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Correspondence 0001493152-23-033219 from mF International Ltd (MFI) (CIK 0001940941) (MFI)

mF International Ltd (MFI) (CIK 0001940941)
Date: Sept. 20, 2023 · CIK: 0001940941 · Accession: 0001493152-23-033219

AI Filing Summary & Sentiment

File numbers found in text: 333-274158

Referenced dates: September 19, 2023

Date
Sept. 20, 2023
Author
Stephen Lam
Form
CORRESP
Company
mF International Ltd (MFI) (CIK 0001940941)

Letter

mF International Limited

September 20, 2023

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

F Street, NE

Washington, D.C., 20549

Attention:

Inessa Kessman

Joseph Cascarano

Alexandra Barone

Jeff Kauten

Re: mF International Limited

Amendment No. 1 to Registration Statement on Form F-1

Filed September 18, 2023

File No. 333-274158

Ladies and Gentlemen:

This letter is in response to the letter dated September 19, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to mF International Limited (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comment in this response and numbered it accordingly. An amendment to the Registration Statement on Form F-1 (“Amendment No. 2”) is being filed to accompany this letter.

Amendment No. 1 to Form F-1 filed September 18, 2023

Capitalization, page 31

1. Please include long-term debt in your capitalization table in accordance with Item 3.B of Form 20-F.

Response: In response to the Staff’s comment, we have updated our disclosure on page 31 of Amendment No.2 to include long-term debt in the capitalization table.

We appreciate the assistance the Staff has provided with its comment. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,
/s/
Stephen Lam

Show Raw Text
CORRESP
1
filename1.htm

mF
International Limited

September
20, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Inessa Kessman

    Joseph
    Cascarano

    Alexandra
    Barone

    Jeff
    Kauten

    Re:
    mF International Limited

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    September 18, 2023

    File
    No. 333-274158

Ladies
and Gentlemen:

This
letter is in response to the letter dated September 19, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to mF International Limited (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comment in this response and numbered it accordingly. An amendment to the
Registration Statement on Form F-1 (“Amendment No. 2”) is being filed to accompany this letter.

Amendment
No. 1 to Form F-1 filed September 18, 2023

Capitalization,
page 31

1.
Please include long-term debt in your capitalization table in accordance with Item 3.B of Form 20-F.

Response:
In response to the Staff’s comment, we have updated our disclosure on page 31 of Amendment No.2 to include long-term debt in the
capitalization table.

We
appreciate the assistance the Staff has provided with its comment. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Stephen Lam

    Name:
    Stephen Lam

    Title:
    Chairman and Executive Director

    cc:
    Ying Li, Esq.

    Hunter
    Taubman Fischer & Li LLC