mF International Ltd 6-K, filed Apr 25, 2024
mF International Ltd (MFI)
About this 6-K
mF International Ltd filed this 6-K on April 25, 2024.
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 April 2024
Commission File Number: 001-42027
mF INTERNATIONAL LIMITED
Unit 1801, Fortis Tower, 77-79 Gloucester Road,
Wan Chai, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Pricing and Closing of Initial Public Offering
On April 24, 2024, mF International Limited (the “Company”) closed its initial public offering (“IPO”) of 1,666,667 ordinary shares, no par value per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-274158), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 22, 2023, as amended, and declared effective by the SEC on March 29, 2024, and a registration statement on Form F-1 filed pursuant to Rule 462(b) (File No. 333-278826), which increased the number of registered shares from 1,794,000 to 1,916,667 and became effective upon filing with the SEC on April 19, 2024. The Ordinary Shares were priced at $4.50 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Global Market and commenced trading under the ticker symbol “MFI” on April 22, 2024.
In connection with the IPO, the Company issued a press release on April 19, 2024, announcing the pricing of the IPO, and a press release on April 24, 2024, announcing the closing of the IPO, respectively. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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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: April 24, 2024 | By: | /s/ Chi Weng Tam |
| Name: | Chi Weng Tam | |
| Title: | Chief Executive Officer and Executive Director | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release on Pricing of the Company’s Initial Public Offering | |
| 99.2 | Press Release on Closing of the Company’s Initial Public Offering |
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Exhibit 99.1
mF International Limited Announces Pricing of Initial Public Offering
Hong Kong, April 19, 2024 — mF International Limited (the “Company” or “mF International”), a Hong Kong-based experienced financial trading solution provider, today announced the pricing of its initial public offering (the “Offering”) of 1,666,667 ordinary shares at a public offering price of $4.5 per ordinary share. The ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on April 22, 2024 under the ticker symbol “MFI.”
The Company expects to receive aggregate gross proceeds of $7,500,001.5 from the Offering, before deducting underwriting discounts and other related expenses. The Offering is expected to close on or about April 24, 2024, subject to the satisfaction of customary closing conditions. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 250,000 ordinary shares at the public offering price, less underwriting discounts.
Proceeds from the Offering will be used for expanding service capacity and general working capital.
The Offering is being conducted on a firm commitment basis. Joseph Stone Capital, LLC is acting as the underwriter for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. counsel to Joseph Stone Capital, LLC in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-274158), as amended, and was declared effective by the SEC on March 29, 2024, and a registration statement filed pursuant to Rule 462(b) (File No. 333-278826), which increased the number of registered shares from 1,794,000 to 1,916,667, became effective upon filing with the SEC. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from Joseph Stone Capital, LLC, 29 Broadway, #1800, New York, New York, 10006, or by email at corporatefinance@josephstonecapital.com, or by calling 888-302-5548. In addition, copies of the final prospectus relating to the Offering, when available, may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About mF International Limited
mF International Limited is a British Virgin Islands holding company with three operating subsidiaries in Hong Kong. The Company’s principal Hong Kong subsidiary, m-FINANCE Limited (“mF” or m-FINANCE), is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions via internet or platform as software as a service, or SaaS. m-FINANCE has approximately 20 years of experience 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 in the region. With clients located over mainland China, Hong Kong and Southeast Asia, m-FINANCE provides customers with the mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Apps and other value-added services. The Company’s goal is to increase the market share and grow the business by expanding the customer base and service capacity. For more information, please visit the Company’s website: https://ir.m-finance.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, please contact:
mF International Limited
Investor Relations Department
Email: ir@m-finance.net
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
mF International Limited Announces Closing of Initial Public Offering
Hong Kong, April 24, 2024 — mF International Limited (the “Company” or “mF International”) (Nasdaq: MFI), a Hong Kong-based experienced financial trading solution provider, today announced the closing of its initial public offering (the “Offering”) of 1,666,667 ordinary shares at a public offering price of $4.50 per ordinary share. The ordinary shares began trading on the Nasdaq Capital Market on April 22, 2024 under the ticker symbol “MFI.”
The Company received aggregate gross proceeds of $7,500,001.5 from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 250,000 ordinary shares at the public offering price, less underwriting discounts.
Proceeds from the Offering will be used for expanding service capacity and general working capital.
The Offering was conducted on a firm commitment basis. Joseph Stone Capital, LLC acted as the underwriter for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. securities counsel to the Company, and Pryor Cashman LLP acted as U.S. counsel to Joseph Stone Capital, LLC in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) (File Number: 333-274158), as amended, and was declared effective by the SEC on March 29, 2024, and a registration statement filed pursuant to Rule 462(b) (File No. 333-278826), which increased the number of registered shares from 1,794,000 to 1,916,667, became effective upon filing with the SEC. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Joseph Stone Capital, LLC, 29 Broadway, #1800, New York, New York, 10006, or by email at corporatefinance@josephstonecapital.com, or by calling 888-302-5548. In addition, copies of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About mF International Limited
mF International Limited is a British Virgin Islands holding company with three operating subsidiaries in Hong Kong. The Company’s principal Hong Kong subsidiary, m-FINANCE Limited (“mF” or m-FINANCE), is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions via internet or platform as software as a service, or SaaS. m-FINANCE has approximately 20 years of experience 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 in the region. With clients located over mainland China, Hong Kong and Southeast Asia, m-FINANCE provides customers with the mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Apps and other value-added services. For more information, please visit the Company’s website: https://ir.m-finance.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, please contact:
mF International Limited
Investor Relations Department
Email: ir@m-finance.net
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com