mF International Ltd Announces Private Placement

TL;DR

mF International Ltd is selling shares in a private placement to institutional investors.

AI Summary

On November 21, 2025, mF International Limited entered into a Securities Purchase Agreement with accredited institutional investors for a private placement offering. The company will sell and issue securities to these investors. This filing also indicates the company is a foreign private issuer and files annual reports under Form 20-F.

Why It Matters

This private placement could signal a need for capital or a strategic move by mF International Ltd, potentially impacting its financial structure and future growth.

Risk Assessment

Risk Level: medium — Private placements can sometimes indicate a company's need for capital, and the terms of the deal are not fully disclosed in this initial filing.

Key Players & Entities

• mF International Limited (company) — Filer of the 6-K report
• November 21, 2025 (date) — Date of the Securities Purchase Agreement
• Securities Purchase Agreement (document) — Agreement for the private placement
• accredited institutional investors (company) — Purchasers in the private placement
• British Virgin Islands (location) — Jurisdiction of incorporation for mF International Limited

FAQ

Key Financial Figures

• $10.00 — quo;). The offering price per Share was $10.00. The offering price per underlying shar
• $9 — ng share of the Pre-Funded Warrants was $9.99999, and the exercise price was $0.00
• $0.00001 — as $9.99999, and the exercise price was $0.00001 per underlying share. The Company does
• $500.0 million — to receive aggregate gross proceeds of $500.0 million from the PIPE, before deducting offerin

Filing Documents

• form6-k.htm (6-K) — 30KB
• ex4-1.htm (EX-4.1) — 126KB
• ex10-1.htm (EX-10.1) — 299KB
• ex10-2.htm (EX-10.2) — 114KB
• ex99-1.htm (EX-99.1) — 14KB
• ex99-2.htm (EX-99.2) — 15KB
• 0001493152-25-024979.txt ( ) — 598KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2025 Commission file number: 001-42027 mF International Limited 2308, 23/F, The Center, 99 Queen’s Road Central, Central, Hong Kong (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F PIPE TRANSACTION; APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND DIRECTOR On November 21, 2025, mF International Limited (the “Company”), a British Virgin Islands company entered into certain securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited institutional investors (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors in a private placement offering (the “Offering”) an aggregate of 50 million of the Company’s class A ordinary shares (the “Ordinary Shares”), no par value (the “Shares”), and pre-funded warrants (the “Pre-Funded Warrants”). The offering price per Share was $10.00. The offering price per underlying share of the Pre-Funded Warrants was $9.99999, and the exercise price was $0.00001 per underlying share. The Company does not intend to list the Pre-Funded Warrants on The Nasdaq Capital Market (“Nasdaq”) or any other nationally recognized securities exchange or trading system. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Pre-funded Warrants are exercisable from the date of issuance and may be exercised by means of a cashless exercise. Each Investor’s ability to exercise its Pre-Funded Warrant, as applicable, in exchange for Ordinary Shares is subject to certain beneficial ownership limitations set forth therein. In addition, in certain circumstances, upon a Fundamental Transaction (as defined in the Pre-funded Warrants), a holder of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had it exercised the Pre-Funded Warrants immediately prior to the Fundamental Transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants. The Offering is expected to close on or around December 1, 2025. The Company expects to receive aggregate gross proceeds of $500.0 million from the PIPE, before deducting offering expenses. The Company intends to use the net proceeds primarily fund the acquisition of bitcoin cash and the establishment of the Company’s digital asset treasury operations, as well as for working capital, general corporate and other purposes. The Shares and Pre-Funded Warrants (and underlying Ordinary Shares) were offered and sold in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and applicable state securities laws. The issuance of the Shares and Pre-Funded Warrants (and underlying Ordinary Shares) have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. In connection with the Offering, the Company entered into certain registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission, within 30 days of the closing of Securities Purchase Agreement registering the resale of, among others, the Shares sold in the Offering and the Ordinary Shares underlying the Pre-Funded Warrants. The foregoing summaries of the Pre-Funded Warrant, Securities Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those documents, which are attached hereto as Exhibits 4.1, 10.1 and 10.2 to this Report on Form 6-K and are hereby incorporated by reference. A copy of the press release issued by the Company on November 21, 2025 announcing the pricing of the Offering is attached hereto as Exhibit 99.1. A copy of the press release issued by the Company on November 25, 2025 announcing further details with respect to its digital asset treasury strategy and the appointment of a new chief executive officer and

View Full Filing

View this 6-K filing on SEC EDGAR