SecProbe.io

October 8, 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. 2 to Draft Registration Statement on Form F-1
Submitted September 30, 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 September 20, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Risks Related to Doing Business in Hong Kong
The PRC government may intervene or influence our operations at any time..., page 27
1.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. We note this risk factor
contemplates potential PRC intervention or influence over "Hong Kong-based
issuers." Please revise.

October 8, 2024
Page 2
Regulations, page 88
2.We note your response to comment 9 and reissue. Please revise your disclosure to
clearly state whether you, the registrant, 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. In this regard, we note
your disclosure regarding the licensing and compliance of your Hong Kong Operating
Subsidiaries.
Resale Prospectus Alternate Page, page Alt-1
3.We note your response to comment 12. Please further expand your disclosure to
clearly state the price that each Resale Shareholder paid for the shares being registered
for resale. In this regard, we note your amended disclosure appears to state total
consideration for the transfers was $1,920,000.
4.Revise to ensure that your resale prospectus cover page conveys the same information
about the risks of investing in a Hong Kong business as your firm commitment
offering cover page.
            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
cc:David Stefanski