F-1/A: mF International Limited Plans $21.7 Million Share Offering for Expansion

mF International Limited aims to raise capital through a share offering to expand its service capacity and for general working capital.

Summary

• mF International Limited, a British Virgin Islands-based holding company, is planning a share offering.
• The offering includes 1,781,108 Ordinary Shares, with 1,560,000 being offered by the company and 221,108 by a selling shareholder.
• Additionally, 2,317,000 Ordinary Shares are registered for potential resale by other selling shareholders.
• The company intends to use the net proceeds for expanding service capacity and working capital.
• The initial public offering price is expected to be between $4 and $5 per share.
• Following the offering, Gaderway Investments Limited will continue to hold a majority of the voting power.
• The company plans to list its Ordinary Shares on the NASDAQ Capital Market under the symbol 'MFI'.
• Joseph Stone Capital, LLC is acting as the underwriter for the offering.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The planned capital raise and expansion plans are positive, but the risks associated with the company's structure and the regulatory environment in Hong Kong temper the overall sentiment.

Positives

• The company intends to use the proceeds for expanding service capacity, which could lead to future growth.
• Listing on the NASDAQ Capital Market could increase the company's visibility and access to capital.

Negatives

• Gaderway Investments Limited will continue to own more than a majority of the voting power of our outstanding Ordinary Shares, which could lead to a conflict of interest.
• The company is an emerging growth company and may take advantage of certain exemptions from disclosure requirements, which could make it more difficult to compare its performance with other public companies.

Risks

• Investing in the company's Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.
• The company is a BVI holding company with three Operating Subsidiaries based in Hong Kong and is subject to risks and uncertainties related to this corporate structure.
• The PRC government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Ordinary Shares.
• Our Ordinary Shares may be prohibited from being traded on a national exchange under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years, beginning in 2022, and, as a result, an exchange may determine to delist our securities.

Future Outlook

The company intends to increase its market share and grow its business by expanding its customer base and service capacity.

Management Comments

• The Managing Director, CEO and senior management team are adaptable to challenges and changing economic environment.
• During the course of business, we believe that our managements vision and entrepreneurial spirit, an integral part to building the brand and developing business of our Operating Subsidiaries, have played a crucial role in shaping m-FINANCEs industry recognition, market reputation and business success.

Industry Context

The financial technology industry in Hong Kong and Asia is competitive and fragmented, with increasing participation from both local and international companies.

Related Party Transactions

• The document discloses several related party transactions, including amounts due from and to related parties, outsourcing fees, subscription fees, and sales commissions.

Stakeholder Impact

• Shareholders may experience dilution as a result of the share offering.
• The company's expansion plans could benefit employees through increased job opportunities.
• Customers may benefit from the company's expanded service capacity and improved offerings.

Next Steps

• The company plans to list its Ordinary Shares on the NASDAQ Capital Market.
• The company intends to use the proceeds from this Offering for expanding service capacity and working capital.

Key Dates

Keywords

Ordinary Shares, Initial Public Offering, mF International Limited, Gaderway Investments Limited, NASDAQ, Joseph Stone Capital, Share Offering, Financial Services, Hong Kong, BVI