SecProbe.io

CORRESP
 1
 filename1.htm

 MASTERBEEF
GROUP

 Unit
1509-10, Tower 1, Ever Gain Plaza

 88
Container Port Road

 Kwai
Chung, New Territories, Hong Kong

 March
27, 2025

 VIA
EDGAR

 Assistant
Director

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Alyssa Wall

 Re:
 Masterbeef Group

 (SEC File No. 333-283142)

 Dear
Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Masterbeef Group (the "Registrant") hereby requests that Pre-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form F-1 (SEC File No. 333-283142), filed with the Commission on
March 27, 2025, become effective at 4:30 pm (Eastern Time) on March 31, 2025, or as soon thereafter as possible.

 The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please
note that this letter will be filed with the Commission via EDGAR. In light of the time difference between Washington D.C. and Singapore,
if you have any questions or concerns, please contact David Stefanski, Esq. at (303) 717-0744.

 Masterbeef Group

 By:
 /s/
 Ka Chun Lam

 Name:
 Ka Chun
Lam

 Title:
 Chief Executive Officer

 c:
 Henry F. Schlueter

 David Stefanski

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 March
27, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, NE

 Washington,
D.C. 20549

 Attn:
 Alyssa
 Wall
 Mara
 Ransom
 Stephen
 Kim
 Lyn
 Shenk

 Re:
 MasterBeef
 Group

 Registration
 Statement on Form F-1, as amended (File No. 333-283142)

 Request
 For Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), Dominari Securities LLC, acting as representative of the underwriters, hereby joins MasterBeef
Group in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 4:30 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated
January 22, 2025, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that it has complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

 Very
truly yours,

 Dominari
Securities LLC

 By:
 /s/Eric
 Newman

 Name:
 Eric
 Newman

 Title:
 Head
 of Investment Banking

January 30, 2025
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. 3 to Registration Statement on Form F-1
Filed January 22, 2025
File No. 333-283142
Dear Ka Chun Lam:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 19, 2024
letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed January 22, 2025
General
1.We note your filing includes audited financial statements that are older than 12
months. Since it appears this represents an IPO for your common shares, please
update your financial statements pursuant to Item 8.A.4 of Form 20-F, or provide the
appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.

January 30, 2025
Page 2
            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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

VIA
EDGAR

November
27, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Alyssa Wall

    Re:

    MasterBeef
                                            Group

    Registration
    Statement on Form F-1

    Filed
    November 12, 2024

    File
    No. 333-283142

Dear
Ms. Wall,

Please
accept this letter as the response of MasterBeef Group (the “Registrant” or “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with
respect to the Registration Statement on Form F-1 filed with the Commission on November 12, 2024 (the “Registration Statement”).
The Company is concurrently filing Amendment No. 1 to the Registration Statement (the “Amendment to Registration Statement”),
which includes amendments in response to the Staff’s comments on the Registration Statement.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Registrant’s response.

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.

Response:
The Registrant has revised its disclosure on page 44 of the Amendment to Registration Statement in response to this comment.

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.

Response:
The Registrant has included additional disclosure on page 49 of the Amendment to Registration Statement in response to this comment.
The Registrant submits that due to the underperformance of the disposed brands in terms of their contribution to the Registrant’s
profit, the disposal occurred in May 2024 does not necessarily lead to a decline in the Registrant’s profit for the year ending
December 31, 2024.

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.

Response:
The Registrant has revised its disclosure on page 51 of the Amendment to Registration Statement in response to this comment.

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.

    Response:
    The Registrant has revised its disclosures on pages 51 and 52 of the Amendment to Registration Statement in response to this comment.

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.

    Response:
    As disclosed in Note 10 to the Unaudited Interim Condensed Consolidated Financial Statements on page F-15 of the Amendment to Registration
    Statement, the Registrant’s management only formed its intention and plan to sell the Disposed Group on December 15, 2023 and
    it was expected that the Disposed Group would be sold within twelve months therefrom. Thus, the sale of the Disposed Group was not
    highly probable as at June 30, 2023 in accordance with IFRS 5 paragraph 7. The impairment of property, plant and equipment and impairment
    of right-of-use assets in relation to certain underperforming Chubby Bento restaurant outlets for the six-month ended June 30, 2023
    was therefore not classified as “impairment loss in respect of assets held for sale” in the Unaudited Interim Condensed
    Consolidated Statement of Profit or Loss for the Six-Month Ended June 30, 2024 and 2023 and no change in the presentation is required.

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.

    Response:
    As explained in the Registrant’s response to Comment No. 5 above, the sale of the Disposed Group was not highly probable as
    at June 30, 2023 in accordance with IFRS 5 paragraph 7. Therefore, the statement of cash flows for the interim period ended June
    30, 2023 does not contain a line item named “bank balances and cash transfer to assets classified as held for sale”.

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.

    Response:
    The freight charges directly attributable to the procurement of food and beverages from the suppliers to the Group’s central
    warehouse or restaurant outlets in Hong Kong were borne by the suppliers. The freight charges presented in the administrative expenses
    merely represent the local transportation costs of food and beverages, mainly frozen food ingredients, from the Group’s central
    warehouse to the Group’s restaurant outlets within Hong Kong. These charges are not considered as part of the purchase costs
    incurred in bringing the inventories to their present location. Therefore, according to IAS 2 paragraph 10, such freight charges
    are not included in the raw materials and consumables used. Additionally, for the six-month ended June 30, 2024, the Group’s
    freight charges amounted to HK$2,139,932 (for the six-month ended June 30, 2023: HK$1,950,340), which only accounts for 2.8% (for
    the six-month ended June 30, 2023: 2.5%) of the raw materials and consumables used. The Registrant’s management considered
    that this amount is relatively immaterial.

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.

    Response:
    The Registrant has revised its disclosure on page F-19 of the Amendment to Registration Statement in response to this comment.

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.

    Response:
    The Registrant has included additional disclosure on page F-19 of the Amendment to Registration Statement in response to this comment.

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.

    Response:
    The Registrant has revised its disclosure on page Alt-5 of the Amendment to Registration Statement in response to this comment.

The
Company respectfully requests the Staff’s assistance in completing its review of the Amendment to Registration Statement as soon
as possible. If you have any questions regarding the foregoing or desire further information or clarification, please do not hesitate
to contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    MasterBeef
    Group

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

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

VIA
EDGAR

November
12, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Alyssa Wall

    Re:

    MasterBeef
                                            Group

    Amendment
    No. 2 to Draft Registration Statement on Form F-1

    Submitted
    September 30, 2024

    CIK
    No. 0002027265

Dear
Ms. Wall,

Please
accept this letter as the response of MasterBeef Group (the “Registrant” or “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with
respect to Amendment No. 2 to Draft Registration Statement on Form F-1 confidentially submitted with the Commission on September 30,
2024 (the “Draft Registration Statement”). The Company is concurrently live filing the Registration Statement (the
“Registration Statement”), which includes amendments in response to the Staff’s comments on the Draft Registration
Statement.

For
your convenience, the Staff’s comments have been reproduced below, followed by the Registrant’s response.

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.

Response:
The Registrant has revised its disclosure on page 27 of the Registration Statement in response to this comment.

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.

Response:
The Registrant has revised its disclosure on pages 21 and 88 of the Registration Statement in response to this comment. The Registrant
is a holding company incorporated in the Cayman Islands, and it conducts operations through its Hong Kong Operating Subsidiaries. As
a holding company with no material operations of its own, the Registrant is not required to hold any licenses and is in compliance with
all applicable laws and regulations.

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.

Response:
The Registrant has revised its disclosure on page 114 of the Registration Statement in response to this comment.

    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.

    Response:
    The Registrant has revised its resale prospectus cover page of the Registration Statement in response to this comment.

Please
note that the Company has included its historical financial information for the six months ended June 30, 2024 and as at June 30, 2024
in the Registration Statement. The Company respectfully requests the Staff’s assistance in completing its review of the Registration
Statement as soon as possible. If you have any questions regarding the foregoing or desire further information or clarification, please
do not hesitate to contact the undersigned at (303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/ Henry
    F. Schlueter

    Henry
    F. Schlueter

    C:

    MasterBeef
    Group

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

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
Page 3
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
Page 4
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

July 31, 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
Draft Registration Statement on Form F-1
Submitted July 3, 2024
CIK No. 0002027265
Dear Ka Chun Lam:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise your discussion of the HFCA Act to reflect amendments to the HFCA Act,
such as the Consolidated Appropriations Act, 2023, including that the number of "non-
inspection years" has decreased from three years to two years, and thus, has reduced the
time before your securities may be prohibited from trading or delisting. Please also update
your related disclosure beginning on page 10.
2.Please amend your disclosure to clearly disclose how you will refer to the holding
company and subsidiaries throughout the document 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.

July 31, 2024
Page 2
3.Please revise your disclosure to clearly state that legal and operational risks associated
with operating in China also apply to operations in Hong Kong. The Sample Letters to
China-Based Companies sought specific disclosure relating to the risk that the PRC
government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term "control" (including the terms
"controlling," "controlled by," and "under common control with") as defined in Securities
Act Rule 405 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." The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your current disclosure referencing the PRC government’s intent to strengthen its
regulatory oversight conveys the same risk. Provide similar disclosure in the Prospectus
Summary and Risk Factors.
4.Please amend your disclosure here and in the summary risk factors and Risk Factors
sections 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.
5.Where you confirm that no transfers were made from you to the Operating Subsidiaries
revise to state whether the Operating Subsidiaries have conducted transfers to one another
or to you and quantify the amounts. Also, state whether any dividends or distributions
have been made to date to investors and quantify the amounts. Please provide cross-
references to the consolidated financial statements where you discuss cash transfer
throughout your organization.
Prospectus Summary, page 5
6.Discuss the laws and regulations applicable in light of your operations in Hong Kong,
including regulations relating to the Enterprise Tax Law, data security and anti-monopoly.
Provide applicable risk factor disclosure and update your disclosure under "Regulations"
on page 88.
Corporate Structure, page 5
7.Please identify clearly the entity in which investors are purchasing their interest and the
entities in which the company's operations are conducted. Describe how this type of
corporate structure may affect investors and the value of their investment. Disclose the
uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its subsidiaries and the challenges the company may face regarding its
subsidiaries due to legal uncertainties and jurisdictional limits.

July 31, 2024
Page 3
Risks and Challenges, page 6
8.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.
Implications of Being a Foreign Private Issuer, page 12
9.We note your disclosure regarding your eligibility for certain exemptions from the
corporate governance requirements of the Nasdaq Capital Market listing rules as a
controlled company. Please revise your disclosure here and throughout your registration
statement to clearly indicate whether you intend to rely on these exemptions or the foreign
private issuer exemptions and specify what those exemptions cover. Your disclosure on
page 98 suggests that you intend to take advantage of some of these exemptions, however,
you have not clearly delineated which ones. Also, your disclosure cross-references to a
risk factor header that does not appear in your Risk Factor discussion. Revise your
disclosure for consistency.
Transfers of Cash to and From Our Subsidiaries, page 13
10.Please describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to transfer cash. The disclosure here should not be qualified by
materiality. Please make appropriate revisions to your disclosure.
Permission Required from Hong Kong and PRC Authorities, page 15
11.Your prospectus cover page mentions that your PRC counsel, Jingtian & Gongcheng,
opined as to the applicability of the Trial Measures to you. Revise to acknowledge such
opinion here and elsewhere where you discuss CSRC oversight. Discuss whether PRC
counsel opined as to any other permissions and approvals necessary to operate your
business and to offer securities to investors and if not, why not. File the opinion as an
exhibit to the registration statement. Additionally, the disclosure here should not be
qualified by materiality. Please make appropriate revisions to your disclosure.

July 31, 2024
Page 4
Risks Related to Doing Business in Hong Kong
Substantially all of our operations are in Hong Kong..., page 26
12.Please revise to describe any material impact that intervention, influence, or control by the
Chinese government has or may have on your business or on the value of your securities.
Highlight separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations and/or
the value of your securities.
Risks Related to Litigation, Laws and Regulation and Governmental Matters
It will be difficult to obtain jurisdiction and enforceability liabilities..., page 34
13.We note your disclosure that substantially all of your directors and executive officers are
located outside of the United States. Please identify the directors and executive officers
and specify whether they are located in the PRC or Hong Kong. Make similar revisions
under your "Enforceability of Civil Liabilities" discussion.
Risks Related to Ownership of our Securities
Substantial Future sales of our Ordinary Shares..., page 37
14.Revise to acknowledge that your registration statement currently contemplates the
registration of additional shares for resale. Affirmatively state that such sales will likely
put downward pressure on your market price and make it more difficult for you to
maintain your Nasdaq listing.
Our Ordinary Shares will be subject to potential delisting..., page 38
15.We note your disclosure that your offering is contingent upon listing on Nasdaq. Please
expand your risk factors to address the potential consequences of failing to receive
approval to list on Nasdaq.
Dividend Policy, page 45
16.Revise to state, as you do on page 14, that you currently intend to retain all available
funds and future earnings, if any, for the operation and expansion of your business and do
not anticipate declaring or paying any dividends in the foreseeable future.
Summary Consolidated Financial and Other Data
Consolidated Statements of Comprehensive (Loss)/Income, page 47
17.It appears that you utilize both nature of expense method and function of expense method
in your income statement as you aggregate expenses by their nature (e.g. Raw materials
and consumables used, Depreciation of property, plant and equipment, etc.) while
presenting other income and expenses separately from expenses necessary for revenue
generation. Please tell us how your current presentation complies with IAS 1, paragraph
99 that requires the use of an expense classification based on either their nature or their
function, or revise. In addition, it appears you present government grants of
HK$12,324,800 twice in 2022 as other income line item includes this amount as well.
Please also revise to ensure your income statement line items are ordered consistently
throughout your filing.

July 31, 2024
Page 5
Key Factors Affecting the Results of Our Group's Operations, page 49
18.Where you discuss your dependence upon your ability to grow your customer base,
including through your membership scheme, revise to disclose your membership growth
over the past 2 fiscal years. We note your disclosure around your quantification of
members on page 84 but this information does not provide comparative information over
fiscal periods.
19.Where you discuss macroeconomic conditions, revise to acknowledge the impact of the
COVID-19 pandemic upon your operations, if material, given that the Industry Overview
you include seems to indicate that the catering industry remained stagnant in Hong Kong
in 2022 and that 2023 was the first year to show a revival in revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 49
20.Please revise financial and other data presented in tabular forms to read consistently from
left to right in the same chronological order throughout the filing. Similarly, numerical
data included in narrative sections should be consistently ordered. In this regard, certain
financial and other data here and in Summary Consolidated Financial and Other Data
section on page 47 start with the oldest period whereas your consolidated financial
statements start with the most recent period. Refer to SAB Topic 11:E.
21.A significant portion of your results of operations disclosure is dedicated to stating, in
narrative text form, dollar and percentage changes in accounts. In addition, while you
discuss certain factors to which changes are attributable, you do not quantify certain of
these factors nor analyze the changes in the relationship between costs and revenues. For
example, you state that the increase in total revenue during fiscal 2023 was mainly due to
the increase in customer visits and average spending per customer and the opening of four
new restaurant outlets, but you do not quantify these factors nor analyze the
disproportionate increase of total revenue compared to raw materials and consumables
used, and staff costs. Your current disclosures does not appear to adequately discuss and
analyze your results sufficiently to provide your investors with the depth of understanding
and knowledge necessary to properly evaluate your results. As such, please revise to
expand this section by:
•Ensuring that all material factors are quantified and analyzed (including separate
disclosure of offsetting factors); and
•Quantifying the effects of changes in price, volume, and changes in the relationships
between costs and revenues, where appropriate, and describing any known trends or
uncertainties.

July 31, 2024
Page 6
Unaudited Pro Forma Condensed Consolidated Statement of Operations, page 52
22.Please address the following:
•Revise to reflect all transactions undertaken in anticipation of a public offering and
ordinary shares recently issued as described on pages 61 and 114 in your pro forma
financial statements.
•Revise to provide all required financial statements and disclosures for all periods
required under Article 11 of Regulation S-X.
•Move these disclosures out of the MD&A and dedicate a section for the pro forma
information.
Liquidity and Capital Resources, page 53
23.Where you disclose sufficient working capital, you refer to other available sources of
financing. Clarify and quantify any material unused sources of liquidity, consistent with
Item 5.B.1. of Form 20-F.
History and Corporate Structure, page 61
24.Please identify the founders of your Group, and clarify if they are different from your
controlling shareholder, Galaxy Shine Company Limited.
Business
Overview, page 83
25.You state here that you operate 12 restaurant outlets as of the date of this prospectus. You
go on to describe an increase in revenues, as well as the percentage contribution to such
increase by new stores, as of the end of the most recent fiscal year, however, you do not
acknowledge the disposition of assets that occurred after the fiscal year end.  To the extent
your disclosure is "as of the date of this prospectus" please ensure that you provide
narrative disclosure to explain how your business has evolved since the fiscal year end.
Regulations, page 88
26.Please revise your disclosure to clearly state whether you are in compliance with all
applicable laws and regulations, including whether you and the operating companies have
received all applicable licenses. Please also update your related risk factor on page 21
accordingly.
Shares Eligible for Future Sale
Resale Prospectus, page 117
27.Reconcile your disclosure here that "[a]ny shares sold by the Resale Shareholders until
our Shares are listed or quoted on an established public trading market will take