SecProbe.io

September 20, 2024
Ka Chun Lam
Chief Executive Officer
MasterBeef Group
Unit 1509-10, Tower 1, Ever Gain Plaza
88 Container Port Road
Kwai Chung, New Territories, Hong Kong
Re:MasterBeef Group
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 22, 2024
CIK No. 0002027265
Dear Ka Chun Lam:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 31, 2024 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
Cover Page
We note your response to comment 4 and reissue. Please amend your disclosure here and
in the summary risk factors and Risk Factors to state that, to the extent cash or assets in
the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be
available to fund operations or for other use outside of Hong Kong due to interventions in
or the imposition of restrictions and limitations on the ability of you and your subsidiaries
by the PRC government to transfer cash or assets. On the cover page, provide cross-
references to these other discussions. In this regard, we note your current disclosure does
not currently address potential interventions in or the impositions of restrictions and 1.

September 20, 2024
Page 2
limitations on the ability of you and your subsidiaries by the PRC government  to transfer
cash or assets.
Prospectus Summary
Risks and Challenges, page 6
2.We note your response to comment 8 and reissue. In your summary of risk factors,
disclose the risks that your corporate structure and being based in or having the majority
of the company’s operations in Hong Kong poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Please note that each summary risk
factor should have a cross-reference to the relevant individual detailed risk factor.
Additionally, please remove language stating or implying that you are not a China-based
issuer. In this regard, we note that while you primarily operate in Hong Kong, the risks
applicable to entities operating in China could have ramifications on your business if it
were to become subject to PRC laws/authorities. Please revise your summary of risk
factors and "Risk Factors" sections accordingly.
Implications of Being a "Controlled Company", page 12
3.We note your revised disclosure in response to comment 9, which focuses on whether you
intend to rely upon home country requirements. Please further revise your disclosure
regarding your eligibility for certain exemptions from the corporate governance
requirements of the Nasdaq Capital Market listing rules as a controlled company to
clearly indicate whether you intend to rely on exemptions available to controlled
companies and specify what those exemptions cover.
Transfers of Cash to and From Our Subsidiaries, page 13
4.We note your revised disclosure in response to comment 10. Please further revise to
disclose any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. The disclosure here should not be qualified
by materiality. In this regard, we note you state that "[t]he PRC laws and regulations do
not currently have any material impact on transfer of cash..."

September 20, 2024
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Permissions Required from Hong Kong and PRC Authorities, page 15
5.We note your response to comment 11. Please revise your disclosure throughout the
registration statement to clearly indicate which statements regarding permissions required
and PRC government oversight are the opinions of counsel.
Risk Factors
Risks Related to Doing Business in Hong Kong
We may become subject to a variety of PRC laws and other regulations..., page 31
6.Given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise." We do not believe that your current disclosure referencing the
PRC government's intent to strengthen its regulatory oversight conveys the specific risk
disclosure sought by the Sample Letters to China-Based Companies.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
7.We note your response to comment 23 and reissue. Please clarify and quantify any
material unused sources of liquidity, consistent with Item 5.B.1. of Form 20-F. In this
regard, we note your reference to meeting your working capital and other liquidity
requirements "primarily through cash generated from operating activities and other
available sources of financing from banks and other financial institutions."
Unaudited Pro Forma Condensed Consolidated Statement of Operations, page 60
8.Please address the following:
•Revise to present historical and pro forma basic and diluted per share amounts and the
number of shares used to calculate such per share amounts. Refer to Rule 11-02(9)(i)
of Regulation S-X.
•Revise Note (2) for the pro forma income statement as the note explanation does not
appear to be accurate.
•Revise to present your pro forma balance sheet line items in the same order/manner as
the the historical balance sheets.
•Tell us why you are adding certain line item balances of the disposed group rather
than subtracting them from the historical balance sheet column (e.g. cash, amount due
from related companies, amount due to related parties, etc.), or revise.
•To the extent one pro forma adjustment amount represents multiple
transactions/assumptions, revise the related note explanations to show the individual
amount for each transaction/assumption.

September 20, 2024
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Regulations, page 88
9.We note your response to comment 26 and partially reissue. Please revise your disclosure
to clearly state whether you are in compliance with all applicable laws and regulations,
including whether you have received all applicable licenses. Please also update your
related risk factor on page 21 accordingly.
Notes to the Consolidated Financial Statements
20. Share Capital, page F-45
10.We note your response and related revision to prior comment 35. Please revise to
disclose the rights, preferences, and restrictions attached to your ordinary shares. Refer to
IAS 1, paragraph 79(a)(v).
Resale Prospectus Alternate Page, page Alt-1
11.We note your amended disclosure in response to comment 39. Please revise to disclose
the nature of any position, office, or other material relationship which the Resale
Shareholders have had within the past three years with the registrant or any of its
predecessors or affiliates. In addition, please disclose addresses of the natural persons
controlling each of the Resale Shareholders. Refer to Item 9.D of Form 20-F. In this
regard, we note that a number of the beneficial owners of Galaxy Shine Company Limited
and Thrivors Holdings Limited are also founders of the group.
12.We note your response to comment 40. Please provide additional detail regarding the
nature of the transfers to Siu Cheung Yeung, Wah Chau Yau, and Lai Yee Joyce Chang in
June 2024. If applicable, please disclose the price that each Resale Shareholder paid for
the shares being registered for resale. Also explain how the Resale Shareholders were
selected to participate in this resale offering.
32. Related Party Transactions, page F-56
13.We note your response to prior comment 37. Please revise to disclose the name of the
parent, and the ultimate parent (or controlling party) of your company. Refer to IAS 24,
paragraph 13.
General
14.We note your revised disclosure in response to comment 2. Please amend your
disclosure so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations, and refrain from
using terms such as "we" or "our" when describing activities, functions, or employees of
your subsidiaries. In this regard, we note your use of "we" and "our" to discuss, among
others, revenues and risks to the business.
15.We note your response to comment 41. Please confirm you will provide us with
supplemental 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, have presented or
expect to present to potential investors in reliance on Section 5(d) of the Securities Act.

September 20, 2024
Page 5
            Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services