mF International Ltd 6-K, filed Oct 3, 2025
mF International Ltd (MFI)
6-K
2025-10-03
For: 2025-06-30
View Original
Added on
April 08, 2026
About this 6-K
mF International Ltd filed this 6-K on October 3, 2025.
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
(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, 2025 | By: | /s/ Haoyu Wang | ||||||
| Name: | Haoyu Wang | |||||||
| Title: | Chief Executive Officer and Executive Director | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
Exhibit 99-1
mF INTERNATIONAL LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
mF International Limited and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of December 31, 2024 and June 30, 2025
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | ||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Accounts receivable, net | ||||||||||||||||||||
| Prepaid expenses and deposits, current, net | ||||||||||||||||||||
| Investment at fair value | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||||
| Prepaid expenses and deposits, non-current, net | ||||||||||||||||||||
| Total non-current assets | ||||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accrued expenses and other payables | ||||||||||||||||||||
| Amount due to a related party | ||||||||||||||||||||
| Bank borrowings, current | ||||||||||||||||||||
| Contract liabilities | ||||||||||||||||||||
| Operating lease liabilities, current | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Contract liabilities, non-current | ||||||||||||||||||||
| Bank borrowings, non-current | ||||||||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||||||||
| Total non-current liabilities | ||||||||||||||||||||
| Total liabilities | ||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||
| Shareholders’ equity | ||||||||||||||||||||
Class A and Class B Ordinary Shares, authorized to issue an | ||||||||||||||||||||
| Additional paid-in capital | ||||||||||||||||||||
| Retained earnings | ( | ( | ( | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | |||||||||||||||||
| Total shareholders’ equity | ||||||||||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||||||||||
*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
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, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Revenue | ||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling and marketing expense | ||||||||||||||||||||
| Research and development expense | ||||||||||||||||||||
| General and administrative expense | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Loss from operations | ( | ( | ( | |||||||||||||||||
| Other (expenses) income | ||||||||||||||||||||
| Other (expenses) income , net | ( | |||||||||||||||||||
| Interest (expense) income, net | ( | |||||||||||||||||||
| Total other (expenses) income, net | ( | |||||||||||||||||||
| Loss before income taxes | ( | ( | ( | |||||||||||||||||
| Income tax benefit | ( | ( | ( | |||||||||||||||||
| Net loss | ( | ( | ( | |||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||||||||
| Comprehensive loss | ( | ( | ( | |||||||||||||||||
| Weighted average Class A Ordinary Shares outstanding – basic and diluted* | ||||||||||||||||||||
| Weighted average Class B Ordinary Shares outstanding – basic and diluted* | ||||||||||||||||||||
| Total weighted average Class A and B shares outstanding – basic and diluted* | ||||||||||||||||||||
| Loss per Class A Ordinary Share – basic and diluted* | ( | ( | ( | |||||||||||||||||
| Loss per Class B Ordinary Share – basic and diluted* | ( | ( | ( | |||||||||||||||||
*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
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 Shares | Additional Paid-in | Retained | Accumulated Other Comprehensive | |||||||||||||||||||||||||||||||||||
| Shares* | Amount | Capital | Earnings | Loss | Total | |||||||||||||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||
| Issuance of Ordinary Shares — initial public offer ("IPO"), net of issuance costs | - | - | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | |||||||||||||||||||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Class A and Class B Ordinary Shares | Additional Paid-in | Retained | Accumulated Other Comprehensive | |||||||||||||||||||||||||||||||||||
| Shares * | Amount | Capital | Earnings | Loss | Total | |||||||||||||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||
F-4
*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
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, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net loss | ( | ( | ( | |||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||
| Amortization of right-of-use assets and interest of lease liabilities | ||||||||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||||||||
| Deferred tax benefit | ( | ( | ( | |||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Prepaid expenses | ( | |||||||||||||||||||
| Deposits and other current assets | ( | ( | ( | |||||||||||||||||
| Accrued expenses and other payables | ( | ( | ( | |||||||||||||||||
| Contract liabilities | ||||||||||||||||||||
| Income tax payable | ( | |||||||||||||||||||
| Operating lease liabilities | ( | ( | ( | |||||||||||||||||
| Net cash used in operating activities | ( | ( | ( | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Purchase of property and equipment | ( | ( | ( | |||||||||||||||||
| Costs incurred for software development | ( | ( | ( | |||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | |||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Repayment of bank borrowings | ( | ( | ( | |||||||||||||||||
| Repayment to a related party | ( | ( | ||||||||||||||||||
| Proceeds from IPO, net of offering costs | ||||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||||||||
| Effect of exchange rate changes on cash and restricted cash | ||||||||||||||||||||
| Net change in cash and restricted cash | ( | ( | ||||||||||||||||||
| Cash and restricted cash, beginning of period | ||||||||||||||||||||
| Cash and restricted cash, end of period | ||||||||||||||||||||
| Reconciliation of cash and restricted cash to the consolidated balance sheets | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Total cash and restricted cash | ||||||||||||||||||||
| Supplemental disclosure information: | ||||||||||||||||||||
| Cash paid for income tax | ||||||||||||||||||||
| Cash paid for interest | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
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:
| Name | Place and date of incorporation | Ownership | Principal activity | |||||||||||||||||
| m-FINANCE Limited (“m-FINANCE”) | Hong Kong February 11, 2002 | Engages in development and provision of financial trading solutions. | ||||||||||||||||||
| m-FINANCE Trading Technologies Limited (“mFTT”) | Hong Kong March 21, 2013 | Engages in business of liquidity provider related services and other financial value-added services. | ||||||||||||||||||
| Omegatraders Systems Limited (“OTX “) | Hong Kong December 10, 2009 | Engages in the business of algorithm trading research & development and investment. | ||||||||||||||||||
| Master Info Limited ("MIL") | British Virgin Islands August 15, 2025 | Serves as an investment holding vehicle to facilitate and manage the Company's investment activities. | ||||||||||||||||||
| CAT Strategy Limited ("CAT") | Hong Kong August 15, 2025 | 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
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.
F-8
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 1 | Level 2 | Level 3 | Balance at fair value | |||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||||||||||||
F-9
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
| June 30, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Balance at fair value | |||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||||||||||||
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.
F-10
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.
F-11
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 equipment | ||||||||
| Furniture and fixture | ||||||||
| Office equipment | ||||||||
| Leasehold improvements | Shorter of | |||||||
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
The estimated useful lives of intangible assets are as follows:
| Internally developed software | ||||||||
| Software | ||||||||
F-12
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
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
F-13
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
F-14
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, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Initial set up, installation and customization services | ||||||||||||||||||||
| Subscriptions | ||||||||||||||||||||
| Hosting, support and maintenance services | ||||||||||||||||||||
| Liquidity services | ||||||||||||||||||||
| White label services | ||||||||||||||||||||
| Quotes/news/package subscription services | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
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, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Point in time | ||||||||||||||||||||
| Over time | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
F-15
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
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
F-16
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.
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
F-17
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.
F-18
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.
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
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, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Less: allowance for credit losses | ( | ( | ( | |||||||||||||||||
| Accounts receivable, net | ||||||||||||||||||||
The movement of allowance for credit losses was as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Beginning balance | ||||||||||||||||||||
| Write off | ( | |||||||||||||||||||
| Addition | ||||||||||||||||||||
| Recovery | ( | ( | ||||||||||||||||||
| Ending balance | ||||||||||||||||||||
4. Contract Liabilities
Contract liabilities consisted of the following:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Billings in advance of performance obligation under contracts, current | ||||||||||||||||||||
| Billings in advance of performance obligation under contracts, non-current | ||||||||||||||||||||
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.
F-20
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, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Beginning balance | ||||||||||||||||||||
| 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 | ( | ( | ( | |||||||||||||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||||||||||
| Ending balance | ||||||||||||||||||||
| Less: Amount expected to be recognized as revenue beyond 12 months | ( | ( | ( | |||||||||||||||||
| Amount expected to be recognized as revenue in 12 months | ||||||||||||||||||||
5. Prepaid Expenses and Deposits, net
Prepaid expenses and deposits, net consisted of the following:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Rental and utility deposits | ||||||||||||||||||||
| Prepaid insurance | ||||||||||||||||||||
| Prepaid legal and professional fees | ||||||||||||||||||||
| Prepaid marketing | ||||||||||||||||||||
| Prepaid repair and maintenance | ||||||||||||||||||||
| Prepaid hardware/software procurement | ||||||||||||||||||||
| Prepaid others | ||||||||||||||||||||
| Total prepaid expenses and deposits | ||||||||||||||||||||
| Less: allowance for credit losses | ( | ( | ( | |||||||||||||||||
| Prepaid expenses and deposits, net | ||||||||||||||||||||
| Less: amount classified as prepaid expenses and deposits, non-current | ( | ( | ( | |||||||||||||||||
| Prepaid expense and other current assets, current | ||||||||||||||||||||
Prepaid expenses and deposits, non-current, net comprised of the following:
F-21
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
5. Prepaid Expenses and Deposits, net (Continued)
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Rental deposits | ||||||||||||||||||||
| Prepaid legal and professional fees | ||||||||||||||||||||
| Prepaid marketing | ||||||||||||||||||||
| Prepaid repair and maintenance | ||||||||||||||||||||
| Prepaid expenses, non-current | ||||||||||||||||||||
| Less: allowance for credit losses | ( | ( | ( | |||||||||||||||||
The movement of allowance for credit losses was as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Beginning balance | ||||||||||||||||||||
| Addition | ||||||||||||||||||||
| Ending balance | ||||||||||||||||||||
6. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation, consisted of the following:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Computer equipment | ||||||||||||||||||||
| Furniture and fixture | ||||||||||||||||||||
| Office equipment | ||||||||||||||||||||
| Leasehold improvements | ||||||||||||||||||||
| Less: accumulated depreciation | ( | ( | ( | |||||||||||||||||
| Net book value | ||||||||||||||||||||
Depreciation expense of property and equipment totalled HK$17,055 and HK$129,135 (US$16,451 ) for the six months ended June 30, 2024 and 2025, respectively.
7. Intangible Assets, net
Intangible assets, stated at cost less accumulated amortization, consisted of the following:
F-22
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
7. Intangible Assets, net (Continued)
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Software | ||||||||||||||||||||
| Internally developed software | ||||||||||||||||||||
| Less: accumulated amortization | ( | ( | ( | |||||||||||||||||
| Intangible assets, net | ||||||||||||||||||||
Amortization expense of intangible assets totalled HK$2,464,762 and HK$3,055,900 (US$389,292 ) for the six months ended June 30, 2024 and 2025, respectively. No
Amortization expense expected for the next five years is as follows:
| Year ending December 31, | HK$ | US$ | ||||||||||||
| 2025 (remaining) | ||||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| Total | ||||||||||||||
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 lease | Lease term | |||||||
| Office at Wanchai, Hong Kong | ||||||||
| Office at Wanchai, Hong Kong | ||||||||
(a) Amounts recognized in the consolidated balance sheet:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Operating lease liabilities - current | ||||||||||||||||||||
| Operating lease liabilities - non-current | ||||||||||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||||||||||
| Weighted average discount rate (%) | ||||||||||||||||||||
F-23
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, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Amortization charge of right-of-use assets | ||||||||||||||||||||
| Operating lease expense | ||||||||||||||||||||
| Cash paid for operating leases | ||||||||||||||||||||
| 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) | ||||||||||||||
| 2026 | ||||||||||||||
| Total future lease payments | ||||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Present value of operating lease liabilities | ||||||||||||||
9. Accrued Expenses and Other Payables
Components of accrued expenses and other current liabilities are as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Accrued bonus | ||||||||||||||||||||
| Accrued commission | ||||||||||||||||||||
| Accrued employee benefits | ||||||||||||||||||||
| Accrued legal and professional fee | ||||||||||||||||||||
| Accrued network and data services | ||||||||||||||||||||
| Accrued others | ||||||||||||||||||||
| Total accrued expenses and other payables | ||||||||||||||||||||
10. Bank Borrowings
Components of bank borrowings are as follows as of:
F-24
mF International Limited and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
10. Bank Borrowings (Continued)
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Bank of Communications (Hong Kong) Limited – Loan 1 (1) | ||||||||||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 2 (2) | ||||||||||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 3 (3) | ||||||||||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 4 (4) | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Less: current portion of long-term bank borrowings | ( | ( | ( | |||||||||||||||||
| Non-current portion of long-term bank borrowings | ||||||||||||||||||||
(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) | ||||||||||||||
| 2026 | ||||||||||||||
| Total bank borrowings repayments | ||||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Total | ||||||||||||||
F-25
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$2,000,000.
The components of the income tax provision were as follows:
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Current tax: | ||||||||||||||||||||
| Hong Kong | ||||||||||||||||||||
| Total current tax | ||||||||||||||||||||
| Deferred tax: | ||||||||||||||||||||
| Hong Kong | ( | ( | ( | |||||||||||||||||
| Total deferred tax | ( | ( | ( | |||||||||||||||||
| Total income tax benefit | ( | ( | ( | |||||||||||||||||
The reconciliation of statutory income tax rate to our effective income tax rate was as follows:
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Loss before income taxes | ( | ( | ( | |||||||||||||||||
| Hong Kong Profits Tax rate | % | % | % | |||||||||||||||||
| Income taxes computed at Hong Kong Profits Tax rate | ( | ( | ( | |||||||||||||||||
| Reconciling items: | ||||||||||||||||||||
| Tax effect of income that is not taxable | ( | ( | ( | |||||||||||||||||
| Tax effect of expenses that are not deductible | ||||||||||||||||||||
| The effect of tax rates in different tax jurisdictions | ||||||||||||||||||||
| Research and development credit (1) | ( | ( | ( | |||||||||||||||||
| Change in valuation allowance | ||||||||||||||||||||
| Tax credits | ( | ( | ( | |||||||||||||||||
| Others | ||||||||||||||||||||
| Income tax benefit | ( | ( | ( | |||||||||||||||||
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.
F-26
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$2 million of the aggregate amounts of payments made to designated local research institutions for qualifying research and development activities and expenditures incurred by enterprises from carrying out in-house qualifying research and development activities. The remaining amount is qualified for 200% deduction. There is no cap on the amount of enhanced tax deduction and the deduction is applicable to all enterprises. Enterprises can claim the enhanced tax deduction in relation to the qualifying research and development expenditures on or after April 1, 2018. Since the Company’s expenditures on research and development were incurred from carrying out in-house qualifying research and development activities, its expenditures on research and development were eligible for deduction as Type B expenditures.
12. Related Party Balance and Transactions
a.Due to a related party
As of December 31, 2024 and June 30, 2025, the balance of amount due to a related party was as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||||||||
| Gaderway Investments Limited | (1) | |||||||||||||||||||||||||
(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 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.
F-27
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
F-28
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
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information in this report contains forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” in the registration statement on Form F-3 we filed with the SEC on September 12, 2025 for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors.
Overview
mF International Limited (“the Company”, “it”, “its”, “we”, “our”, “us”) is a BVI holding company with three Hong Kong-based subsidiaries providing financial trading solutions by principally engaging in research and development and sales of financial trading solutions. m-FINANCE Limited, our principal operating subsidiary (“m-FINANCE,” and, together with m-FINANCE Trading Technologies Ltd., a Hong Kong company (“mFTT”), and Omegatraders Systems Limited, a Hong Kong company (“OTX”), collectively, the “Operating Subsidiaries”), is a financial service market participant with clients in Hong Kong, mainland China and Southeast Asia, and a bullion trading platform solution provider for the Chinese Gold and Silver Exchange (CGSE) Society member in Hong Kong. m-FINANCE has approximately 20 years of experience in providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients via internet or platform as software as a service. m-FINANCE has provided a wide range of top-notch services, including mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Applications and other value-added services. In addition, the Company plans to reorganize its current business and introduce investment management by establishing two additional subsidiaries on August 15, 2025: CAT Strategy Limited, a Hong Kong limited liability company, and Master Info Limited, a British Virgin Islands limited liability company.
Key factors that affect operating results
Our results of operations have been and will continue to be affected by a number of factors, including those set out below:
General market conditions of the capital market and financial trading industry in Hong Kong
Our Operating Subsidiaries’ business is closely related to the capital market and financial trading industry in Hong Kong. Through our Operating Subsidiaries, we provide financial trading solutions and the services provided by the Operating Subsidiaries are affected by the capital market in Hong Kong. Any material deterioration in the financial and economic conditions of the financial and capital market in Hong Kong could materially and adversely affect the business and prospects of our Operating Subsidiaries. The Hong Kong financial and capital market is susceptible to changes in global, as well as domestic economic, social and political conditions, including, but not limited to, interest rate fluctuations, volatility of foreign currency exchange rates, monetary policy changes and legal and regulatory changes. When there are unfavorable changes to global or local market conditions, the financial and securities market in Hong Kong may experience negative fluctuations in its performance. Which, in turn, may directly affect the demand for our Operating Subsidiaries’ services, pricing strategies, the level of business activities and, consequently, our revenue derived therefrom. This may materially and adversely affect our financial condition and results of operations.
Our Operating Subsidiaries’ abilities to design and develop new services
The financial service industry is characterized by rapidly evolving technology and standards, and our future success will depend on our ability to enhance our current financial trading solutions and to introduce new financial trading solutions that keep pace with these rapidly evolving technologies and standards. As such, our success is susceptible to our ability to integrate new technologies and standards into their financial trading solutions, create new solutions and adapt to changing business models and customers in a timely manner. As a result, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological changes and compete effectively. As of December 31, 2024 and June 30, 2025, the ending balance of the capitalized product development costs, net of accumulated amortization, was HK$18.7 million and HK$17.6 million (US$2.2 million), respectively. The failure to
improve our financial trading solutions and services, offer new financial trading solutions and adapt to changing business models in a timely and cost-effective manner could materially and adversely affect the business of our operations, financial condition and results of operations.
Competition
With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies. As such, our operations face potential competition with various financial trading solution providers in the same industry. Although we face competition from bigger, better capitalized and well-established companies, we believe that our operations have differentiated our services with a comprehensive range of financial trading solutions with high flexibility, established reputation with proven track record and strong and innovative development capabilities. Should we fail to compete with our competitors, maintain our competitive advantage or keep pace with technological changes, our overall results of operations could be adversely affected.
Our top five customers accounted for 29.7% and 39.7% of our total revenues for the six months ended June 30, 2024 and 2025, respectively. Our customers are mainly sourced by referrals through existing clients and our social and professional networks of brokers.
To expand our business, we started incurring significant spending on marketing activities in an effort to further grow our customer base. We continue to incur expenses in our promotional efforts through different online and offline media/channels to increase the number of customer accounts, which can potentially lead to increased revenues.
The Operating Subsidiaries rely on IT staff and other skilled workers to complete their projects and the retention and recruitment of these skilled professionals is challenging.
There is a limited pool of IT staff and other skilled workers with the requisite skills, know-how and experience required for our Operating Subsidiaries’ business. As the quality of IT and technical know-how are vital to the business of our subsidiaries, attracting and retaining talent are essential components of our business strategy. We may have to offer better salaries, incentive packages and training opportunities to attract and retain sufficiently skilled workers to maintain our operations and growth, which may increase our costs and reduce our profitability. For the six months ended June 30, 2024 and 2025, our employee compensation and benefits included in the cost of revenue were HK$3.7 million and HK$5.3 million (US$0.7 million), respectively and our employee compensation and benefits included in general & administrative expenses was HK$3.1 million and HK$6.5 million (US$0.8 million), respectively. We cannot be certain that we will be able to retain our existing IT staff and other skilled workers and recruit additional qualified professionals to support the future operations and growth of our operations. Any failure to do so may adversely affect the business and growth of our operations.
Quantitative and qualitative disclosures about market risk
We are subject to financial market risks, including changes in foreign currency exchange rate risk with respect to our investment at fair value, which consists of short-term foreign exchange investment made by the Company denominated in US dollars, or US$. The fluctuation in US$ may result in an increase or decrease in the value of our investment 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$.
The trades of foreign currencies we conduct are denominated in the US$ and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD and CAD, etc. Fluctuations in exchange rates, changes in monetary and/or fiscal policy or inflation in the countries in which we paired our trades of foreign currencies could have a material adverse effect on our results of operations. The clear position limits and floating profit/loss limits are set to manage the market risks of our foreign exchange positions. We did not initiate any trades of foreign currencies during the six months ended June 30, 2024 and 2025.
Recent Developments
On August 15, 2025, the Company established two subsidiaries: CAT Strategy Limited, a Hong Kong limited liability company share capital of HK$1 (US$0.01) ("CAT"), and Master Info Limited, a British Virgin Islands limited liability
company with 50,000 ordinary shares authorized at a par value of US$1 per share ("MIL"). CAT was established as an investment holding entity to manage the Company’s investment activities. MIL was formed to provide administrative support for the Company as a whole. Both entities are wholly owned by mF International Limited.
Results of operations Comparison of six months ended June 30, 2024 and 2025
The following table sets forth key components of our results of operations for the six months ended June 30, 2024 and 2025:
| For the six months ended June 30, | % of | |||||||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||||||||||||||
| Revenue | 12,470,969 | 15,069,401 | 1,919,693 | 2,598,432 | 20.8 | % | ||||||||||||||||||||||||||
| Cost of revenue | 7,184,748 | 9,712,918 | 1,237,330 | 2,528,170 | 35.2 | % | ||||||||||||||||||||||||||
| Gross profit | 5,286,221 | 5,356,483 | 682,363 | 70,262 | 1.3 | % | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Selling and marketing expenses | 918,731 | 3,206,886 | 408,526 | 2,288,155 | 249.1 | % | ||||||||||||||||||||||||||
| Research and development expenses | 109,231 | 20,911 | 2,664 | (88,320) | (80.9) | % | ||||||||||||||||||||||||||
| General and administrative expenses | 10,580,763 | 16,198,821 | 2,063,570 | 5,618,058 | 53.1 | % | ||||||||||||||||||||||||||
| Total operating expenses | 11,608,725 | 19,426,618 | 2,474,760 | 7,817,893 | 67.3 | % | ||||||||||||||||||||||||||
| Loss from operations | (6,322,504) | (14,070,135) | (1,792,397) | (7,747,631) | 122.5 | % | ||||||||||||||||||||||||||
| Other (expenses) income | ||||||||||||||||||||||||||||||||
| Other (expenses) income , net | (18,096) | 5,520 | 703 | 23,616 | (130.5) | % | ||||||||||||||||||||||||||
| Interest (expense) income, net | (99,354) | 157,295 | 20,038 | 256,649 | (258.3) | % | ||||||||||||||||||||||||||
| Total other (expenses) income, net | (117,450) | 162,815 | 20,741 | 280,265 | (238.6) | % | ||||||||||||||||||||||||||
| Loss before income taxes | (6,439,954) | (13,907,320) | (1,771,656) | (7,467,366) | 116.0 | % | ||||||||||||||||||||||||||
| Income tax benefit | (893,363) | (211,956) | (27,001) | 681,407 | (76.3) | % | ||||||||||||||||||||||||||
| Net loss | (5,546,591) | (13,695,364) | (1,744,655) | (8,148,773) | 146.9 | % | ||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 3,480 | 12,789 | (46,780) | 9,309 | 267.5 | % | ||||||||||||||||||||||||||
| Comprehensive loss | (5,543,111) | (13,682,575) | (1,791,435) | (8,139,464) | 146.8 | % | ||||||||||||||||||||||||||
Revenue
The following table sets forth the breakdown of our revenue by major revenue type for the six months ended June 30, 2024 and 2025, respectively:
| For the Six Months Ended June 30, | % of | |||||||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||||||||||||||
| Initial set up, installation and customization services | 1,106,009 | 2,032,523 | 258,923 | 926,514 | 83.8 | % | ||||||||||||||||||||||||||
| Subscription | 5,407,403 | 6,772,897 | 862,800 | 1,365,494 | 25.3 | % | ||||||||||||||||||||||||||
| Hosting, support and maintenance services | 2,331,269 | 2,845,614 | 362,504 | 514,345 | 22.1 | % | ||||||||||||||||||||||||||
| Liquidity service | 983,104 | 667,873 | 85,080 | (315,231) | (32.1) | % | ||||||||||||||||||||||||||
| White label service | 1,494,188 | 1,560,822 | 198,833 | 66,634 | 4.5 | % | ||||||||||||||||||||||||||
| Quotes/news/package subscription services | 1,148,996 | 1,189,672 | 151,553 | 40,676 | 3.5 | % | ||||||||||||||||||||||||||
| Total revenue | 12,470,969 | 15,069,401 | 1,919,693 | 2,598,432 | 20.8 | % | ||||||||||||||||||||||||||
Our revenue increased by HK$2.6 million, or 20.8%, from HK$12.5 million for the six months ended June 30, 2024 to HK$15.1 million (US$1.9 million) for the six months ended June 30, 2025, primarily because of a rise in our revenue from initial set up, installation and customization services, subscription, hosting, support and maintenance services, white label service and quotes/news/package subscription services, largely offset by an decrease in our liquidity service.
Revenue from our initial set up, installation and customization services increased by HK$0.9 million, or 83.8%, from HK$1.1 million for the six months ended June 30, 2024 to HK$2.0 million for the same period in 2025. The increase was mainly due to a rise in demand for installation services. During the six months ended June 30, 2025, 11 customers engaged us for this line of service compared to 5 customers in the same period in 2024. One of such customers was involved in a complex customization, which generated HK$0.75 million.
Subscription revenue grew by HK$1.4 million, or 25.3%, from HK$5.4 million in the six months ended June 30, 2024 to HK$6.8 million in the same period in 2025. Subscription service represents the right to access granted to our trading platform to our customers over the contract term after the initial setup or customization is completed. The increase in subscription revenue represented an increase in the access right to our trading platforms granted to those customers to whom we had delivered the initial setup or customization of the trading platforms in the prior year.
Our hosting, support and maintenance services revenue increased by HK$0.5 million, or 22.1%, from HK$2.3 million in the six months ended June 30, 2024 to HK$2.8 million (US$0.4 million) in the same period in 2024. The growth in this revenue stream aligned with the increment in subscription revenue. We provided hosting, support and maintenance services to our customers to whom we had delivered the implementation of the new or customized trading platforms.
Liquidity service revenue dropped by HK$0.3 million, or 32.1%, from HK$1 million for the six months ended June 30, 2024 to HK$0.7 million in the same period in 2025. The liquidity service fee is charged based on the transaction volume of orders sent directly to the liquidity providers. We experienced a lower transaction volume, 286,941, in the six months ended June 30, 2025, compared to 641,450 in the same period in 2024.
White label service revenue slightly increased by HK$0.1 million from HK$1.5 million for the six months ended June 30, 2024 to HK$1.6 million in the same period in 2025. The white label service is an optional service to our customers, which allows them to request additional labels or brands to be installed n the trading platform. 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.
Our quotes/news/package subscription services are value-added and optional services to our customers. Through the subscription of this service line, we offer financial strategy analysis, financial calendar, real-time quotes and financial information and news to our customers. Compared to HK$1.1 million in the six months ended June 30, 2024, the quotes/
news/package subscription services revenues for the same period in 2025 was HK$1.2 million (US$0.2 million) with a slight increase of HK$0.1 million or 3.5%.
Cost of revenue
The following table sets forth the breakdown of our cost of revenue for the six months ended June 30, 2024 and 2025:
| For the six months ended June 30, | % of | |||||||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||||||||||||||
| Internet services costs | 717,636 | 747,763 | 95,258 | 30,127 | 4.2 | % | ||||||||||||||||||||||||||
| Employee compensation and benefits | 3,682,124 | 5,343,571 | 680,718 | 1,661,447 | 45.1 | % | ||||||||||||||||||||||||||
| Subscription costs | 51,277 | 63,472 | 8,086 | 12,195 | 23.8 | % | ||||||||||||||||||||||||||
| Outsourcing fees | 93,884 | 341,881 | 43,552 | 247,997 | 264.2 | % | ||||||||||||||||||||||||||
| Amortization of intangible assets | 2,464,762 | 3,055,900 | 389,292 | 591,138 | 24.0 | % | ||||||||||||||||||||||||||
| Commission expense | 170,464 | 158,263 | 20,161 | (12,201) | (7.2) | % | ||||||||||||||||||||||||||
| Others | 4,601 | 2,068 | 263 | (2,533) | (55.1) | % | ||||||||||||||||||||||||||
| Total cost of revenue | 7,184,748 | 9,712,918 | 1,237,330 | 2,528,170 | 35.2 | % | ||||||||||||||||||||||||||
Our cost of revenue increased by HK$2.5 million, or 35.2%, from HK$7.2 million for the six months ended June 30, 2024 to HK$9.7 million for the six months ended June 30, 2025, which was predominantly driven by a spike in employee compensation and benefits by HK$1.7 million and amortization of intangible assets by HK$0.6 million.
Internet service costs
Internet service costs represent costs in relation to server hosting service provided by data center service providers as well as costs of acquiring an internet data line from various service providers for internet access. The internet service costs for the six months ended June 30, 2025 slightly increased by HK$0.03 million, or 4.2%, compared to the same period in 2024.
Employee compensation and benefits
Employee compensation and benefits consist primarily of payroll and other personnel-related expenses of our staff who support our trading solution services. Employee compensation and benefits for the six months ended June 30, 2025 increased by HK$1.7 million, or 45.1%, compared to the same period in 2024. During the six months ended June 30, 2025, the Company offered bonuses and salary increases to its platform support staff.
Subscription costs
Our subscription costs represent the amount we paid our financial news and market information service providers. We convert the raw data into usable data that can be utilized in our trading platform. For the six months ended June 30, 2025, our subscription costs increased by HK$0.01 million or 23.8% compared to the same period in 2024. Such increase corresponded to the increase in our quotes/news/package subscription services revenues for the six months ended June 30, 2025, as aforementioned.
Outsourcing fees
We may outsource some implementation or customization tasks to our related parties and/or independent third parties. The outsourcing costs mainly represent the charges and fees paid to those subcontractors who handle a portion of our implementation and customization projects. Compared to the six months ended June 30, 2024, the outsourcing fees increased by HK$0.2 million, or 264.2%, in the same period in 2025. The increment in outsourcing fees aligned with growth in our revenue from initial set up, installation and customization services.
Amortization of intangible assets
Our amortization of intangible assets mainly represents an amortization of our capitalized internal product development cost of financial trading solutions. We incurred a higher capitalization of internal product development cost of our trading solutions in the prior fiscal year. As a result, the amortization of capitalized intangible assets in the six months ended June 30, 2025 was higher than the same period in 2024.
Commission expense
Commission expense represents the fee we paid to business partners and our salespersons who brought new businesses. The commission was generally determined based on a certain percentage of revenue generated from customers referred by business partners and our salespersons. For the six months ended June 30, 2025, the number of new customers found by our business partner and salespersons was fewer than the same period in 2024.
Gross profit
Our total gross profit slightly increased by HK$0.07 million, or 1.33 %, from HK$5.3 million for the six months ended June 30, 2024 to HK$5.3 million for the six months ended June 30, 2025. The slight increase in our gross profit for the six months ended June 30, 2025 was primarily driven by the growth in our revenue, offset by a hike in employee compensation and benefits in the current period.
Operating expenses
Our operating expenses consisted of the following:
| For the six months ended June 30, | % of | |||||||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||||||||||||||
| Selling and marketing expenses | 918,731 | 3,206,886 | 408,526 | 2,288,155 | 249.1 | % | ||||||||||||||||||||||||||
| Research and development expenses | 109,231 | 20,911 | 2,664 | (88,320) | (80.9) | % | ||||||||||||||||||||||||||
| General and administrative expenses | 10,580,763 | 16,198,821 | 2,063,570 | 5,618,058 | 53.1 | % | ||||||||||||||||||||||||||
| Total operating expenses | 11,608,725 | 19,426,618 | 2,474,760 | 7,817,893 | 67.3 | % | ||||||||||||||||||||||||||
Our selling and marketing expenses mainly represent advertising, promotional and marketing expenses. Our selling and marketing expenses increased by HK$2.3 million, or 249.1%, from HK$0.9 million for the six months ended June 30, 2024 to HK$3.2 million for the six months ended June 30, 2025, due to the amortization of prepaid marketing fees paid to two consultants engaged in May 2024. These consultants were engaged to assist us in exploring new customers in Greater China and South East Asia and planning our business strategy, marketing and promotional activities.
Our research and development expense pertains to the project research stage and primarily consists of payroll and other personnel-related expenses of our software development team. Our research and development expenses decreased by HK$0.08 million, or 80.9%, from HK$0.1 million for the six months ended June 30, 2024 to HK$0.02 million (US$0.003 million) for the six months ended June 30, 2025 because more staff costs were incurred at the project development stage rather than the preliminary project research stage during the six months ended June 30, 2025.
Our general and administrative expenses include the depreciation expenses of property and equipment, employee compensation, insurance, legal and professional fees, office expenses, rent and utilities, travel, allowance for credit losses, and others. Our general and administrative expenses rose by HK$5.7 million, or 53.1%, from HK$10.6 million for the six months ended June 30, 2024 to HK$16.2 million (US$2.1 million) for the six months ended June 30, 2025, largely driven by an increase in compensation of directors, executives and employees as well as higher legal and professional fees recorded in general and administrative expenses. Our legal, printing, consultancy and listing fees were capitalized before
our initial public offering on April 24, 2024. Those fees were recorded in general and administrative expenses during the six months ended June 30, 2025.
Other (expenses) income
Our other (expenses) income consisted of the following:
| For the six months ended June 30, | % of | |||||||||||||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | variance | ||||||||||||||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||||||||||||||
| Other (expenses) income, net | (18,096) | 5,520 | 703 | 23,616 | (130.5) | % | ||||||||||||||||||||||||||
| Interest (expense) income, net | (99,354) | 157,295 | 20,038 | 256,649 | (258.3) | % | ||||||||||||||||||||||||||
| Other (expenses) income, net | (117,450) | 162,815 | 20,741 | 280,265 | (238.6) | % | ||||||||||||||||||||||||||
Other (expenses) income, net includes service income, foreign exchange transaction gain or loss, bank charges, penalty and other expenses or income. During the six months ended June 30, 2024 and 2025, we incurred a net amount of other expenses of HK$0.01 million and a net amount of other income of HK$0.006 million. During the six months ended June 30, 2024, we incurred a higher bank charge fee due to a higher transaction volume of international remittance for our legal and professional services related to our initial public offering and listing in the U.S. equity market.
Interest expense (income), net includes interest expenses on bank borrowings, offset by interest income we earned for the savings or time deposits in our bank accounts. Our interest expense, net was HK$0.09 million during the six months ended June 30, 2024, which consisted of interest expense of HK$0.18 million offset by interest income from our savings and time deposits of HK$0.08 million. On the other hand, we incurred net interest income of HK$0.16 million, which consisted of loan interest of HK$0.09 million and interest income of HK$0.25 million, during the six months ended June 30, 2025. Compared to the same period in 2024, our interest payments decreased, as the loan principal balances were reduced in the six months ended June 30, 2025.
Income tax benefit
We generated an income tax benefit of HK$0.2 million (US$0.03 million) during the six months ended June 30, 2025 contrary to income tax expense of HK$0.8 million in the same period in 2024. Our income tax benefit for the six months ended June 30, 2025 was lower by HK$0.6 million compared to the same period in 2024, as the net basis of the capitalized intangible assets decreased.
Net loss
As a result of our operations aforementioned, we reported a net loss of HK$5.5 million and HK$13.7 million (US$1.7 million) for the six months ended June 30, 2024 and 2025, respectively.
Other comprehensive loss
As a result of our operations aforementioned, we reported a net loss of HK$5.5 million and HK$13.7 million (US$1.7 million) for the six months ended June 30, 2024 and 2025, respectively.
Liquidity and capital resources
We financed our daily operations and business development through cash generated from the operations of the Operating Subsidiaries and bank borrowings. As of December 31, 2024 and June 30, 2025, its cash and restricted cash balance was HK$22.0 million and HK$15.2 million (US$1.9 million), respectively.
We believe that our current cash and loans from banks will be sufficient to meet our working capital needs in the next 12 months from the date of this filing. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing that involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
The following table sets forth a summary of our cash flows for the periods indicated:
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||
| Net cash used in operating activities | (17,704,981) | (2,631,704) | (335,252) | |||||||||||||||||
| Net cash used in investing activities | (3,721,789) | (1,869,318) | (238,133) | |||||||||||||||||
| Net cash provided by (used in) financing activities | 47,459,180 | (2,294,502) | (292,297) | |||||||||||||||||
| Effect of exchange rate changes on cash and restricted cash | 3,480 | 12,789 | 1,629 | |||||||||||||||||
| Net change in cash and restricted cash | 26,035,890 | (6,782,735) | (864,053) | |||||||||||||||||
| Cash and restricted cash at the beginning of period | 6,810,418 | 21,999,787 | 2,802,556 | |||||||||||||||||
| Cash and restricted cash at the end of period | 32,846,308 | 15,217,052 | 1,938,503 | |||||||||||||||||
Operating activities
Net cash used in operating activities, HK$17.7 million, for the six months ended June 30, 2024 was driven by the current period’s net loss of HK$5.5 million as adjusted for non-cash items and the change in operating activities. Adjustments for non-cash items principally comprised the following items: depreciation of property and equipment, HK$0.02 million, amortization of intangible assets, HK$2.4 million, amortization of right-of-use assets, HK$0.8 million, allowance for credit loss, HK$0.07 million, and deferred tax benefits, HK$0.9 million. Cash outflow from the change in operating activities included prepayments to our vendors, HK$18.1 million, deposit payment to the lessor, HK0.4 million, payments to service vendors, HK$1.4 million, income tax payments, HK$0.1 million, and office rent payments, HK$0.8 million. Our overall cash outflow was partially offset by customer collections, HK$1.3 million, and advance cash receipts from our customers, HK$4.9 million.
Net cash used in operating activities, HK$2.6 million (US$0.3 million), for the six months ended June 30, 2025 was driven by the current period’s net loss of HK$13.7 million (US$1.7 million) as adjusted for non-cash items and the change in operating activities. Adjustments for non-cash items principally comprised the following items: depreciation of property and equipment, HK$0.1 million (US$0.01 million), amortization of intangible assets, HK$3.1 million (US$0.4 million), amortization of right-of-use assets, HK$0.7 million (US$0.09 million), a reduction in allowance for credit loss, HK$0.002 million (US$0.0002 million), and an increase in deferred tax benefits, HK$0.2 million (US$0.03 million). Cash outflow from the change in operating activities included payments to service vendors, HK$1.3 million (US$0.2 million), deposit payment, HK$0.2 million (US$0.02 million), and operating lease payment for our office facility, HK$0.7 million (US$0.09 million). Our overall cash outflow was partially offset by customer collections, HK$0.8 million (US$0.1 million), a decrease in prepayments to our vendors, HK$5.2 million (US$0.6 million), and advance cash receipts from our customers, HK$3.6 million (US$0.5 million).
Investing activities
Net cash used in investing activities, HK$3.7 million, for the six months ended June 30, 2024, pertained to the purchase of computer equipment, HK$0.009 million, and costs incurred for software development, HK$3.7 million.
Net cash used in investing activities, HK$1.9 million (US$0.2 million), for the six months ended June 30, 2025, pertained to the purchase of computer equipment, HK$0.03 million (US$0.004 million), and costs incurred for software development, HK$1.8 million (US$0.2 million).
Financing activities
Net cash provided by financing activities, HK$47.5 million, for the six months ended June 30, 2024, was mainly driven by the proceeds from our initial public offering net of offering costs, HK$49.4 million (US$6.3 million), partially offset by repayment of bank borrowings of HK$1.9 million (US$0.3 million).
Net cash used by financing activities, HK$2.3 million (US$0.3 million), for the six months ended June 30, 2025, included the repayment of bank borrowings of HK$2.0 million (US$0.3 million) and the repayment to a related party of HK$0.3 million (US$0.04 million).
Off-balance sheet arrangements
We did not have, during the periods presented, nor do we currently have any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical accounting estimates
Our discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
Our critical accounting policies and practices include the following: (i) revenue recognition and (ii) intangible assets. For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements. You should read the following description of critical accounting estimates in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this filing.
Allowance for credit losses
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.
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 such payment are 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. 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.
Recently accounting pronouncements
See the discussion of the recent accounting pronouncements contained in “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements.