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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on November 12,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 MASTERBEEF GROUP(Exact name of registrant as specified

2、in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5812 Not Applicable(State or Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit 1509-10,Tower 1,Ever Gain Plaza88 Containe

3、r Port RoadKwai Chung,New Territories,Hong Kong+852 3953 9388(Address,including zip code,and telephone number,including area code,of registrants principal executive office)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711+1 302-738-6680(Name,address,including zip code,and telephone

4、 number,including area code,of agent for service)Copies to:Henry F.Schlueter,Esq.Celia Velletri,Esq.Schlueter&Associates,P.C.Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC5655 South Yosemite St.,Suite 350Greenwood Village,CO 80111Telephone:(303)292 3883950 Third Avenue,19th Floo

5、rNew York,NY 10022Telephone:(212)530-2206 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant

6、to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement number of theearlier effective regis

7、tration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.If this Form

8、 is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.Indicate by check mark whether the registrant is an emerging gro

9、wth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with a

10、ny new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The

11、registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of

12、 the Securities Act of 1933 or until this registration statement shall becomeeffective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This registration statement contains two prospectuses,as set forth below.Public Offering P

13、rospectus.A prospectus to be used for the initial public offering of ordinary shares of the Registrant(the“Public Offering Prospectus”)through the underwriter named in theUnderwriting section of the Public Offering Prospectus.Resale Prospectus.A prospectus(the“Resale Prospectus”)to be used for the p

14、otential resale by(i)Galaxy Shine Company Limited of ordinary shares;(ii)Thrivors Holdings Limited of ordinary shares;(iii)Hin Weng Samuel Lui of ordinary shares;and(iv)Siu Cheung Yeung of ordinary shares,Wah Chau Yau of ordinary shares and Lai Yee JoyceChang of ordinary shares(together the“Resale S

15、hares”).The Resale Shares contained in the Resale Prospectus will not be underwritten by the underwriter.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers;the Offering se

16、ction in the Prospectus Summary section on page 5 of the Public Offering Prospectus is removed and replaced with the Offering section on page Alt-5 of the Resale Prospectus;the Use of Proceeds section on page 43 of the Public Offering Prospectus is removed and replaced with the Use of Proceeds secti

17、on on page Alt-5 of the Resale Prospectus;the Capitalization and Dilution sections on page 44 and page 46 of the Public Offering Prospectus are deleted from the Resale Prospectus respectively;a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-1 of the Resale Pro

18、spectus;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section on page 126 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-6 of the Resale Prospectus;the Legal

19、 Matters section on page 133 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page Alt-7 of the Resale Prospectus;and the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this registration sta

20、tement,after the financial statements,a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the PublicOffering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant.The Res

21、ale Prospectus will be substantively identical to the Public OfferingProspectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by Resale Shareholders.The information in this prospectus is not complete and may be changed or supplemented.We may

22、not sell these securities until the registration statement filed with the U.S.Securities andExchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is notpermitted

23、.PRELIMINARY PROSPECTUS Subject to Completion,dated ,2024 MASTERBEEF GROUP Ordinary Shares This is an initial public offering of our ordinary shares,par value US$0.0005 per share(the“Shares”).We are offering,on a firm commitment basis,Shares.We anticipate that the initialpublic offering price of the

24、 Shares will be between US$and US$per Share.Prior to this offering,there has been no public market for our Shares.We intend to apply to list our Shares on the Nasdaq Capital Market under the symbol“MB”.This offering is contingent uponthe listing of our Shares on the Nasdaq.There can be no assurance

25、that we will be successful in listing our Shares on the Nasdaq.Neither the U.S.Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus.Any representation to the contrary is a crim

26、inal offense.Investing in our Shares involves a high degree of risk,including the risk of losing your entire investment.See Risk Factors beginning on page 18 to read about factors you shouldconsider before buying our Shares.The Company is a holding company incorporated in the Cayman Islands.As a hol

27、ding company with no material operations of its own,it conducts operations in Hong Kong through its BVIwholly-owned subsidiaries,including Masterbeef Limited,Anping Grill Limited,Tak Moon Food Supplies(BVI)Limited,Taiwanese Sweeties Limited,House of Talent(BVI)Limited and Generals FeastLimited,which

28、 in turn own wholly-owned subsidiaries in Hong Kong,including around 20 operating subsidiaries operating in Hong Kong(collectively the“Hong Kong Operating Subsidiaries”),and oneoperating subsidiary operating in Taiwan(together with the Hong Kong Operating Subsidiaries,the“Operating Subsidiaries”).Th

29、e Shares offered in this offering are shares of the Company,a CaymanIslands holding company and not shares of the Operating Subsidiaries.Investors in this offering will not directly hold equity interests in any of the Operating Subsidiaries.The Hong Kong Operating Subsidiaries conduct their business

30、 in Hong Kong,a special administrative region of the PRC.Conducting business in Hong Kong involves risks of changes to lawsand regulations that may be promulgated by the PRC government or authorities in Hong Kong may take.The Company is subject to legal and operational risks associated with having c

31、ertain of our Operating Subsidiaries operations in Hong Kong,including risks related to the legal,political andeconomic policies of the PRC government,the relations between China and Hong Kong and China and the United States,or Chinese or United States regulations,which risks could result in a mater

32、ialchange in our operations and/or cause our Ordinary Shares to significantly decline in value or become worthless and affect our ability to offer or continue to offer securities to investors.The Companysoperations are primarily located in Hong Kong.As of the date of this prospectus,we do not expect

33、 to be materially affected by recent statements by the PRC authorities indicating an intent to exert moreoversight over the securities offerings that are conducted overseas and/or foreign investment in China-based issuers.However,the policies,regulations,rules,and the enforcement of laws to which we

34、 aresubject may change.See“Transfers of Cash to and From Our Subsidiaries”on page 13 of this prospectus.Recently,the PRC government initiated a series of regulatory actions and made a number ofpublic statements on the regulation of business operations in China with little advance notice,including cr

35、acking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.The Company may be subject to these regulatoryactions or st

36、atements.Although we have not engaged in any monopolistic behavior,our business does involve the collection of user data and may implicate cybersecurity reviews.On February 17,2023,with the approval of the State Council,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Admin

37、istrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies(“Trial Measures”),and five supporting guidelines,which came into effect on March 31,2023.Pursuant to the Trial Measures,domestic companies that seekto offer or list securities overseas,both directly and indirectly,sh

38、all complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following theirsubmission of initial public offerings or listing applications.Subsequent securities offerings of an issuer in the same overseas market where it has previously off

39、ered,and listed securities must be filed withthe CSRC within three business days after the offering is completed.If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in itsfiling documents,such domestic company may be sub

40、ject to administrative penalties,such as an order to rectify,warnings and fines,and its controlling shareholders,actual controllers,the person directlyin charge and other directly liable persons may also be subject to administrative penalties,such as warnings and fines.As of the date of this prospec

41、tus,our Company and its subsidiaries(the“Group”)(as defined in the definitions section below)have not received any formal inquiry,notice,warning,sanction,orobjection from the CSRC with respect to the listing of the Companys Ordinary Shares.Further,as of the date of this prospectus,in the opinion of

42、our PRC legal counsel,Jingtian&Gongcheng,based onthe above mentioned,listing on NASDAQ of the Company would not be deemed as an indirect overseas offering and listing by a PRC domestic company under the Trial Measures and the Trial Measuresdo not apply to the Company,and its listing on NASDAQ does n

43、ot require fulfilling the filing procedure to the CSRC.However,the CSRC may take a view contrary to or otherwise different from theGroups or the future effective laws and regulations(with retrospective effect)may require the Group to obtain CSRC or other PRC governmental approvals for this offering.

44、If we inadvertently concludethat such approvals are not required,we may be required to make corrections,be given a warning,be fined between RMB 1 million and RMB 10 million,warn the responsible person and impose a fine ofnot less than RMB 500,000 but not more than RMB 5 million,fine the controlling

45、shareholder or actual controller organizes or instigates the prescribed illegal acts not less than RMB 1 million but notmore than RMB 10 million,in the case of serious violation of the Trial Measures or other laws and administrative regulations,the CSRC may impose a ban on access to the securities m

46、arket upon relevantresponsible persons.However,there is uncertainty as to whether our Company will be required to obtain permission from or file with the PRC authorities to list on a U.S.stock exchange in the future.If the Group issubsequently notified by any PRC authorities that permission/filing f

47、or this offering and/or listing on the Nasdaq Stock Market was required,the Group may not be able to obtain such permission orcomplete such filing in a timely manner,if at all.Any failure to obtain such permission or complete such filing in a timely manner may restrict our ability to complete the pr

48、oposed offering or any futureequity capital raising activities and may subject us or relevant persons to certain penalties,which would have a material adverse effect on our business and financial position.There can be no assurance that the relevant PRC governmental authorities,including the CSRC,wou

49、ld reach the same conclusion as us,or that the CSRC or any other PRC governmentalauthorities would not promulgate new rules or new interpretation of current rules(with retrospective effect)to require us to obtain CSRC or other PRC governmental approvals for our IPO.If the Companyinadvertently conclu

50、ded that such approvals were or are not required,the Companys ability to offer or continue to offer our Securities to investors could be significantly limited or completed hindered,which could cause the value of our Ordinary Shares to significantly decline or become worthless.The Group may also face

51、 sanctions by the CSRC,the Cyberspace Administration of China or other PRCregulatory agencies.These regulatory agencies may impose fines,penalties,limit our operations in China,or take other actions that could have a material adverse effect on our business,financial condition,results of operations a

52、nd prospects,as well as the trading price of our Securities.See“Risk Factors”beginning on page 18 of this prospectus for a discussion of these legal and operational risks and otherinformation that should be considered before making a decision to purchase our Securities.Although Hong Kong is a Specia

53、l Administrative Region and a dependency of the PRC,it has enacted its own laws pertaining to data security and anti-monopoly concerns.Hong Kong enactedthe Personal Data(Privacy)Ordinance(the“PDPO”)to ensure an adequate level of data protection to retain its status as an international trading center

54、 and to give effect to human rights treaty obligations.Moreover,Hong Kong has also enacted a similar piece of legislation regulating competition in the market(the“Competition Ordinance”).The Competition Ordinance prohibits:(i)anti-competitiveagreements and concerted practices;and(ii)abuse of power w

55、ith the object or effect of preventing,restricting or distorting competition in Hong Kong.If our Hong Kong Operating Subsidiaries were to befound in violation of either of these laws,our Hong Kong Operating Subsidiaries operations may be restricted,and they may be required or elect to make changes t

56、o their operations in Hong Kong so as tobe in accordance with the PDPO and/or the Competition Ordinance.Moreover,Hong Kong authorities may take other action against us,such as imposing taxes or other penalties,which could materiallyaffect our financial results.Thus,our revenue and business operation

57、s in Hong Kong would be adversely affected.In addition,the Holding Foreign Companies Accountable Act(the“HFCAA”),which prohibits foreign companies from listing their securities on U.S.exchanges if the companys auditor has beenunavailable for Public Company Accounting Oversight Board(United States)(“

58、PCAOB”)inspection or investigation for three consecutive years,became law in December 2020.On December 16,2021,the PCAOB issued a determination(the“Determination Report”)that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainlandCh

59、ina and in Hong Kong because of positions taken by authorities in those jurisdictions,and the PCAOB included in the Determination Report a list of the accounting firms that are headquartered in thePRC or Hong Kong.On December 15,2022,the PCAOB announced that it has secured complete access to inspect

60、 and investigate registered public accounting firms headquartered in mainland China andHong Kong and voted to vacate the previous 2021 Determination Report to the contrary.The U.S.Securities and Exchange Commission(the“SEC”)adopted final amendments to its rules to implementthe HFCAA,which went into

61、effect on January 20,2022.As part of the SECs final rules,identified issuers will need to provide additional disclosures in subsequent filings that prove the issuer is notowned or controlled by a governmental authority in the foreign jurisdiction of the audit firm identified by the PCAOB in the Dete

62、rmination Report.In the event that it is later determined that the PCAOB is unable to inspect or investigate completely our auditor or our work papers because of a position taken by an authority in a foreignjurisdiction,then such lack of inspection could cause our securities to be delisted from the

63、applicable stock exchange.The delisting of our Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),which was ena

64、cted on December 29,2022,and amendedthe HFCAA to require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“M

65、OF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)to allow the PCAOB to inspect and investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong,consistent with the HFCAA.Pursuant to the fact sheet with respect to the Protocol disclosed by the

66、SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate re

67、gistered public accounting firms headquartered inmainland China and Hong Kong and voted to vacate its previous determinations to the contrary.As required by the HFCAA,if in the future the PCAOB determines it no longer can inspect or investigatecompletely because of a position taken by any authority

68、in the PRC,the PCAOB will act expeditiously to consider whether it should issue a new determination.On December 23,2022,the AcceleratingHFCA Act(the“Accelerating HFCA Act”)was signed into law,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.st

69、ock exchanges if its auditoris not subject to PCAOB inspections for two consecutive years instead of three.On December 29,2022,the Consolidated Appropriations Act was signed into law by President Biden.The ConsolidatedAppropriations Act contained,among other things,an identical provision to the Acce

70、lerating HFCA Act,which reduces the number of consecutive non-inspection years required for triggering theprohibitions under the HFCA Act from three years to two.Our auditor,Onestop Assurance PAC,the independent registered public accounting firm that issues the audit report included in this prospect

71、us,as an auditor of companies that are traded publiclyin the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Onestop Assurance PAC compliancewith applicable professional standards.Onestop As

72、surance PAC is headquartered in Singapore and has been inspected by the PCAOB on a regular basis,with the last inspection in April 2022.Therefore,we believe that,as of the date of this prospectus,our auditor is not subject to the PCAOB Determinations(as defined below).See“Risk Factors Risks Related

73、to Doing Business in Hong Kong ThePCAOB Determinations provides that if the Board is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position taken by one

74、 or more authorities in mainland China or Hong Kong it could result in the prohibition of trading in our securities bynot being allowed to list on a U.S.exchange,and as a result an exchange may determine to delist our securities,which would materially affect the interest of our investors.”on page 29

75、.The Company holds all of the equity interests in its Hong Kong subsidiaries through subsidiaries incorporated in the British Virgin Islands,or BVI.As we have a direct equity ownership structure,we do not have any agreement or contract between our Company and any of its subsidiaries that are typical

76、ly seen in a VIE structure.Within our direct equity ownership structure,funds from foreigninvestors can be directly transferred to our Hong Kong subsidiaries by way of capital injection or in the form of a shareholder loan from the Company following this offering.As a holding company,theCompany may

77、rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements.We are permitted under the laws of the Cayman Islands andour memorandum and articles of association(as amended from time to time)to provide funding to our Operating Subsidia

78、ries through loans and/or capital contributions.Our Hong Kong OperatingSubsidiaries are permitted under the laws of Hong Kong to issue cash dividends to us without limitation on the size of such dividends.However,if any of our Operating Subsidiaries incur debt on theirown behalf,the instruments gove

79、rning such debt may restrict their ability to pay dividends.As of the date of this prospectus,no transfers were made from the Company to its Operating Subsidiaries.As ofthe date of this prospectus,our Operating Subsidiaries do not maintain cash management policies or procedures dictating the amount

80、of such funding or how funds are transferred.See“Dividend Policy”on page 45 of this prospectus and“Holding Company Structure”on page 13 of this Prospectus.Further,as of the date of this prospectus,no dividends or distributions have been made to date to investors inthe Company.Further,there can be no

81、 assurance that the flow of cash in or out of Hong Kong would not be restricted or prohibited.To the extent the Companys cash or assets in the business is in HongKong or a Hong Kong entity,the Companys funds or assets may,in the future,not be available to fund operations or for other use outside of

82、Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of the Company and our Operating Subsidiaries by the PRC government to transfer cash or assets.Any restrictions,prohibitions,interventions or limitations on theability of the Company or our Operating Su

83、bsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside ofHong Kong,which could have a material adverse effect on our ability to conduct our business.See“Risk Factors Risks Related to Doing Busi

84、ness in Hong Kong The Company may rely ondividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements it may have,and any limitations or restrictions,prohibitions or limitations on theability of the Company or our Operating Subsidiaries b

85、y the PRC government to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations orfor other uses outside of Hong Kong,which on the ability of the Operating Subsidiaries to make payments to the Company could have a material and adverse

86、 effect on the business.”on page 29.Foradditional information,see the Companys consolidated financial statements as at December 31,2022 and 2023 and June 30,2024 and for the years ended December 31,2022 and 2023 and the six monthsended June 30,2024 and notes thereto on page F-1.We are an“Emerging Gr

87、owth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced public company reportingrequirements.Please see“Implications of Being an Emerging Growth Company”and“Implications of Being a Foreign Private Issuer”beginning on page 11 and pag

88、e 12,respectively,of this prospectusfor more information.Upon completion of this offering,our issued and outstanding shares will consist of Ordinary Shares assuming no exercise of the over-allotment by the underwriters and OrdinaryShares assuming the underwriters fully exercise their over-allotment

89、option.We will be a controlled company as defined under the Nasdaq Capital Market Company Guide Section 801(a).Immediatelyafter the completion of this offering,Oi Wai Chau,Oi Yee Chau,Hee Shun Chung,Man Kit Leung,Yuk Ming Chan and Galaxy Shine Company Limited,collectively known as our controllingsha

90、reholders,will own approximately Ordinary Shares,or%of our total issued and outstanding Ordinary Shares,representing approximately%of the total voting power,assuming no exercise of the over-allotment option,and Ordinary Shares,or%of our total issued and outstanding Ordinary Shares,representing appro

91、ximately%of the total votingpower assuming the underwriters fully exercise their over-allotment option.Consequently,our controlling shareholders will have the ability to determine all matters requiring approval by shareholders.Because we will be a“controlled company”within the meaning of the Nasdaq

92、Capital Market Rules,we are eligible for certain exemptions from the corporate governance requirements of the NasdaqCapital Market listing rules.Per Share Total(4)Initial public offering price(1)US$US$(4)Underwriting discounts(2)US$US$Proceeds to our Company before expenses(3)US$US$Notes:(1)Initial

93、public offering price per Share is assumed to be US$(being the mid-point of the offer price range mentioned above).(2)We have agreed to pay the underwriter a discount equal to 7.0%of the gross proceeds of the offering.This table does not include a non-accountable expense allowance equal to 2.0%of th

94、e grossproceeds of this offering payable to the underwriter.For a description of the other compensation to be received by the underwriter,see“Underwriting”beginning on page 126.(3)Excludes fees and expenses payable to the underwriter.The total amount of underwriter expenses related to this offering

95、is set forth in the section entitled“Expenses Related to This Offering”onpage 121.(4)Includes US$gross proceeds from the sale of Shares offered by our Company.If we complete this offering,net proceeds will be delivered to us on the closing date.We have granted the underwriter an option to purchase u

96、p to an additional Shares(15%)within 45 days after the closing of the offering at the initial public offering price,lessunderwriting discounts.The underwriter expects to deliver the Shares to the purchasers against payment on or about ,2024.REVERE SECURITIES LLC The date of this prospectus is ,2024.

97、TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2DEFINITIONS3PROSPECTUS SUMMARY5RISK FACTORS18ENFORCEABILITY OF CIVIL LIABILITIES42USE OF PROCEEDS43CAPITALIZATION44DIVIDEND POLICY45DILUTION46SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA47MANAGEMENTS DISCU

98、SSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS49UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION63HISTORY AND CORPORATE STRUCTURE64INDUSTRY OVERVIEW66BUSINESS76REGULATIONS91MANAGEMENT97PRINCIPAL SHAREHOLDERS105RELATED PARTY TRANSACTIONS106DESCRIPTION OF SHARE CAP

99、ITAL107CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS118SHARES ELIGIBLE FOR FUTURE SALE119EXPENSES RELATED TO THIS OFFERING121MATERIAL TAX CONSIDERATIONS122UNDERWRITING126LEGAL MATTERS133EXPERTS134WHERE YOU CAN FIND ADDITIONAL INFORMATION135INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until ,2024(th

100、e 25th day after the date of this prospectus),all dealers that effect transactions in these shares,whether or not participating in this offering,may be required todeliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect

101、 to their unsold allotments or subscriptions.i ABOUT THIS PROSPECTUS Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related freewriting prospectus.Neither we nor the

102、 underwriters take responsibility for,and provide no assurance about the reliability of,any information that others may give you.This prospectus is an offer to sellonly the securities offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The information contain

103、ed in this prospectus is accurate only as of the date of thisprospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside the United States:Ne

104、ither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,otherthan the United States,where action for that purpose is required.Persons outside the United States who come into possession of this prospectus mu

105、st inform themselves about,and observe any restrictionsrelating to,the offering of the shares and the distribution of this prospectus outside the United States.Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,perc

106、entages and other figures shown as totals incertain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages in the text may not total 100%or,when aggregated may not bethe arithmetic aggregation of the percentages that precede

107、 them.Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental and internationalagencies and industry publications and surveys including the industry report prepared by Frost&Sullivan,a th

108、ird-party global research organization,commissioned by our Company.Industry publicationsand third-party research,surveys and reports generally indicate that their information has been obtained from sources believed to be reliable.This information involves a number of assumptions andlimitations,and y

109、ou are cautioned not to give undue weight to such estimates.Our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussedunder the heading“Risk Factors”in this prospectus.1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus

110、contains forward-looking statements that relate to our current expectations and views of future events.These forward-looking statements are contained principally in the sectionsentitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussion and Analysis of Financial Condition a

111、nd Results of Operations”,“Industry Overview”and“Business”.These statements relate to events that involve known and unknown risks,uncertainties and other factors,including those listed under“Risk Factors”,which may cause our actual results,performance orachievements to be materially different from a

112、ny future results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be identified by words or phrases such as“believe”,“plan”,“expect”,“intend”,“should”,“seek”,“estimate”,“will”,“aim”and“anticipate”,or other similar

113、expressions,but these are not the exclusive means of identifying such statements.All statements other than statements of historical facts included in this document,including thoseregarding future financial position and results,business strategy,plans and objectives of management for future operation

114、s(including development plans and dividends)and statements on future industrygrowth are forward-looking statements.In addition,we and our representatives may from time to time make other oral or written statements which are forward-looking statements,including in our periodicreports that we will fil

115、e with the SEC,other information sent to our shareholders and other written materials.These forward-looking statements are subject to risks,uncertainties and assumptions,some of which are beyond our control.In addition,these forward-looking statements reflect our currentviews with respect to future

116、events and are not a guarantee of future performance.Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of anumber of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:changes in the laws,

117、regulations,policies and guidelines in Hong Kong;the regulatory environment in Hong Kong;competition in the restaurant industry in Hong Kong;the overall economic environment and general market and economic conditions in Hong Kong;our ability to execute our strategies;changes in the need for capital

118、and the availability of financing and capital to fund these needs;our ability to anticipate and respond to changes in the market in which we operate,and in client demands,trends and preferences;man-made or natural disasters or other events that are beyond our control,including war,acts of internatio

119、nal or domestic terrorism,civil disturbances,pandemics and epidemics such asCOVID-19,occurrences of catastrophic events and acts of God such as floods,earthquakes,typhoons and other adverse weather and natural conditions that affect our business or assets;the loss of key personnel and the inability

120、to replace such personnel on a timely basis or on terms acceptable to us;exposure to risks associated with food safety;and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only to events or information as of the date o

121、n which the statements are made in this prospectus.Except as required by law,weundertake no obligation to update or revise publicly any forward-looking statements,whether as a result of new information,future events or otherwise,after the date on which the statements are made orto reflect the occurr

122、ence of unanticipated events.You should read this prospectus and the documents that we have made reference to in this prospectus and have filed as exhibits to the registrationstatement,of which this prospectus is a part,completely and with the understanding that our actual future results or performa

123、nce may be materially different from what we expect.This prospectus contains certain data and information that we obtained from various government and private publications.Statistical data in these publications also include projections based on anumber of assumptions.The demand at our restaurants ma

124、y not grow at the rate projected by such market data,or at all.Failure of this industry to grow at the projected rate may have a material andadverse effect on our business and the market price of our Shares.Furthermore,if any one or more of the assumptions underlying the market data are later found

125、to be incorrect,actual results may differfrom the projections based on these assumptions.You should not place undue reliance on these forward-looking statements.2 DEFINITIONS“Amended and Restated Articles of Association”means the amended and restated articles of association of our Company adopted on

126、 and as supplemented,amended or otherwise modifiedfrom time to time.“Amended and Restated Memorandum and Articles of Association”means the amended and restated memorandum and articles of association of our Company adopted on and assupplemented,amended or otherwise modified from time to time.A copy o

127、f the Amended and Restated Memorandum and Articles of Association are filed as Exhibit 3.1 to our registration statement ofwhich this prospectus forms a part.“APCO”means the Air Pollution Control Ordinance(Chapter 311 of the Laws of Hong Kong).“APCR”means the Air Pollution Control(Furnaces,Ovens and

128、 Chimneys)(Installation and Alteration)Regulations(Chapter 311A of the Laws of Hong Kong).“Articles of Association”means the articles of association of our Company adopted on May 5,2022,and as further supplemented,amended,or otherwise modified from time to time.“Board”means the board of directors of

129、 our Company.“BRO”means the Business Registration Ordinance(Chapter 310 of the Laws of Hong Kong).“Business Day”means a day(other than a Saturday,Sunday or public holiday in the U.S.)on which licensed banks in the U.S.are generally open for normal business to the public.“BVI”means the British Virgin

130、 Islands.“ComO”means the Competition Ordinance(Chapter 619 of the Laws of Hong Kong).“Company”means MasterBeef Group,an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on May 5,2022.“Companies Act”means the Companies Act(as revised)of the Cayman Isl

131、ands.“COVID-19”means the Coronavirus Disease 2019.“DCO”means the Dutiable Commodities Ordinance(Chapter 109 of the Laws of Hong Kong).“DCR”means the Dutiable Commodities(Liquor)Regulations(Chapter 109B of the Laws of Hong Kong).“Directors”means the directors of our Company.“ECO”means the Employees C

132、ompensation Ordinance(Chapter 282 of the Laws of Hong Kong).“EO”means the Employment Ordinance(Chapter 57 of the Laws of Hong Kong).“EPD”means Environmental Protection Director of the Hong Kong government.“Exchange Act”means the United States Securities Exchange Act of 1934,as amended.“Executive Dir

133、ectors”means the executive Directors of our Company as of the date of this prospectus,unless otherwise stated.“Executive Officers”means the executive officers of our Company as of the date of this prospectus,unless otherwise stated.“FBR”means the Food Business Regulation(Chapter 132X of the Laws of

134、Hong Kong).“FEHD”means the Food and Environmental Hygiene Department of the Hong Kong government.3 “FIU(F)R”means the Factories and Industrial Undertakings(Fire Precautions in Notifiable Workplaces)Regulations(Chapter 59V of the Laws of Hong Kong).“FIUO”means the Factories and Industrial Undertaking

135、s Ordinance(Chapter 59 of the Laws of Hong Kong).“Frost&Sullivan”means Frost&Sullivan Limited,a business consulting firm involved in market research,analysis and growth strategy consulting and an Independent Third Party.“Group,”“our Group,”“we,”“us,”or“our”means our Company and its subsidiaries or a

136、ny of them,or where the context so requires,in respect of the period before our Company becoming the holdingcompany of its present subsidiaries,such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or

137、,as the casemay be,their predecessors.“HFCA Act”means the Holding Foreign Companies Accountable Act.“HK$”or“HKD”or“Hong Kong Dollars”means Hong Kong dollar(s),the lawful currency of Hong Kong.“HK$-denominated Ordinary Shares”means the ordinary shares of the Company of par value 0.1 Hong Kong cent pe

138、r share prior to the commencement of the Reorganization Transactions.“Hong Kong”means the Hong Kong Special Administrative Region of the PRC.“Independent Directors Nominees”means the independent non-Executive Directors of our Company as of the date of this prospectus,unless otherwise stated.“Indepen

139、dent Third Party”means a person or company who or which is independent of and is not a 5%owner of,does not control and is not controlled by or under common control with any 5%ownerand is not the spouse or descendant(by birth or adoption)of any 5%owner of our Company.“IRO”means the Inland Revenue Ord

140、inance(Chapter 112 of the Laws of Hong Kong).“Memorandum”or“Memorandum of Association”means the memorandum of association of our Company adopted on May 5,2022,and as further supplemented,amended,or otherwise modified fromtime to time.“MPFSO”means the Mandatory Provident Fund Schemes Ordinance(Chapte

141、r 485 of the Laws of Hong Kong).“MWO”means the Minimum Wage Ordinance(Chapter 608 of the Laws of Hong Kong).“OLO”means the Occupiers Liability Ordinance(Chapter 314 of the Laws of Hong Kong).“Ordinary Shares”or“Shares”means the ordinary shares of the Company of par value$0.0005 per share.“OSHO”means

142、 the Occupational Safety and Health Ordinance(Chapter 509 of the Laws of Hong Kong).“PCAOB”means the Public Company Accounting Oversight Board.“PDPO”means the Personal Data(Privacy)Ordinance(Chapter 486 of the Laws of Hong Kong).“PEO”means the Product Eco-responsibility Ordinance(Chapter 603 of the

143、Laws of Hong Kong).“PHMSO”means the Public Health and Municipal Services Ordinance(Chapter 132 of the Laws of Hong Kong).“PRC”or“China”means the Peoples Republic of China,which,for the purpose of this prospectus,excludes Hong Kong,Macau Special Administrative Region and Taiwan.“Resale Shareholders”m

144、eans collectively Galaxy Shine Company Limited,Thrivors Holdings Limited,Hin Weng Samuel Lui,Siu Cheung Yeung,Wah Chau Yau and Lai Yee Joyce Chang,each a“ResaleShareholder”.“SEC”or“Securities and Exchange Commission”means the United States Securities and Exchange Commission.“Securities Act”means the

145、 U.S.Securities Act of 1933,as amended.“TDO”means the Trade Descriptions Ordinance(Chapter 362 of the Laws of Hong Kong).“U.S.”means the United States of America.“US$”,“$”or“USD”or“United States Dollars”means United States dollar(s),the lawful currency of the United States of America.“WPCO”means the

146、 Water Pollution Control Ordinance(Chapter 358 of the Laws of Hong Kong).4 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that may be important to you,and we urge you to read thisentire prospectus care

147、fully,including the“Risk Factors,”“Business”,“Managements Discussion and Analysis of Financial Condition and Results of Operations”and“Unaudited Pro Forma CondensedConsolidated Financial Information”sections and our consolidated financial statements and notes to those statements,included elsewhere i

148、n this prospectus,before deciding to invest in our Shares.Thisprospectus includes forward-looking statements that involve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements.”Our Mission Our mission is to serve quality and value-for-money Taiwanese cuisine to our customers.

149、Overview We are a full-service restaurant group in Hong Kong,specializing in Taiwanese hotpot and Taiwanese barbecue.As of the date of this prospectus,through our Hong Kong Operating Subsidiaries,we operate 12 restaurant outlets under our Master Beef and Anping Grill brands.Our Groups revenue is pri

150、marily generated from the Hong Kong Operating Subsidiaries operation of our Master Beef andAnping Grill restaurant outlets in Hong Kong.According to the Frost&Sullivan Report,in 2023,our Master Beef brand ranked first among the specialty hotpot restaurant chain brands and Taiwanesehotpot restaurant

151、chain brands in Hong Kong in terms of revenue,and our Group comprising our Master Beef and Anping Grill brands ranked first in the overall Taiwanese cuisine market in Hong Kongwith a market share of approximately 9.7%in terms of revenue.Our Groups history began in 2019 when our founders,namely Ms.Oi

152、 Wai Chau,Ms.Oi Yee Chau,Ms.Tsz Kiu So,Mr.Ka Chun Lam and Mr.Shing Yan Lee,identified the untapped potential ofthe mid-range Taiwanese hot pot market in the highly competitive dining scene of Hong Kong.They decided to capitalize on this opportunity by establishing a semi-self-service hotpot brand ca

153、lled“Master Beef Taiwanese Hotpot All You Can Eat”which focused on providing high-quality hotpot experiences with reasonable prices.The brands first restaurant was unveiled at King Wah Centre inMong Kok in Kowloon,Hong Kong and quickly gained popularity which we believe was due to us providing authe

154、ntic Taiwanese hotpot experience and excellent value for the money.We subsequently expanded during the COVID-19 pandemic period and established multiple brands,namely Anping Grill,Chubby Bento,Chubby Noodles and Bao Pot,diversifying its operationsinto Taiwanese grill,Taiwanese bento,Taiwanese noodle

155、s and Taiwanese stone pot.To streamline the corporate structure and recalibrate business strategies and resources,on May 14,2024,the Groupdisposed of its operations in Chubby Bento,Chubby Noodles and Bao Pot to Galaxy Shine Company Limited and Thrivors Holdings Limited,our principal shareholders.Imm

156、ediately prior to the disposal,we were operating three Chubby Bento outlets,two Chubby Noodles outlets and one Bao Pot outlet in Hong Kong.For the pro forma impact on our historical financial data,see“Unaudited Pro FormaCondensed Consolidated Financial Information”.Corporate Structure MasterBeef Gro

157、up is a holding company incorporated in the Cayman Islands.As a holding company with no material operations of its own,the Company conducts its operations in Hong Kongthrough its BVI wholly-owned subsidiaries,including Masterbeef Limited,Anping Grill Limited,Tak Moon Food Supplies(BVI)Limited,Taiwan

158、ese Sweeties Limited,House of Talent(BVI)Limited andGenerals Feast Limited,which in turn own wholly-owned subsidiaries in Hong Kong,including around 20 operating subsidiaries operating in Hong Kong(collectively the“Hong Kong OperatingSubsidiaries”),and one operating subsidiary operating in Taiwan(to

159、gether with the Hong Kong Operating Subsidiaries,the“Operating Subsidiaries”).The Shares offered in this offering are shares of theCompany,a Cayman Islands holding company and not shares of the Operating Subsidiaries.Investors in this offering will not directly hold equity interests in any of the Op

160、erating Subsidiaries.Appleby,our counsel as to the laws of the Cayman Islands,has advised us that there is uncertainty as to whether the courts of the Cayman Islands would(i)recognize or enforce judgments of U.S.courts obtainedagainst us or our Directors or Executive Officers that are predicated upo

161、n the civil liability provisions of the U.S.federal securities laws or the securities laws of any U.S.state,or(ii)entertain originalactions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S.federal securities laws or the securities laws

162、of any U.S.state.This structureinvolves unique risks to the investors,and in the event that our current corporate structure is no longer permissible under the applicable laws and regulations,it would likely result in a material change inthe Operating Subsidiaries operations and/or a material change

163、in the value of the Ordinary Shares being registered in this offering and it could cause the value of such securities to significantly decline orbecome worthless.The following chart summarizes our corporate structure upon completion of this offering(assuming the underwriters do not exercise their ov

164、er-allotment option):As a result of our corporate structure,MasterBeef Groups ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries.If the Operating Subsidiaries or any newlyformed ones incur debt on their own behalf in the future,the instruments governing their debt

165、may restrict their ability to pay dividends to our Company.5 Competitive Strengths We believe our success to date is primarily attributable to the following key competitive strengths:we are a market leader and have a strong brand identity;we,through the Operating Subsidiaries,provide high-quality fo

166、od and maintain consistency;we are able to achieve standardization and operational efficiency by having a central kitchen;we are committed to menu development,innovation and customer satisfaction;and we have a dedicated and experienced management team.Business Strategies Our principal objective is t

167、o sustain continuous growth in our business and strengthen our market position in the restaurant industry in Hong Kong with the following strategies:continue to strategically expand our restaurant network in Hong Kong and overseas;further streamline operation efficiency and increase profitability;an

168、d fully utilize our central kitchen to maximize its capabilities and drive profitability.Laws and Regulations We,through the Hong Kong Operating Subsidiaries,operate multiple restaurant outlets,a central kitchen and a central warehouse in Hong Kong and our business operations in Hong Kong aresubject

169、 to various local laws and regulations,including but not limited to,the FBR,the PHMSO,the WPCO,the EO,the ECO,the IRO and the PDPO.The FBR and the PHMSO:The operation of the restaurant outlets is conditional upon obtaining and maintaining valid restaurant licenses from the FEHD in compliance with th

170、e FBR and thePHMSO.Similarly,the operation of the central kitchen is conditional upon obtaining and maintaining a food factory license from the FEHD in compliance with the FBR.The WPCO:The Hong Kong Operating Subsidiaries restaurant operations produce sewage which may harm the environment and the di

171、scharge of such is regulated by the WPCO.The HongKong Operating Subsidiaries restaurant operations are required to maintain water pollution control licenses from the EPD and comply with the terms and conditions stipulated therein.The EO and the ECO:We,through the Hong Kong Operating Subsidiaries,emp

172、loy staff to support the operations,and the employment contracts with our staff are subject to the EO,whichgoverns employment relationship and general conditions.The Operating Subsidiaries are also required under the ECO to maintain employees compensation insurance for the staff.The IRO:Profits gene

173、rated from the Hong Kong Operating Subsidiaries business operations are subject to profits tax under the IRO.The PDPO:The Hong Kong Operating Subsidiaries may collect,retain,process and use personal data of their employees and members.Any handling of personal data by us is subject to thePDPO.Risks a

174、nd Challenges Investing in our Shares involves risks.The risks summarized below are qualified by reference to“Risk Factors”beginning on page 18 of this prospectus,which you should carefully considerbefore making a decision to purchase shares.If any of these risks actually occurs,our business,financi

175、al condition or results of operations would likely be materially adversely affected.In such case,thetrading price of our Shares would likely decline,and you may lose all or part of your investment.These risks include but are not limited to the following:We operate in a highly competitive industry.An

176、y failure to compete favorably could adversely affect our business,results of operations and financial condition.(See“Risk Factors RisksRelated to our Business and Industry”on page 18);Our success depends substantially on the market recognition of our brands.Any negative publicity or damage to our b

177、rands could adversely affect our business,results of operations and financialcondition.(See“Risk Factors Risks Related to our Business and Industry”on page 19);If our expansion plan proves to be unsuccessful,or if we fail to obtain sufficient funding for our expansion plans,our business,results of o

178、perations and growth prospects could be materiallyadversely affected.(See“Risk Factors Risks Related to our Business and Industry”on page 19);Our future success depends on our ability to meet customer expectations and anticipate and react to evolving customer preferences.(See“Risk Factors Risks Rela

179、ted to our Business andIndustry”on page 20);Opening new restaurant outlets may result in fluctuations in our financial performance,and the business,and results of operations of our existing restaurant outlets may be materially adverselyaffected if new restaurant outlets are opened nearby.(See“Risk F

180、actors Risks Related to our Business and Industry”on page 20);The limited choices of commercially attractive locations,failure to renew existing leases,breach of existing lease agreements or increase in rental expenses could materially adversely affect ourbusiness,results of operations and financial

181、 condition.(See“Risk Factors Risks Related to our Business and Industry”on page 20);6 Our results of operations may be adversely affected by unexpected closure or renovation of shopping malls or commercial buildings in which our restaurant outlets are located.(See“Risk Factors Risks Related to our B

182、usiness and Industry”on page 21);If our restaurant outlets do not meet our expectations,or the demographics or other characteristics of the surrounding area change adversely,our business and results of operations could beadversely affected.(See“Risk Factors Risks Related to our Business and Industry

183、”on page 21);We require various licenses,approvals and permits to operate our business.Any failure in obtaining or renewing any of the licenses,approvals and permits for our operations could materiallyadversely affect our business,results of operations and financial condition.(See“Risk Factors Risks

184、 Related to our Business and Industry”on page 21);We rely on individuals to hold all the liquor licenses of our restaurant outlets.(See“Risk Factors Risks Related to our Business and Industry”on page 22);We currently rely on our central kitchen to supply certain food ingredients used in our restaura

185、nt outlets.Any disruption of operations at our central kitchen could adversely affect our reputationand results of operations.(See“Risk Factors Risks Related to our Business and Industry”on page 22);Our operations are susceptible to fluctuation in the supply,quality or costs of food ingredients,whic

186、h could adversely affect our profit margins,business and results of operations.(See“RiskFactors Risks Related to our Business and Industry”on page 22);A large portion of our inventory is perishable.Failure to monitor our inventory effectively could affect our profit margins,business and results of o

187、perations.(See“Risk Factors Risks Relatedto our Business and Industry”on page 23);Our historical financial and operating results may not be indicative of future performance,and we may not be able to achieve and sustain the historical level of our Operating Subsidiaries revenueand profitability.(See“

188、Risk Factors Risks Related to our Business and Industry”on page 23);Our continuing and future success depends on our key personnel and our business could be adversely affected if we lose their services or they are unable to successfully manage our growingoperations.(See“Risk Factors Risks Related to

189、 our Business and Industry”on page 23);Our business and results of operations could be adversely affected by difficulties in recruitment and retention of our employees.(See“Risk Factors Risks Related to our Business and Industry”on page 23);Any failure of our information technology system or breache

190、s of our network security could interrupt our operations and adversely affect our business.(See“Risk Factors Risks Related to ourBusiness and Industry”on page 24);Unforeseeable business interruptions such as health epidemics could adversely affect our business operations.(See“Risk Factors Risks Rela

191、ted to our Business and Industry”on page 24);We face risks related to instances of food contamination and food-borne illnesses.(See“Risk Factors Risks Related to our Business and Industry”on page 24);The restaurant business may be subject to increasingly stringent licensing requirements and hygiene

192、standards,which could increase our operating costs.(See“Risk Factors Risks Related toour Business and Industry”on page 25);The restaurant business is required to comply with new and existing environmental protection laws and regulations,and it may have a material adverse impact on us.(See“Risk Facto

193、rs RisksRelated to our Business and Industry”on page 25);Macro-economic factors have had and may continue to have a material adverse effect upon our business,financial condition and results of operations.(See“Risk Factors Risks Related to ourBusiness and Industry”on page 25);Minimum wage requirement

194、s in Hong Kong could further increase and impact our staff costs in the future.(See“Risk Factors Risks Related to our Business and Industry”on page 26).7 Risks Related to Doing Business in Hong Kong A downturn in the Hong Kong or global economy could materially and adversely affect our Hong Kong Ope

195、rating Subsidiaries business and financial condition.(See“Risk Factors RisksRelated to Doing Business in Hong Kong”on page 26);All of our operations are in Hong Kong.However,the current PRC laws and regulations may influence our operations,which could result in a material change in our operations an

196、d/or the value ofour Ordinary Shares.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 26);The PRC government may intervene or influence our operations at any time,which could result in a material change in our operations and/or the value of our Ordinary Shares.(See“Risk Factors

197、 Risks Related to Doing Business in Hong Kong”on page 27);If the PRC government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers,additional compliance proceduresmay be required in connection with this offering,whi

198、ch would significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 27);Although we are based

199、 in Hong Kong,if we should become subject to the recent scrutiny,criticism and negative publicity involving U.S.-listed China-based companies,we may have to expendsignificant resources to investigate and/or defend the allegations,which could harm our Hong Kong Operating Subsidiaries business operati

200、ons,this offering and our reputation,and could resultin a loss of your investment in our Ordinary Shares if such allegations cannot be addressed and resolved favorably.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page27);There are political risks associated with conducting busin

201、ess in Hong Kong.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 28);The PRC laws,rules and regulations that apply or are to be applied to Hong Kong,and the enforcement of the same,can change quickly with little or no advance notice.And the Hong Kong legalsystem embodies uncer

202、tainties which could limit the availability of legal protections,which could result in a material change in our Hong Kong Operating Subsidiaries operations and/or the valueof the securities we are registering for sale.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 28);Changes

203、 in international trade policies,trade disputes,barriers to trade or the emergence of a trade war may have a material and adverse effect upon us.(See“Risk Factors Risks Related toDoing Business in Hong Kong”on page 28);The Company may rely on dividends and other distributions on equity paid by the O

204、perating Subsidiaries to fund any cash and financing requirements it may have,and any limitations orrestrictions,prohibitions,interventions on the ability of the Company or our Operating Subsidiaries by the PRC government to transfer cash or assets in or out of Hong Kong may result in thesefunds or

205、assets not being available to fund operations or for other uses outside of Hong Kong,which on the ability of the Operating Subsidiaries to make payments to the Company could have amaterial and adverse effect on the business.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 29);T

206、he PCAOB Determinations provides that if the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong,aSpecial Administrative Region and dependency of the PRC,because of a position taken by one or more authorities in China o

207、r Hong Kong,it could result in the prohibition of trading in oursecurities by not being allowed to list on a U.S.exchange,and as a result an exchange may determine to delist our securities,which would materially affect the interest of our investors.(See“RiskFactors Risks Related to Doing Business in

208、 Hong Kong”on page 29);The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region(the“Hong Kong National Security Law”)could impact our Hong Kongsubsidiaries,including one of our Operating Subsidiaries.(See“Risk Factors Risks Related to Doing Bus

209、iness in Hong Kong”on page 31);We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-basedissuers.Any failure to comply with applicable laws and regulations could have

210、a material and adverse effect on our business,financial condition and results of operations and may hinder ourability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.(See“Risk Factors Risks Related to Doin

211、gBusiness in Hong Kong”on page 31);The Hong Kong legal system is subject to uncertainties which could limit the legal protections available to us.(See“Risk Factors Risks Related to Doing Business in Hong Kong”on page 33).Risks Related to Litigation,Laws and Regulation and Governmental Matters Our op

212、erations are subject to laws and regulations.Any failure to comply with and adapt to the latest legal and regulatory requirements could result in penalties or otherwise adversely impact ourbusiness.(See“Risk Factors Risks Related to Litigation,Laws and Regulation and Governmental Matters”on page 33)

213、;Failure to comply with data privacy,data protection and cybersecurity laws and regulations could have a materially adverse effect on our reputation,results of operations or financial condition,orhave other adverse consequences.(See“Risk Factors Risks Related to Litigation,Laws and Regulation and Go

214、vernmental Matters”on page 33);Unfavorable global and regional economic,political and health conditions could adversely affect our business,financial condition or results of operations.(See“Risk Factors Risks Related toLitigation,Laws and Regulation and Governmental Matters”on page 33);8 Potential c

215、laims from customers or employees could have a material adverse effect on our business.(See“Risk Factors Risks Related to Litigation,Laws and Regulation and GovernmentalMatters”on page 33);It will be difficult to obtain jurisdiction and enforce liabilities against our officers,Directors and assets o

216、utside the United States.(See“Risk Factors Risks Related to Litigation,Laws andRegulation and Governmental Matters”on page 34).Risks Related to Being a Public Company Public company compliance may make it more difficult to attract and retain officers and Directors.(See“Risk Factors Risks Related to

217、Being a Public Company”on page 34);We have no experience operating as a public company.(See“Risk Factors Risks Related to Being a Public Company”on page 34);We will be subject to changing laws,rules and regulations in the U.S.regarding regulatory matters,corporate governance and public disclosure th

218、at will increase both our costs and the risksassociated with non-compliance.(See“Risk Factors Risks Related to Being a Public Company”on page 34);We are a foreign private issuer and,as a result,are not subject to U.S.proxy rules but are subject to Exchange Act reporting obligations that,to some exte

219、nt,are more lenient and less frequent thanthose of a U.S.issuer.(See“Risk Factors Risks Related to Being a Public Company”on page 35);Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have less protection than

220、 you would have if wewere a domestic issuer.(See“Risk Factors Risks Related to Being a Public Company”on page 35);We may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses.(See“Risk Factors Risks Related to Being a Public Company”onpa

221、ge 35);As a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governance matters that may differ significantly from Nasdaqcorporate governance listing standards.These practices may afford less protection to shareholders than

222、they would enjoy if we complied fully with Nasdaq corporate governance listing standards.(See“Risk Factors Risks Related to Being a Public Company”on page 36);You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we a

223、re incorporated under Cayman Islands law.(See“RiskFactors Risks Related to Being a Public Company”on page 36).Risks Related to Ownership of our Securities Investors in this offering will experience immediate and substantial dilution in net tangible book value.(See“Risk Factors Risks Related to Owner

224、ship of our Securities”on page 37);Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Shares in the public market could cause the price of our Ordinary Shares to decline.(See“Risk Factors Risks Related to Ownership of our Securities”on page 37);Because we do n

225、ot expect to pay dividends in the foreseeable future,you must rely on price appreciation of our Ordinary Shares for a return on your investment.(See“Risk Factors RisksRelated to Ownership of our Securities”on page 37);Our Ordinary Shares will be subject to potential delisting if we do not meet or co

226、ntinue to maintain the listing requirements of Nasdaq.(See“Risk Factors Risks Related to Ownership of ourSecurities”on page 38);There has been no prior public trading market for our Ordinary Shares and an active trading market may not develop or be sustained following this offering.(See“Risk Factors

227、 Risks Related toOwnership of our Securities”on page 38);The market price of our equity securities may be volatile,and your investment could suffer or decline in value.(See“Risk Factors Risks Related to Ownership of our Securities”on page 38);In the event that our Ordinary Shares are listed on Nasda

228、q,our share price could fall and we could be delisted in which case broker-dealers may be discouraged from effecting transactions in ourOrdinary Shares because they may be considered penny stocks and thus be subject to the penny stock rules.(See“Risk Factors Risks Related to Ownership of our Securit

229、ies”on page 39);We may issue preferred shares,the terms of which could adversely affect the voting power or value of Ordinary Shares.(See“Risk Factors Risks Related to Ownership of our Securities”onpage 40);If securities analysts were to downgrade our Shares,publish negative research or reports or f

230、ail to publish reports about our business,our competitive position could suffer,and our share price andtrading volume could decline.(See“Risk Factors Risks Related to Ownership of our Securities”on page 40);The requirements of being a public company,including compliance with the reporting requiremen

231、ts of the Exchange Act,and the requirements of the Sarbanes-Oxley Act,may strain ourresources,increase our costs and divert managements attention,and we may be unable to comply with these requirements in a timely or cost-effective manner.(See“Risk Factors RisksRelated to Ownership of our Securities”

232、on page 40);9 Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness in the future,whichcould have a significant and adverse effect on our business,financial condition,results of op

233、erations and reputation.(See“Risk Factors Risks Related to Ownership of our Securities”on page40);Management will have broad discretion over the use of our proceeds from this offering.(See“Risk Factors Risks Related to Ownership of our Securities”on page 41);For as long as we are an emerging growth

234、company,we will not be required to comply with certain requirements that apply to other public companies.(See“Risk Factors Risks Related toOwnership of our Securities”on page 41).Holding Foreign Companies Accountable Act The HFCA Act was enacted on December 18,2020.The HFCA Act states if the SEC det

235、ermines that a company has filed audit reports issued by a registered public accounting firm that has notbeen subject to inspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securities exchange or in the over

236、-the-counter trading market in the United States.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act.A company will be required tocomply with these rules if the SEC identifies it as having a“non-insp

237、ection”year under a process to be subsequently established by the SEC.The SEC is assessing how to implement other requirements ofthe HFCA Act,including the listing and trading prohibitions described above.On December 23,2022,the Accelerating HFCA Act(the“Accelerating HFCA Act”)was signed into law,wh

238、ich amended the HFCA Act by requiring the SEC to prohibit an issuers securitiesfrom trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.On December 29,2022,the Consolidated Appropriations Act wassigned into law by President

239、 Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to the Accelerating HFCA Act,which reduces the number of consecutivenon-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.On December 2,2021,the SEC issue

240、d amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that the SECidentifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction a

241、nd that PCAOB is unable to inspect or investigatecompletely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,PCAOB announced the PCAOB HFCA Act determinations(the“PCAOB Determinations”)relating to the PCAOBs inability to inspect or investigate completelyregist

242、ered public accounting firms headquartered in mainland China or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or more authorities inthe PRC or Hong Kong.The PCAOB Determinations provide that if the PCAOB is unable to inspect or investigate com

243、pletely registered public accounting firms headquartered in mainland China or HongKong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or more authorities in mainland China or Hong Kong,it could result in the prohibition of trading inour securities by not

244、 being allowed to list on a U.S.exchange,and as a result an exchange may determine to delist our securities,which would materially affect the interest of our investors.Our auditor,Onestop Assurance PAC,the independent registered public accounting firm that issues the audit report included in this pr

245、ospectus,as an auditor of companies that are traded publiclyin the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess.Onestop Assurance PAC isheadquartered in Singapore and has been inspected b

246、y the PCAOB on a regular basis,with the last inspection in April 2022.Therefore,we believe that,as of the date of this prospectus,our auditor is notsubject to the PCAOB Determinations.See“Risk Factors Risks Relating to Securities and this Offering The PCAOB Determinations provides that if the PCAOB

247、is unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or moreauthorities in mainland China or Hong Kong it could result in the prohibit

248、ion of trading in our securities by not being allowed to list on a U.S.exchange,and as a result an exchange may determine todelist our securities,which would materially affect the interest of our investors.”on page 29.We cannot assure you whether Nasdaq or other regulatory authorities will apply add

249、itional or more stringentcriteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.10 On August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)with the CSRC and the Ministry of Finance of the Peoples Republic of China.The S

250、OP,together with two protocolagreements governing inspections and investigations,establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based inmainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PC

251、AOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previousDetermination Report,which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms

252、 based in mainland China or Hong Kong.However,if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,then thecompanies audited by those registered public accounting firms could be su

253、bject to a trading prohibition on U.S.markets pursuant to the HFCA Act.Corporate Information We were incorporated in the Cayman Islands as an exempted company on May 5,2022.Our registered office in the Cayman Islands is at Windward 3,Regatta Office Park,PO Box 1350,GrandCayman KY1-1108,Cayman Island

254、s.Our principal executive office is at Unit 1509-10,Tower 1,Ever Gain Plaza,88 Container Port Road,Kwai Chung,New Territories,Hong Kong.Our telephonenumber at this location is(852)3953 9388.Our principal website address is https:/masterbeef.hk.The information contained on our website does not form p

255、art of this prospectus.Our agent for service ofprocess in the United States is Puglisi&Associates,850 Library Avenue,Suite 204,Newark,Delaware 19711.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as a shareholder,and your abili

256、ty to protect your rights through the U.S.federal court system may be limited.Please refer to the sections entitled“Risk Factors”and“Enforceability of Civil Liabilities”for more information.Implications of Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue durin

257、g our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companie

258、s.These provisionsinclude:being permitted to provide only two years of selected financial information(rather than five years)and only two years of audited financial statements(rather than three years),in addition toany required unaudited interim financial statements,with correspondingly reduced“Mana

259、gements Discussion and Analysis of Financial Condition and Results of Operations”disclosure;and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act,on the effectiveness of our internal control over financial reporting.We may take advantage of these reporti

260、ng exemptions until we are no longer an emerging growth company.We will remain an emerging growth company until the earliest of(1)the last day of thefiscal year in which the fifth anniversary of the completion of this offering occurs,(2)the last day of the fiscal year in which we have total annual g

261、ross revenue of at least US$1.235 billion,(3)the date onwhich we are deemed to be a“large accelerated filer”under the Exchange Act,which means the market value of our Shares that are held by non-affiliates exceeds US$700.0 million as at the priorDecember 31,and(4)the date on which we have issued mor

262、e than US$1.0 billion in non-convertible debt during the prior three-year period.We may choose to take advantage of some,but not all,of theavailable exemptions.We have included two years of selected financial data in this prospectus in reliance on the first exemption described above.Accordingly,the

263、information contained herein may bedifferent from the information you receive from other public companies in which you hold stock.11 Implications of Being a“Controlled Company”Upon completion of this offering,our issued and outstanding shares will consist of Ordinary Shares.We will be a controlled c

264、ompany as defined under the Nasdaq Capital MarketCompany Guide Section 801(a),immediately after the completion of this offering,Oi Wai Chau,Oi Yee Chau,Hee Shun Chung,Man Kit Leung,Yuk Ming Chan and Galaxy Shine Company Limited,collectively known as our controlling shareholders,will own approximatel

265、y Ordinary Shares,or%of our total issued and outstanding Ordinary Shares,representing approximately%of the total voting power.Consequently,our controlling shareholders will have the ability to determine all matters requiring approval by shareholders.Because we will be a“controlledcompany”within the

266、meaning of the Nasdaq Capital Market Rules,we are eligible for certain exemptions from the corporate governance requirements of the Nasdaq Capital Market listing rules.For solong as we remain a controlled company as defined under Nasdaq Capital Market Rules,we are exempt from,and our shareholders ge

267、nerally are not provided with the benefits of,some of the NasdaqStock Market corporate governance requirements,including that:a majority of our board of directors must be independent directors;our compensation committee must be composed entirely of independent directors;and our corporate governance

268、and nomination committee must be composed entirely of independent directors.However,as of the date of this prospectus,we intend to have a majority of independent directors,a compensation committee that is composed entirely of independent directors and our corporategovernance and nomination committee

269、 that is composed entirely of independent directors and do not intend to avail ourselves of any of these exemptions available to controlled companies.Implications of Being a Foreign Private Issuer Upon completion of this offering,we will report under the Exchange Act as a non-U.S.company with foreig

270、n private issuer status.Even after we no longer qualify as an emerging growthcompany,as long as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of t

271、he Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profi

272、t from trades made in a short periodof time;and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission,or the SEC,of quarterly reports on Form 10-Q containing unaudited financial and otherspecified information,or current reports on Form 8-K,upon the occurre

273、nce of specified significant events.Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,even if we no longer qualify as anemerging growth company but remain a foreign private issuer,we will continue to be

274、 exempt from the more stringent compensation disclosures required of companies that are neither emerging growthcompanies nor foreign private issuers.In addition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governanc

275、e matters that may differ significantlyfrom the corporate governance listing requirements of the Nasdaq.These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listingrequirements of the Nasdaq.As of the date of this prospectus,

276、the Company does not intend to rely upon any home country requirements,but may elect to do so in the future.12 Holding Company Structure We are a holding company incorporated in the Cayman Islands with no material operations of our own,and we conduct our operations primarily in Hong Kong through the

277、 Hong Kong OperatingSubsidiaries.This is an offering of the ordinary shares of MasterBeef Group,the holding company in the Cayman Islands,instead of the shares of any of the Operating Subsidiaries.Investors in thisoffering will not directly hold any equity interests in any of the Operating Subsidiar

278、ies.As a result of our corporate structure,MasterBeef Groups ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries.If the Operating Subsidiaries or any newlyformed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict thei

279、r ability to pay dividends to the Company.Transfers of Cash to and From Our Subsidiaries Our management closely monitors the cash position of our Group to ensure it has the necessary funds to fulfill its obligations for the foreseeable future and to ensure adequate liquidity.In theevent that there i

280、s a need for cash or a potential liquidity issue,it will be reported to our Chief Financial Officer and subject to approval by our Board.The ability of MasterBeef Group to transfer cash to its subsidiaries is subject to the following:subject to due corporate authorization in accordance with the memo

281、randum and articles ofassociation of MasterBeef Group and MasterBeef Group being solvent and able to pay its debts,MasterBeef Group is permitted under the laws of the Cayman Islands and its memorandum and articles ofassociation(as amended from time to time)to provide funding to our subsidiaries inco

282、rporated in the BVI and Hong Kong through loans or capital contributions.MasterBeef Groups subsidiaries formedunder the laws of the BVI(the“BVI Subsidiaries”)are permitted under the laws of the BVI to provide funding to our Hong Kong Operating Subsidiaries subject to certain restrictions laid down i

283、n the BVIBusiness Companies Act(as amended)and memorandum and articles of association of the relevant MasterBeef Groups subsidiary incorporated under the laws of the BVI.The ability of the BVI Subsidiaries,the direct subsidiaries of MasterBeef Group,to transfer cash to MasterBeef Group is subject to

284、 the following:according to the BVI Business Companies Act(as amended),the BVI Subsidiaries may make dividends distribution to the extent that immediately after the distribution,the value of the companys assets exceeds its liabilities and that such company isable to pay its debts as they fall due.Th

285、e ability of MasterBeef Groups subsidiaries incorporated in Hong Kong(the“Hong Kong Subsidiaries”)to transfer cash to the BVI Subsidiaries is subject to the following:according to theCompanies Ordinance of Hong Kong,the Hong Kong Subsidiaries may only make a distribution out of profits available for

286、 distribution.We did not adopt or maintain any cash management policies andprocedures as of the date of this prospectus.Currently,all of our operations are in Hong Kong.Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the

287、Basic Law.The arrangement provides Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems”and a distinct set of laws and regulations.The laws and regulations of mainland Ch

288、ina do not currently have any impact on transfer of cash from MasterBeef Group to our Hong KongSubsidiaries or from our Hong Kong Subsidiaries to MasterBeef Group and U.S.investors.There are currently also no restrictions or limitations under the laws of Hong Kong imposed on the conversion ofHKD int

289、o foreign currencies and the remittance of currencies out of Hong Kong,nor is there any restriction on any foreign exchange to transfer cash between MasterBeef Group and our Hong KongSubsidiaries,across borders and to U.S.investors,nor there are any restrictions and limitations to distribute earning

290、s from our Hong Kong Subsidiaries to MasterBeef Group and U.S.investors andamounts owed.Further,there can be no assurance that the flow of cash in or out of Hong Kong would not be restricted or prohibited.To the extent the Companys cash or assets in the business are in HongKong or a Hong Kong entity

291、,the Companys funds or assets may,in the future,not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of the Company and our Operating Subsidiaries by the PRC government to transfer cash or as

292、sets.Any restrictions,prohibitions,interventions or limitations on theability of the Company or our Operating Subsidiaries to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside ofHong Kong,which could ha

293、ve a material adverse effect on our ability to conduct our business.During the years ended December 31,2023 and 2022 and the six months ended June 30,2024,MasterBeef Group,the BVI Subsidiaries and the Operating Subsidiaries have not distributed anycash dividends or made any other cash distributions.

294、During the years ended December 31,2023 and 2022 and the six months ended June 30,2024,the cash transfers among the Operating Subsidiaries are summarized below:Purchase of food ingredients Tak Moon Food Supplies Limited,the Operating Subsidiary responsible for the purchase of food ingredients from e

295、xternal suppliers mainly in Hong Kong,received approximatelyHK$187,730,000,HK$154,934,000 and HK$98,997,000 in the financial years ended December 31,2023 and 2022 and the six months ended June 30,2024,respectively,from the other OperatingSubsidiaries as payments and deposits for their food supplies.

296、Tak Mei Food Supplies Limited,a subsidiary of the Company responsible for the purchase of food ingredients from external suppliers mainlyin Taiwan,received approximately HK$12,553,000,HK$17,696,000 and HK$7,734,000 in the financial years ended December 31,2023 and 2022 and the six months ended June

297、30,2024,respectively,from Tak Moon Food Supplies Limited as payments for its food supplies.Management fees House of Talent Limited,the Operating Subsidiary responsible for human resources functions of the Group,received approximately HK$160,902,000,HK$135,812,000 and HK$81,618,000 in thefinancial ye

298、ars ended December 31,2023 and 2022 and the six months ended June 30,2024,respectively,from the other Operating Subsidiaries as management fees for the provision of manpowerresources to the other Operating Subsidiaries.Funding and deposits Approximately HK$67,719,000,HK$8,500,000 and HK$50,600,000 w

299、ere transferred among the Operating Subsidiaries in the financial years ended December 31,2023 and 2022 and the sixmonths ended June 30,2024,respectively,primarily for(i)funding the initial set up costs of certain new restaurants by the relevant Operating Subsidiaries,(ii)consolidating idle cash fro

300、m variousOperating Subsidiaries for the purpose of making time deposit placements,and(iii)reallocating the idle cash to various Operating Subsidiaries upon maturity of the time deposit placements.Miscellaneous Approximately HK$7,713,000,HK$2,510,000 and HK$7,986,000 were transferred among the Operat

301、ing Subsidiaries in the financial years ended December 31,2023 and 2022 and the six monthsended June 30,2024,respectively,primarily for various other purposes,including but not limited to(i)the repayments of miscellaneous expenses(such as renovation and design costs,advertising andmarketing expenses

302、,professional service fees,cleaning expenses and printing expenses)paid on behalf of certain Operating Subsidiaries by the other Operating Subsidiaries,and(ii)the resale ofequipment among certain Operating Subsidiaries.13 We currently intend to retain all available funds and future earnings,if any,f

303、or the operation and expansion of our business and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend policy will be made at the discretion of our Board after considering our financial condition,results of operations,capital

304、requirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained in any future financing instruments.If we determine to pay dividends on any of our ordinary shares in the future,as a holding company,we will be

305、dependent on receipt of funds from our subsidiaries by way of dividend payments.Subject to due corporate authorization in accordance with the memorandum and articles of association of MasterBeef Group and MasterBeef Group being solvent and able to pay its debts,MasterBeefGroup is permitted under the

306、 laws of Cayman Islands and its memorandum and articles of association(as amended from time to time)to provide funding to its subsidiaries through loans or capitalcontributions.Our Hong Kong Subsidiaries are permitted under the laws of Hong Kong to provide funding to MasterBeef Group through dividen

307、d distributions subject to certain statutory requirements ofhaving sufficient profits.Subject to Hong Kong law,the Companies Act and our Amended and Restated Memorandum and Articles of Association,our Company in general meeting may declare dividends in any currency,but no dividends shall be declared

308、 in excess of the amount recommended by our Board.Subject to a solvency test,as prescribed in the Companies Act,and the provisions,if any,of the companysmemorandum and articles of association,a company may pay dividends and distributions out of its share premium account.In addition,dividends may be

309、paid out of profits available on a company level.The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.Under Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated rea

310、lized losses)or other distributable reserves,as permittedunder Hong Kong law.Dividends cannot be paid out of share capital.There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currenciesand the remittance of currencies out of Hong Ko

311、ng,nor is there any restriction on foreign exchange to transfer cash between MasterBeef Group and its subsidiaries,across borders and to U.S.investors,nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries,to MasterBeef Group and U.S.investors and am

312、ounts owed.Under the current practice of the InlandRevenue Department of Hong Kong,no tax is payable in Hong Kong in respect to dividends paid by us.Further,there are no restrictions or limitation under the laws of Hong Kong imposed on theconversion of HK$into foreign currencies and the remittance o

313、f currencies out of Hong Kong or across borders and to U.S.investors.The PRC laws and regulations do not currently have any impact ontransfer of cash from MasterBeef Group to our Hong Kong Subsidiaries nor from our Hong Kong Subsidiaries to MasterBeef Group,our shareholders or U.S.investors.However,

314、in the future,funds maynot be available to fund operations or for other use outside of Hong Kong,due to the imposition of restrictions and limitations on our ability or on our subsidiarys ability to transfer cash.Any limitation onthe ability of our subsidiary to make payments to us could have a mate

315、rial adverse effect on our ability to conduct our business and might materially decrease the value of our ordinary shares or cause themto be worthless.Currently,all of our operations are in Hong Kong through the Hong Kong Subsidiaries.We do not have or intend to set up any subsidiary or enter into a

316、ny contractual arrangements toestablish a VIE structure with any entity in mainland China.Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in theBasic Law of the Hong Kong Special Administrative Region of the Peoples Re

317、public of China,or the Basic Law,providing Hong Kong with a high degree of autonomy and executive,legislative andindependent judicial powers,including that of final adjudication under the principle of“one country,two systems”.The PRC laws and regulations do not currently have any material impact on

318、transfer ofcash from MasterBeef Group to our Hong Kong Subsidiaries nor from our Hong Kong Subsidiaries to MasterBeef Group and U.S.investors.However,in the future,restrictions or limitations may beimposed on our ability to transfer money out of Hong Kong,to distribute earnings and pay dividends to

319、and from the other entities within our organization,or to reinvest in our business outside of HongKong.Such restrictions and limitations,if imposed in the future,may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our HongKong Op

320、erating Subsidiaries.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,that restrict or otherwise unfavorably impact the abilityor way we conduct our business,could require us to change certain aspects of our business to ensure compli

321、ance,which could decrease demand for our services,reduce revenues,increase costs,require usto obtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To the extent any new or more stringent measures are required to be implemented,our business,financialcondition

322、 and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares,potentially rendering it worthless.14 Permission Required from Hong Kong and PRC Authorities As of the date of this prospectus,(i)our Hong Kong Subsidiaries have receiv

323、ed all requisite permissions and approvals for the operation of our business in Hong Kong,including but not limited tothe business registration certificate issued by the Hong Kong Business Registration Office,and no such permissions and approvals have been denied,(ii)in the opinion of our Hong Kong

324、legal counsel,Taylor Wessing,neither MasterBeef Group nor any of our Hong Kong Subsidiaries is required to obtain any permission or approval from Hong Kong authorities to issue our Ordinary Shares to foreigninvestors,and(iii)in the opinion of our PRC legal counsel,Jingtian&Gongcheng,we are also not

325、required to obtain permissions or approvals from any PRC authorities before listing in the United Statesand to issue our Ordinary Shares to foreign investors or operate our business as currently conducted,including the CSRC,the CAC,or any other governmental agency that is required to approve ouroper

326、ations,because(a)the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the Trial Measures;(b)our HongKong Subsidiaries were established and operate in Hong Kong and are not included in the categories of ind

327、ustries and companies whose foreign securities offerings are subject to review by the CSRC orthe CAC;(c)the Company confirmed that our Hong Kong Subsidiaries have not collected or stored any data(including certain personal information)from PRC individuals or organizations;(d)theCompany confirmed tha

328、t our Hong Kong Subsidiaries are not operators of key information infrastructure;(e)the Company confirmed that our Hong Kong Subsidiaries do not possess personal informationon more than one million users in our business operations;and(f)the Company confirmed that data processed in our business does

329、not have a bearing on national security,economy operation,socialstability or public health and security and thus may not be classified as core or important or significant data by the authorities,we would not be subject to review by the CAC.Hong Kong is a special administrative region of the PRC and

330、the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law,which serves as Hong Kongs constitution.TheBasic Law provides Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle o

331、f“one country,twosystems”and a distinct set of laws and regulations.The PRC laws and regulations do not currently have any direct impact on our business,financial condition or results of operations.However,there is noassurance that there will not be any changes in the economic,political and legal en

332、vironment in Hong Kong in the future.In the event that(i)the PRC government exerts more oversight and control overofferings that are conducted overseas and/or foreign investments in China-based issuers and expands the categories of industries and companies whose foreign securities offerings are subj

333、ect to review bythe CSRC or the CAC and that we are required to obtain such permissions or approvals,(ii)we concluded that relevant permissions or approvals were not required but the PRC authorities take a contraryview or that we did not receive or maintain relevant permissions or approvals required,or(iii)applicable laws,regulations,or interpretations change and require us to obtain such permissi