Business Context and Reporting Period
mF International Limited (Ticker: MFI) is a British Virgin Islands holding company with operations conducted through subsidiaries in Hong Kong. The company operates two primary business segments: a legacy financial technology business providing trading platform solutions (m-FINANCE) and a newly launched digital asset treasury strategy. This Form 20-F covers the fiscal year ended December 31, 2025.
In late 2025, the company executed a strategic pivot, closing a $500 million Private Investment in Public Equity (PIPE) transaction to fund the acquisition of digital assets, primarily Bitcoin Cash (BCH), and to establish a digital asset treasury. The company also announced plans to develop in-house BCH self-mining capabilities and apply for a Bermuda Class IILT Insurance License to offer digital asset-denominated life insurance.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 (HK$) | 2025 (US$) | 2024 (HK$) | 2024 (US$) |
|---|---|---|---|---|
| Revenue | 33,823,176 | 4,345,609 | 26,085,318 | 3,358,178 |
| Gross Profit | 10,017,415 | 1,287,040 | 12,302,194 | 1,583,763 |
| Operating Loss | (48,590,850) | (6,242,962) | (19,371,236) | (2,493,818) |
| Investment Gain (Net) | 123,973,439 | 15,928,132 | - | - |
| Net Income | 78,744,704 | 10,117,135 | (20,210,992) | (2,601,926) |
| Total Assets | 4,038,701,753 | 518,893,237 | 58,305,411 | 7,506,173 |
| Total Liabilities | 26,331,504 | 3,383,078 | 22,392,839 | 2,882,815 |
| Cash & Restricted Cash | 223,408,053 | 28,703,513 | 21,999,787 | 2,826,537 |
Note: US$ amounts are convenience translations based on the rate of US$1 = HK$7.7833.
Material Changes vs. Prior Period
- Profitability Shift: The company swung from a net loss of HK$20.2 million in 2024 to a net income of HK$78.7 million in 2025. This reversal was driven almost entirely by a HK$124.0 million net investment gain, primarily from the change in fair value of digital assets (HK$121.2 million).
- Legacy Operations: Core operating results deteriorated. Operating loss widened from HK$19.4 million to HK$48.6 million due to a HK$14.2 million impairment loss on intangible assets and increased operating expenses (up 85% to HK$58.6 million). Gross profit margin declined from 47.2% to 29.6% as cost of revenue surged 72.7%.
- Balance Sheet Transformation: Total assets increased nearly 70x to HK$4.04 billion, driven by the acquisition of digital assets (HK$3.55 billion) and stablecoins (HK$254.6 million) funded by the PIPE transaction.
- Capital Structure: The company completed an 8-for-1 share consolidation in July 2025 and issued 48.5 million Class A shares plus 1.48 million pre-funded warrants in the PIPE, raising gross proceeds of $500 million.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management intends to use net proceeds from the PIPE to acquire Bitcoin Cash (BCH) and establish a digital asset treasury. Future growth strategies include:
- Self-Mining: Developing in-house BCH mining capabilities to lower acquisition costs and hedge against volatility.
- Insurance: Applying for a Bermuda Class IILT Insurance License to launch a digital asset-denominated life insurance business.
The company does not anticipate paying dividends in the foreseeable future, intending to retain earnings for operations and expansion.
Material Risks and Contingencies
- Digital Asset Volatility: Approximately 94.2% of total assets are held in digital assets. A 10% decline in digital asset prices (excluding stablecoins) would reduce the asset balance by approximately $45.6 million. Subsequent events noted a significant unrealized loss in digital asset fair value as of May 31, 2026.
- Regulatory Uncertainty (PRC/HK): As a BVI holding company with operations in Hong Kong, the company faces risks related to PRC laws, including potential restrictions on overseas listings, cybersecurity reviews, and the "long arm" provisions of Chinese regulations.
- Internal Control Weaknesses: Management identified material weaknesses in internal control over financial reporting, including insufficient accounting personnel, lack of an internal audit function, and inadequate segregation of duties. These weaknesses were ongoing as of December 31, 2025.
- Investment Company Classification: Regulatory changes could reclassify the company as an "investment company" under the Investment Company Act of 1940 if digital assets are deemed securities, imposing significant additional regulatory controls.
- HFCA Act: Risk of delisting if the PCAOB cannot inspect the company's auditors for two consecutive years, though the current auditor (Enrome LLP) is based in Singapore and subject to PCAOB inspection.
Investor Verification Checklist
- Digital Asset Valuation: Verify the fair value of the HK$3.55 billion digital asset portfolio and the specific composition (BCH, BTC, Stablecoins) against current market prices, noting the subsequent unrealized losses reported in May 2026.
- Internal Controls: Assess the progress of remediation plans for the identified material weaknesses in internal controls over financial reporting.
- Regulatory Status: Confirm the status of the Bermuda Class IILT Insurance License application and any regulatory filings required by the CSRC or Hong Kong authorities.
- Related Party Transactions: Review the lease agreement with Trend Up Investment (HK) Limited (wholly owned by the CEO) and the loan from Fire Lucky Investment Co., Ltd.
- Impairment Analysis: Scrutinize the HK$14.2 million impairment charge on intangible assets to understand which legacy projects were deemed unprofitable.