SecProbe.io

November 19, 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
Registration Statement on Form F-1
Filed November 12, 2024
File No. 333-283142
Dear Ka Chun Lam:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 44
1.You currently have a pro forma basis column for certain reorganization transactions
which appear to be reflected in the balance sheet as of June 30, 2024. Please revise to
eliminate this pro forma basis column, or tell us why this presentation is appropriate.

November 19, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 49
2.Where you discuss your profit for the six months ended June 30, 2024, acknowledge
that it was due to a one-time gain on the sale of certain of your subsidiaries. Also,
disclose that because such disposal occurred in May, you expect your revenues and
profit will reflect a decline for the period ended December 31, 2024, given that you
disposed of the brands that saw an increase in revenue for the six month period ended
June 30, 2024, if true.
Comparison of the Six Months Ended June 30, 2024 and 2023
Other Income and Gains, page 51
3.You partially attribute the increase in other income and gains to the increase in
income generated from suppliers’ rebate. Please tell us how this presentation is
consistent with paragraph 11 of IAS 2 which states rebates should be deducted in
determining the costs of purchase of inventories, or revise.
Raw Materials and Consumables Used, page 51
4.You disclose that the increase in raw materials and consumables used costs as a
percentage of revenue was primarily driven by the decrease in catering income. Please
revise to disclose the underlying reasons, factors, and/or trends behind the change in
the relationship between costs and revenues rather than a mathematical rationale.
Make a similar change for your staff cost as a percentage of revenue fluctuation
explanation on page 52.
Unaudited Interim Condensed Consolidated Statement of Profit or Loss for the Six-Month
Ended June 30, 2024 and 2023, page F-2
5.You present separately impairment of property, plant and equipment and impairment
of right-of-use assets for the six-month ended June 30, 2023 which relate to certain
Chubby Bento restaurant outlets which were subsequently disposed. Please revise
your interim income statement presentation to be consistent with the consolidated
statements of profit and loss for the years ended December 31, 2023 and
2022 (i.e. impairment loss in respect of assets held for sale) in accordance with
paragraph 45 of IAS 1. Make corresponding changes throughout the filing. Revise to
disclose relevant information regarding impairment loss in respect of assets held for
sale balance for the six-month ended June 30, 2023 in the notes to the interim
financial statements in accordance with paragraph 112(c) of IAS 1.

November 19, 2024
Page 3
Unaudited Interim Condensed Consolidated Statement of Cash Flows for the Six-Month
Ended June 30, 2024 and 2023, page F-7
6.Please tell us your consideration of presenting the line item "bank balances and cash
transfer to assets classified as held for sale" for the interim period ended June 30,
2023 in accordance with paragraph 10 of IAS 34, or revise.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Six-Month Ended June 30, 2024 and 2023
5. Other Expenses, page F-13
7.You disclose that administrative expenses include freight charges. Please tell us
freight charges amounts for all periods presented and whether these freight charges
relate to transport, handling, and other costs directly attributable to the acquisition of
finished goods, and materials, or other costs incurred in bringing the inventories to
their present location and condition. If so, tell us how this presentation is consistent
with paragraphs 10 and 11 of IAS 2, or revise.
13. Share Capital, page F-19
8.Please address the following:
•Given the reorganization transactions, revise to disclose that your ordinary shares
are now denominated in US dollar and at $0.0005 per share.
•Given multiple transactions during the interim period, revise to provide a
reconciliation of the number of shares outstanding at the beginning and at the end
of the period for the periods presented.
•Revise to provide additional relevant information regarding all issuances and
repurchases of your share capital, including amount paid/received,
counterparties to issuances/repurchases, whether the counterparty is a related
party, whether any the transactions were considered as compensation expenses or
capital contributions, etc.
18. Related Party Transactions, page F-22
9.Please revise to disclose the terms and conditions of related party transactions
outstanding balances (i.e. amounts due to directors and amounts due to a related
company) in accordance with paragraph 18(b)(i) of IAS 24.
Resale Prospectus Alternate Page, page Alt-1
10.Please expand the disclosure in your resale prospectus to clearly state the price that
each Resale Shareholder paid for the shares being registered for resale.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

November 19, 2024
Page 4
statement.

            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