<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            November 19, 2024

Ka Chun Lam
Chief Executive Officer
MasterBeef Group
Unit 1509-10, Tower 1, Ever Gain Plaza
88 Container Port Road
Kwai Chung, New Territories, Hong Kong

       Re: MasterBeef Group
           Registration Statement on Form F-1
           Filed November 12, 2024
           File No. 333-283142
Dear Ka Chun Lam:

       We have reviewed your registration statement and have the following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
Capitalization, page 44

1.     You currently have a pro forma basis column for certain reorganization
transactions
       which appear to be reflected in the balance sheet as of June 30, 2024.
Please revise to
       eliminate this pro forma basis column, or tell us why this presentation
is appropriate.
 November 19, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 49

2.     Where you discuss your profit for the six months ended June 30, 2024,
acknowledge
       that it was due to a one-time gain on the sale of certain of your
subsidiaries. Also,
       disclose that because such disposal occurred in May, you expect your
revenues and
       profit will reflect a decline for the period ended December 31, 2024,
given that you
       disposed of the brands that saw an increase in revenue for the six month
period ended
       June 30, 2024, if true.
Comparison of the Six Months Ended June 30, 2024 and 2023
Other Income and Gains, page 51

3.     You partially attribute the increase in other income and gains to the
increase in
       income generated from suppliers    rebate. Please tell us how this
presentation is
       consistent with paragraph 11 of IAS 2 which states rebates should be
deducted in
       determining the costs of purchase of inventories, or revise.
Raw Materials and Consumables Used, page 51

4.     You disclose that the increase in raw materials and consumables used
costs as a
       percentage of revenue was primarily driven by the decrease in catering
income. Please
       revise to disclose the underlying reasons, factors, and/or trends behind
the change in
       the relationship between costs and revenues rather than a mathematical
rationale.
       Make a similar change for your staff cost as a percentage of revenue
fluctuation
       explanation on page 52.
Unaudited Interim Condensed Consolidated Statement of Profit or Loss for the
Six-Month
Ended June 30, 2024 and 2023, page F-2

5.     You present separately impairment of property, plant and equipment and
impairment
       of right-of-use assets for the six-month ended June 30, 2023 which
relate to certain
       Chubby Bento restaurant outlets which were subsequently disposed. Please
revise
       your interim income statement presentation to be consistent with the
consolidated
       statements of profit and loss for the years ended December 31, 2023 and
       2022 (i.e. impairment loss in respect of assets held for sale) in
accordance with
       paragraph 45 of IAS 1. Make corresponding changes throughout the filing.
Revise to
       disclose relevant information regarding impairment loss in respect of
assets held for
       sale balance for the six-month ended June 30, 2023 in the notes to the
interim
       financial statements in accordance with paragraph 112(c) of IAS 1.
 November 19, 2024
Page 3
Unaudited Interim Condensed Consolidated Statement of Cash Flows for the
Six-Month
Ended June 30, 2024 and 2023, page F-7

6.     Please tell us your consideration of presenting the line item "bank
balances and cash
       transfer to assets classified as held for sale" for the interim period
ended June 30,
       2023 in accordance with paragraph 10 of IAS 34, or revise.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
For the Six-Month Ended June 30, 2024 and 2023
5. Other Expenses, page F-13

7.     You disclose that administrative expenses include freight charges.
Please tell us
       freight charges amounts for all periods presented and whether these
freight charges
       relate to transport, handling, and other costs directly attributable to
the acquisition of
       finished goods, and materials, or other costs incurred in bringing the
inventories to
       their present location and condition. If so, tell us how this
presentation is consistent
       with paragraphs 10 and 11 of IAS 2, or revise.
13. Share Capital, page F-19

8.     Please address the following:
           Given the reorganization transactions, revise to disclose that your
ordinary shares
           are now denominated in US dollar and at $0.0005 per share.
           Given multiple transactions during the interim period, revise to
provide a
           reconciliation of the number of shares outstanding at the beginning
and at the end
           of the period for the periods presented.
           Revise to provide additional relevant information regarding all
issuances and
           repurchases of your share capital, including amount paid/received,
           counterparties to issuances/repurchases, whether the counterparty is
a related
           party, whether any the transactions were considered as compensation
expenses or
           capital contributions, etc.
18. Related Party Transactions, page F-22

9.     Please revise to disclose the terms and conditions of related party
transactions
       outstanding balances (i.e. amounts due to directors and amounts due to a
related
       company) in accordance with paragraph 18(b)(i) of IAS 24.
Resale Prospectus Alternate Page, page Alt-1

10.    Please expand the disclosure in your resale prospectus to clearly state
the price that
       each Resale Shareholder paid for the shares being registered for resale.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 November 19, 2024
Page 4

statement.




       Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:   David Stefanski
</TEXT>
</DOCUMENT>
