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January 26, 2023
Stephen Lam
Chief Executive Officer
mF International Limited
Unit 1801, Fortis Tower, 77-79 Gloucester Road,
Wan Chai, Hong Kong
Re:mF International Ltd
Draft Registration Statement on Form F-1
Submitted December 30, 2022
CIK No. 0001940941
Dear Stephen Lam:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted December 30, 2022
Cover Page
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of the operating subsidiaries. For example, disclose that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.

 FirstName LastNameStephen Lam
 Comapany NamemF International Limited
 January 26, 2023 Page 2
 FirstName LastName
Stephen Lam
mF International Limited
January 26, 2023
Page 2
2.Your disclosure that as a controlled company you may follow certain exemptions from
certain corporate governance requirements is inconsistent with disclosure elsewhere in the
filing where you state that you do not intend to follow these exemptions.  Please advise or
revise.
Prospectus Summary, page 1
3.Please quantify the percentage of your revenues that are derived from mainland China and
Hong Kong for the periods presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
33
4.Please include a discussion of trend information in accordance with guidance in Item 5D
of Form 20-F.
5.We note your disclosure that as of the date of this prospectus, m-FINANCE’s trading
platform is handling a monthly average transaction value of over US$100 billion. Please
tell us whether the company views the monthly average transaction value to be a key
performance metric. Also, tell us whether the company uses any other metrics to measure
performance and, if so, please revise to include a quantified discussion of such measures
and discuss any significant fluctuations. Refer to Item 303 of Regulation S-K and Section
III.B.1 of SEC Release No. 33-8350.
Results of Operations Comparison of six months ended June 30, 2021 and 2022, page 35
6.We note you attribute increases in subscriptions, hosting, support and maintenance
services, and liquidity services due to increases in customers and increases in demand.
You also attribute the decrease in initial set up, installation and customization services due
to decrease in demand.  Please revise to explain the underlying reasons for the increase
and/or decrease in customers and/or demand.  We refer to guidance in Item 5 of Form 20-
F.
Comparison of year ended December 31, 2020 with year ended December 31, 2021, page 40
7.On page 41 you state that you had a "one-off payment of HK$2,650,000 to a customer in
relation to a project for which an agreement could not be reached with the customer for
the final software specifications."  Tell us your accounting for that particular transaction
and why your payment would result in a reduction of revenue.  Also, explain what you
mean by software specifications.  We note you sell software as a service.

Liquidity and Capital Resources, page 44
8.We note your discussion of cash flows repeats line items in the statement of cash flows,
but does not provide investors with insight as to underlying reasons for the change.  Please
revise and expand your disclosure in accordance with guidance in Item 5 of Form 20-F.

 FirstName LastNameStephen Lam
 Comapany NamemF International Limited
 January 26, 2023 Page 3
 FirstName LastName
Stephen Lam
mF International Limited
January 26, 2023
Page 3
Critical Accounting Policies and Management Estimates, page 48
9.Please revise your critical accounting policies and management estimates to supplement,
not duplicate, the description of accounting policies in the notes to the financial statements
in accordance with guidance in Item 5E of Form 20-F.
Revenue recognition, page 50
10.Since you sell software as a service and an end user of the software does not take
possession of the software, it is not clear to us what services are provided for initial set up,
installation and customization services.  Please explain.
Business
Clients, page 60
11.Please disclose the number of clients for each period presented. Revise your disclosure, as
appropriate, to provide the material terms of your agreements with key clients upon which
you are dependent, including whether you have written agreements with these parties.
Refer to Item 4.B.6 of Form 20-F.
2022 Equity Incentive Plan, page 78
12.We note you intend to adopt a 2022 Stock Option Plan.  Please provide us a breakdown, in
chronological order, of the details of all stock-based compensation awards granted during
2022 and through the current date, including the fair value of the underlying stock used to
value such awards. To the extent there were any significant fluctuations in the fair values,
please describe for us the factors that contributed to such fluctuations, including any
intervening events within the company or changes in your valuation assumptions or
methodology.  Please continue to update this analysis through effectiveness of the
registration statement.
Taxation, page 90
13.Please revise to state that the disclosure in the tax section of the prospectus is the opinion
of the counsel with respect to British Virgin Islands tax matters.  For guidance, refer to
Section III.B.2 of Staff Legal Bulletin No. 19.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Investment at fair value, page F-9
14.Please clarify your disclosure to state what is included in "Investment at fair value."  It is
unclear what you mean by short-term foreign exchange investments.  Tell us the
accounting literature used to account for these transactions.

 FirstName LastNameStephen Lam
 Comapany NamemF International Limited
 January 26, 2023 Page 4
 FirstName LastName
Stephen Lam
mF International Limited
January 26, 2023
Page 4
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li