Masterbeef Group 6-K, filed May 16, 2025
Masterbeef Group (MB)
About this 6-K
Masterbeef Group filed this 6-K on May 16, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2025
Commission File Number: 001-42596
MASTERBEEF GROUP
(Exact name of registrant as specified in its charter)
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 ☒ Form 40-F ☐
On May 14, 2025, Dominari Securities LLC, as the representative of the underwriters of the initial public offering of MasterBeef Group (the “Company”) partially exercised its over-allotment option to purchase an additional 155,000 ordinary shares of the Company at the public offering price of US$4.00 per share (the “Option”) for gross proceeds of $620,000. The closing for the sale of the over-allotment shares took place on May 16, 2025.
A copy of the press release announcing the underwriters’ exercise of the Option is attached as Exhibit 99.1 and incorporated herein by reference.
The press releases shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Exhibits
| 99.1 | Press Release dated May 16, 2025, announcing the exercise of the over-allotment option. |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 16, 2025 | Masterbeef group | |
| By: | /s/ Ka Chun Lam | |
| Name: | Ka Chun Lam | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
MASTERBEEF GROUP Announces Closing of Partial Exercise of Over-Allotment Option in its Initial Public Offering
Hong Kong, May 16, 2025 – MasterBeef Group (the “Company”), a full-service restaurant group in Hong Kong, specializing in Taiwanese hotpot and Taiwanese barbecue, today announced today that it has issued an additional 155,000 ordinary shares (the “Ordinary Shares”) at a price of US$4.00 per share for gross proceeds of approximately $620,000, before deducting underwriter discounts and other related expenses, pursuant to the partial exercise of the underwriter’s over-allotment option in connection with the Company’s previously announced initial public offering (the “Offering”). The option closing date was May 16, 2025. The ordinary shares began trading on the Nasdaq Capital Market on April 10, 2025 under the ticker symbol “MB.”
The Company expects to use the net proceeds from the Offering and the exercise of the over-allotment option for (i) the expansion of its restaurant network through the establishment of new restaurant outlets and its franchising endeavors in Hong Kong and overseas including Singapore and other Southeast Asian countries; (ii) its marketing and branding campaigns, including marketing and promotional activities to further expand its customer base and strengthen its brands; (iii) the production and sale of semi-finished food products such as packaged hotpot soup base and marinated food products; (iv) the investment in technology solutions for table service, inventory management and order processing, and the upgrade of the IT systems in its restaurant outlets; and (v) general corporate purposes that are beneficial in developing the business and its strategic direction.
Dominari Securities LLC acted as the lead underwriter for the Offering and Revere Securities LLC acted as a co-underwriter. Schlueter & Associates, P.C. acted as U.S. securities counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as U.S. securities counsel to the underwriters in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-283142) and was declared effective by the SEC on March 31, 2025. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained, when available, from Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor, New York, NY 10022, or by email at investmentbanking@dominarisecurities.com, or by telephone at (212) 393-4500, or Revere Securities LLC, 560 Lexington Avenue, 16th Floor, New York, NY 10022, or by email at contact@reveresecurities.com, or by telephone at (212) 688-2350. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About MasterBeef Group
MasterBeef Group is a full-service restaurant group in Hong Kong, specializing in Taiwanese hotpot and Taiwanese barbecue. The Company, through its Hong Kong Operating Subsidiaries, operates 12 restaurant outlets under the Master Beef and Anping Grill brands. For more information, please visit the Company’s website: masterbeefgroup.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Registration Statement filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
MasterBeef Group
Email: ir@masterbeefgroup.com