MasterBeef Group美股招股说明书(2025-04-10版)

1,815,000 Shares This prospectus relates to the resale of 375,000 Shares held by Hin Weng Samuel Lui, 720,000 Shares held by Siu Cheung Yeung and 720,000 Shares held by Wah Chau Yau (collectively the“Resale Shareholders”). We will not receive any of the proceeds from the sale of Shares by the Resale Shareholders. The Resale Shareholders will not make any sales of their Shares until the Shares are listed on Nasdaq and once trading of the Shares begins, any such Shares will be made at market prices.Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take placein ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiatedbrokerage fees or commissions may be paid by the Resale Shareholders. No sales of the Shares covered by this prospectus shall occur until the shares sold in our initial public offering begin trading onthe Nasdaq. On March 31, 2025, a registration statement under the Securities Act with respect to our initial public offering of Shares was declared effective by the Securities and Exchange Commission. Wereceived approximately US$5,650,000 in net proceeds from the offering after payment of underwriting discounts and estimated expenses of the offering. Concurrent with our initial public offering, our Shares were listed on the Nasdaq under the symbol “MB.” 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 of thisprospectus. Any representation to the contrary is a criminal offense. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reportingrequirements. Investing in our Shares involves a high degree of risk, including the risk of losing your entire investment. SeeRisk Factorsbeginning on page 18 of the initial public offeringprospectus which forms part of the registration statement on Form F-1 initially filed with SEC on November 12, 2024 (the “Public Offering Prospectus”) to read about factors you shouldconsider before buying our Shares. The Company is a holding company incorporated in the Cayman Islands. As a holding 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 General’sFeast Limited, which 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 one operating subsidiary operating in Taiwan (together with the Hong Kong Operating Subsidiaries, the “Operating Subsidiaries”). The Shares offered in this offering are shares of the Company, aCayman Islands 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 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 certain 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 materialchange 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 Company’soperations are primarily located in Hong Kong. As of the date of this prospectus, we do not expect 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 weare subject may change. See “Transfers of Cash to and From Our Subsidiaries” on page 13 of the Public Offering Prospectus. Recently, the PRC government initiated a series of regulatory actions andmade a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the sec