SCHEDULE 13D/A: Major Shareholder Completes Acquisition of mF International's Class B Shares

Fire Lucky Investment Co., Ltd. and Dawei Yuan have completed the acquisition of all outstanding Class B Ordinary Shares of mF International Limited for US$7.8 million, establishing 100% beneficial ownership of this class.

Summary

• This filing is Amendment No. 1 to the Schedule 13D, jointly filed by Fire Lucky Investment Co., Ltd. and Dawei Yuan.
• The closing under the Share Purchase Agreement took place on June 25, 2025, resulting in the transfer of Seller Shares to Fire Lucky.
• Fire Lucky Investment Co., Ltd. now directly beneficially owns 9,046,892 Class B Ordinary Shares.
• This ownership represents 100% of mF International Limited's outstanding Class B Shares.
• The acquired Class B Shares constitute approximately 68.3% of mF International Limited's total outstanding Ordinary Shares.
• Dawei Yuan, as the sole director, officer, and shareholder of Fire Lucky, indirectly beneficially owns all Class B Shares held by Fire Lucky.
• The aggregate purchase price for the 9,046,892 Class B Shares was US$7,800,000 in cash, equating to approximately US$0.8622 per share.
• The percentage ownership calculations are based on 4,204,775 Class A Shares and 9,046,892 Class B Shares outstanding as of April 23, 2025, as reported in the Issuer's Form 20-F.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant share acquisition, providing clarity on the ownership structure. It is a factual update on an expected event, with no negative implications disclosed.

Positives

• The completion of the share purchase agreement provides clarity and finality regarding the ownership structure of mF International Limited's Class B shares.
• A significant block of shares (100% of Class B, 68.3% of total ordinary shares) is now under unified control, which could potentially streamline future strategic decision-making.

Negatives

• No explicit negative financial or operational impacts are disclosed in this filing.

Risks

• No specific new risks are identified in this amendment; the filing primarily reports the completion of a share transfer.

Future Outlook

This filing is a factual report on a completed transaction and does not contain forward-looking statements or guidance regarding future operations or financial performance.

Management Comments

• No specific management comments or quotes from mF International Limited are provided in this transactional filing.

Industry Context

This filing details a change in beneficial ownership for a specific company and does not provide information to analyze broader industry trends or competitive landscape.

Comparison to Industry Standards

• This filing is a specific transactional update and does not contain information for comparison to global benchmarks, comparable companies, or projects.

Management Changes

Corporate Governance

Legal Proceedings

• No litigation or regulatory matters are disclosed in this filing.

Related Party Transactions

• No new related party dealings of the Issuer are disclosed beyond the share acquisition by the reporting persons.

Stakeholder Impact

• Shareholders of mF International Limited will experience a significant change in beneficial ownership and control, particularly for Class B shares, which are now 100% owned by Fire Lucky Investment Co., Ltd. and indirectly by Dawei Yuan. This could lead to potential shifts in strategic direction or corporate governance, though no immediate operational impacts on employees, customers, suppliers, or creditors are detailed in this filing.

Next Steps

• No specific future actions or milestones for the Issuer are mentioned in this filing beyond the completion of the share transfer.

Key Dates

Keywords

Schedule 13D, Share Acquisition, Beneficial Ownership, Class B Shares, mF International Limited, Fire Lucky Investment Co. Ltd., Dawei Yuan, SEC Filing, Corporate Control, Share Purchase Agreement