering

Aggregate

Amount of

Security

Class

Forward

Amount

Price Per

Offering

Registration

Type

Title

Rule

Registered

Unit

Price

Fee Rate

Fee

Fees To Be Paid

Equity

Ordinary shares, no par value per share (1)(2)

Rules 457(a) and 457(o)

—

—

$

613,335

0.0001476

$

90.53

Total Offering Amounts

$

613,335

$

90.53

Total Fees Previously Paid

$

0

Total Fee Offset

$

0

Net Fee Due

$

90.53

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). There is no current market for the securities or price at which the shares are being offered.
(2)	Includes 106,667 Ordinary Shares to be sold in the offering, and up to 16,000 Ordinary Shares that may be purchased by the underwriters under the over-allotment option, and additional Ordinary Shares to be issued to prevent dilution resulting from share splits, share dividends, or similar transactions.