Company Description

mF International is a holding company limited by shares and established under the laws of the British Virgin Islands on June 15, 2022. It is a holding company with no business operations and uses a structure that involves three Operating Subsidiaries based in Hong Kong. This structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in mF International’s operations and/or a material change in the value of the securities we are registering for sale, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Investors are cautioned that you are buying shares of a BVI holding company with operations solely conducted in Hong Kong by its Operating Subsidiaries. You are not directly investing in, and may never hold equity interests in the Operating Subsidiaries. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. --- We are a holding company with three Operating Subsidiaries in Hong Kong. Our principal Hong Kong subsidiary, m-FINANCE Limited (“mF” or m-FINANCE), established in 2002, is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions to customers via internet or platform as software as a service, or SaaS. m-FINANCE has approximately 20 years of experience providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients in the region. m-FINANCE has provided a wide range of services, including the mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Apps and other value-added services. m-FINANCE has been committed to providing a state-of-the-art trading platform and innovative one-stop trading solution that fits for the Asian market, via internet or platform as software as a service, with clients located over mainland China, Hong Kong and Southeast Asia. Substantially all of the Operating Subsidiaries’ operations are conducted in Hong Kong, with 2.2%, 3.8%, 5.8% and 1.7% of our total revenue generated from clients in mainland China for the years ended December 31, 2021 and 2022 and the six months ended June 30, 2022 and 2023, respectively. m-FINANCE’s customers are mainly financial institutions, including brokers, investment banks, institutional clients and financial services providers. As of the date of this prospectus, m-FINANCE’s trading platform is handling a monthly average transaction value of over US$100 billion. Revenues are primarily generated from the operations of the Operating Subsidiaries providing trading platform solutions and financial value-added services via internet or platform as software as a service. --- Our goal is to increase our market share and grow our business by expanding the Operating Subsidiaries’ customer base and service capacity. --- Our principal executive offices are located at Unit 1801, Fortis Tower, 77-79 Gloucester Road, Wan Chai, Hong Kong, and our telephone number is (+852) 3426-6200. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, BVI. We maintain a website at https://www.m-finance.com. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.