SEC Comment Letter 0000000000-23-009527 to mF International Ltd (MFI) (CIK 0001940941) (MFI)
mF International Ltd (MFI) (CIK 0001940941)
Date: Aug. 29, 2023 · CIK: 0001940941 · Accession: 0000000000-23-009527
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File numbers found in text: 333-274158
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United States securities and exchange commission logo
August 29, 2023
Stephen Lam
Chief Executive Officer
mF International Limited
Unit 1801, Fortis Tower, 77-79 Gloucester Road,
Wan Chai, Hong Kong
Re:mF International Limited
Registration Statement on Form F-1
Filed August 22, 2023
File No. 333-274158
Dear Stephen Lam:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form F-1 filed August 22, 2023
2022 Equity Incentive Plan, page 69
1.Please confirm to us and disclose that you have not adopted any equity incentive plans or
issued any stock-based compensation to date. If you have issued stock-based
compensation 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.
FirstName LastNameStephen Lam
Comapany NamemF International Limited
August 29, 2023 Page 2
FirstName LastName
Stephen Lam
mF International Limited
August 29, 2023
Page 2
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