MASTERBEEF GROUP
For the period ended Jun 30, 2025. Filed Dec 19, 2025.
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Jun 30, 2025 · Filed Dec 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the six month period ended
June 30,2025
Commission File Number:001-42565
MASTERBEEF GROUP
(Exact name of Registrant as specified in its charter)
**Unit 1509-10, Tower 1, Ever Gain Plaza
88 Container Port Road
Kwai Chung, New Territories, Hong Kong
** (Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
TABLE OF CONTENTS
| Page | |
|---|---|
| Overview | 1 |
| Key Factors Affecting the Results of Our Group’s Operations | 2 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Liquidity and Capital Resources | 7 |
| Working Capital | 7 |
| Capital Expenditures and Commitments | 10 |
| Related Party Transactions | 11 |
| Significant Accounting Policies and Estimates | 11 |
| Quantitative and Qualitative Disclosures about Market Risk | 13 |
| Signatures | 14 |
| Financial Statements | F-1 |
REFERENCES
In this Report, “China” refers to all parts of the People’s Republic of China, including the Special Administrative Region of Hong Kong. The terms “we,” “our,” “us” and the “Company” refer to MasterBeef Group and, where the context so requires or suggests, our direct and indirect subsidiaries. Our direct and indirect subsidiaries are our British Virgin Islands wholly-owned subsidiaries: Masterbeef Limited, Anping Grill Limited, Tak Moon Food Supplies (BVI) Limited, Taiwanese Sweeties Limited, House of Talent (BVI) Limited and General’s 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 Operating Subsidiaries”), and one operating subsidiary operating in Taiwan (together with the Hong Kong Operating Subsidiaries, the “Operating Subsidiaries”). “Group,” “our Group,” “we,” “us,” or “our” means our Company and its subsidiaries or any of them.
Chubby Bento Limited and Bao Pot Taiwanese Claypot Limited, and its operating subsidiaries, collectively referred as the “Disposal Groups”.
“Initial Public Offering” or “IPO” refers to the closing on April 11, 2025 of our initial public offering of 2,000,000 Ordinary Shares at a public offering price of $4.00 for total gross proceeds of $8,000,000.
We also simultaneously registered 1,815,000 Ordinary Shares on behalf of reselling shareholders pursuant to a resale prospectus. The resale offering was not part of, and was not conducted with the firm commitment public offering. It did not take place until our Ordinary Shares were listed on the Nasdaq Capital Market, which was April 10, 2025. We have not nor will not receive any proceeds from the sale of Ordinary Shares by the Resale Shareholders.
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