July 31, 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
           Draft Registration Statement on Form F-1
           Submitted July 3, 2024
           CIK No. 0002027265
Dear Ka Chun Lam:

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

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
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 the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form F-1
Cover Page

1.     Please revise your discussion of the HFCA Act to reflect amendments to
the HFCA Act,
       such as the Consolidated Appropriations Act, 2023, including that the
number of "non-
       inspection years" has decreased from three years to two years, and thus,
has reduced the
       time before your securities may be prohibited from trading or delisting.
Please also update
       your related disclosure beginning on page 10.
2.     Please amend your disclosure to clearly disclose how you will refer to
the holding
       company and subsidiaries throughout the document so that it is clear to
investors which
       entity the disclosure is referencing and which subsidiaries or entities
are conducting the
       business operations, and refrain from using terms such as "we" or "our"
when describing
       activities, functions, or employees of your subsidiaries.
 July 31, 2024
Page 2
3.     Please revise your disclosure to clearly state that legal and
operational risks associated
       with operating in China also apply to operations in Hong Kong. The
Sample Letters to
       China-Based Companies sought specific disclosure relating to the risk
that the PRC
       government may intervene in or influence your operations at any time, or
may exert
       control over operations of your business, which could result in a
material change in your
       operations and/or the value of the securities you are registering for
sale. We remind you
       that, pursuant to federal securities rules, the term "control"
(including the terms
       "controlling," "controlled by," and "under common control with") as
defined in Securities
       Act Rule 405 means "the possession, direct or indirect, of the power to
direct or cause the
       direction of the management and policies of a person, whether through
the ownership of
       voting securities, by contract, or otherwise." The Sample Letters also
sought specific
       disclosures relating to uncertainties regarding the enforcement of laws
and that the rules
       and regulations in China can change quickly with little advance notice.
We do not believe
       that your current disclosure referencing the PRC government   s intent
to strengthen its
       regulatory oversight conveys the same risk. Provide similar disclosure
in the Prospectus
       Summary and Risk Factors.
4.     Please amend your disclosure here and in the summary risk factors and
Risk Factors
       sections to state that, to the extent cash or assets in the business is
in Hong Kong or a
       Hong Kong entity, the funds or assets may not be available to fund
operations or for other
       use outside of Hong Kong due to interventions in or the imposition of
restrictions and
       limitations on the ability of you and your subsidiaries by the PRC
government to transfer
       cash or assets. On the cover page, provide cross-references to these
other discussions.
5.     Where you confirm that no transfers were made from you to the Operating
Subsidiaries
       revise to state whether the Operating Subsidiaries have conducted
transfers to one another
       or to you and quantify the amounts. Also, state whether any dividends or
distributions
       have been made to date to investors and quantify the amounts. Please
provide cross-
       references to the consolidated financial statements where you discuss
cash transfer
       throughout your organization.
Prospectus Summary, page 5

6.     Discuss the laws and regulations applicable in light of your operations
in Hong Kong,
       including regulations relating to the Enterprise Tax Law, data security
and anti-monopoly.
       Provide applicable risk factor disclosure and update your disclosure
under "Regulations"
       on page 88.
Corporate Structure, page 5

7.     Please identify clearly the entity in which investors are purchasing
their interest and the
       entities in which the company's operations are conducted. Describe how
this type of
       corporate structure may affect investors and the value of their
investment. Disclose the
       uncertainties regarding the status of the rights of the Cayman Islands
holding company
       with respect to its subsidiaries and the challenges the company may face
regarding its
       subsidiaries due to legal uncertainties and jurisdictional limits.
 July 31, 2024
Page 3
Risks and Challenges, page 6

8.     In your summary of risk factors, disclose the risks that your corporate
structure and being
       based in or having the majority of the company   s operations in Hong
Kong poses to
       investors. In particular, describe the significant regulatory,
liquidity, and enforcement
       risks with cross-references to the more detailed discussion of these
risks in the prospectus.
       For example, specifically discuss risks arising from the legal system in
China, including
       risks and uncertainties regarding the enforcement of laws and that rules
and regulations in
       China can change quickly with little advance notice; and the risk that
the Chinese
       government may intervene or influence your operations at any time, or
may exert more
       control over offerings conducted overseas and/or foreign investment in
China-based
       issuers, which could result in a material change in your operations
and/or the value of the
       securities you are registering for sale. Acknowledge any risks that any
actions by the
       Chinese government to exert more oversight and control over offerings
that are conducted
       overseas and/or foreign investment in China-based issuers could
significantly limit or
       completely hinder your ability to offer or continue to offer securities
to investors and
       cause the value of such securities to significantly decline or be
worthless. Please note that
       each summary risk factor should have a cross-reference to the relevant
individual detailed
       risk factor.
Implications of Being a Foreign Private Issuer, page 12

9.     We note your disclosure regarding your eligibility for certain
exemptions from the
       corporate governance requirements of the Nasdaq Capital Market listing
rules as a
       controlled company. Please revise your disclosure here and throughout
your registration
       statement to clearly indicate whether you intend to rely on these
exemptions or the foreign
       private issuer exemptions and specify what those exemptions cover. Your
disclosure on
       page 98 suggests that you intend to take advantage of some of these
exemptions, however,
       you have not clearly delineated which ones. Also, your disclosure
cross-references to a
       risk factor header that does not appear in your Risk Factor discussion.
Revise your
       disclosure for consistency.
Transfers of Cash to and From Our Subsidiaries, page 13

10.    Please describe any restrictions on foreign exchange and your ability to
transfer cash
       between entities, across borders, and to U.S. investors. Describe any
restrictions and
       limitations on your ability to transfer cash. The disclosure here should
not be qualified by
       materiality. Please make appropriate revisions to your disclosure.
Permission Required from Hong Kong and PRC Authorities, page 15

11.    Your prospectus cover page mentions that your PRC counsel, Jingtian &
Gongcheng,
       opined as to the applicability of the Trial Measures to you. Revise to
acknowledge such
       opinion here and elsewhere where you discuss CSRC oversight. Discuss
whether PRC
       counsel opined as to any other permissions and approvals necessary to
operate your
       business and to offer securities to investors and if not, why not. File
the opinion as an
       exhibit to the registration statement. Additionally, the disclosure here
should not be
       qualified by materiality. Please make appropriate revisions to your
disclosure.
 July 31, 2024
Page 4
Risks Related to Doing Business in Hong Kong
Substantially all of our operations are in Hong Kong..., page 26

12.     Please revise to describe any material impact that intervention,
influence, or control by the
        Chinese government has or may have on your business or on the value of
your securities.
        Highlight separately the risk that the Chinese government may intervene
or influence your
        operations at any time, which could result in a material change in your
operations and/or
        the value of your securities.
Risks Related to Litigation, Laws and Regulation and Governmental Matters
It will be difficult to obtain jurisdiction and enforceability liabilities...,
page 34

13.     We note your disclosure that substantially all of your directors and
executive officers are
        located outside of the United States. Please identify the directors and
executive officers
        and specify whether they are located in the PRC or Hong Kong. Make
similar revisions
        under your "Enforceability of Civil Liabilities" discussion.
Risks Related to Ownership of our Securities
Substantial Future sales of our Ordinary Shares..., page 37

14.     Revise to acknowledge that your registration statement currently
contemplates the
        registration of additional shares for resale. Affirmatively state that
such sales will likely
        put downward pressure on your market price and make it more difficult
for you to
        maintain your Nasdaq listing.
Our Ordinary Shares will be subject to potential delisting..., page 38

15.     We note your disclosure that your offering is contingent upon listing
on Nasdaq. Please
        expand your risk factors to address the potential consequences of
failing to receive
        approval to list on Nasdaq.
Dividend Policy, page 45

16.     Revise to state, as you do on page 14, that you currently intend to
retain all available
        funds and future earnings, if any, for the operation and expansion of
your business and do
        not anticipate declaring or paying any dividends in the foreseeable
future.
Summary Consolidated Financial and Other Data
Consolidated Statements of Comprehensive (Loss)/Income, page 47

17.     It appears that you utilize both nature of expense method and function
of expense method
        in your income statement as you aggregate expenses by their nature
(e.g. Raw materials
        and consumables used, Depreciation of property, plant and equipment,
etc.) while
        presenting other income and expenses separately from expenses necessary
for revenue
        generation. Please tell us how your current presentation complies with
IAS 1, paragraph
        99 that requires the use of an expense classification based on either
their nature or their
        function, or revise. In addition, it appears you present government
grants of
        HK$12,324,800 twice in 2022 as other income line item includes this
amount as well.
        Please also revise to ensure your income statement line items are
ordered consistently
        throughout your filing.
 July 31, 2024
Page 5
Key Factors Affecting the Results of Our Group's Operations, page 49

18.    Where you discuss your dependence upon your ability to grow your
customer base,
       including through your membership scheme, revise to disclose your
membership growth
       over the past 2 fiscal years. We note your disclosure around your
quantification of
       members on page 84 but this information does not provide comparative
information over
       fiscal periods.
19.    Where you discuss macroeconomic conditions, revise to acknowledge the
impact of the
       COVID-19 pandemic upon your operations, if material, given that the
Industry Overview
       you include seems to indicate that the catering industry remained
stagnant in Hong Kong
       in 2022 and that 2023 was the first year to show a revival in revenues.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 49

20.    Please revise financial and other data presented in tabular forms to
read consistently from
       left to right in the same chronological order throughout the filing.
Similarly, numerical
       data included in narrative sections should be consistently ordered. In
this regard, certain
       financial and other data here and in Summary Consolidated Financial and
Other Data
       section on page 47 start with the oldest period whereas your
consolidated financial
       statements start with the most recent period. Refer to SAB Topic 11:E.
21.    A significant portion of your results of operations disclosure is
dedicated to stating, in
       narrative text form, dollar and percentage changes in accounts. In
addition, while you
       discuss certain factors to which changes are attributable, you do not
quantify certain of
       these factors nor analyze the changes in the relationship between costs
and revenues. For
       example, you state that the increase in total revenue during fiscal 2023
was mainly due to
       the increase in customer visits and average spending per customer and
the opening of four
       new restaurant outlets, but you do not quantify these factors nor
analyze the
       disproportionate increase of total revenue compared to raw materials and
consumables
       used, and staff costs. Your current disclosures does not appear to
adequately discuss and
       analyze your results sufficiently to provide your investors with the
depth of understanding
       and knowledge necessary to properly evaluate your results. As such,
please revise to
       expand this section by:
           Ensuring that all material factors are quantified and analyzed
(including separate
           disclosure of offsetting factors); and
           Quantifying the effects of changes in price, volume, and changes in
the relationships
           between costs and revenues, where appropriate, and describing any
known trends or
           uncertainties.
 July 31, 2024
Page 6
Unaudited Pro Forma Condensed Consolidated Statement of Operations, page 52

22.    Please address the following:
           Revise to reflect all transactions undertaken in anticipation of a
public offering and
           ordinary shares recently issued as described on pages 61 and 114 in
your pro forma
           financial statements.
           Revise to provide all required financial statements and disclosures
for all periods
           required under Article 11 of Regulation S-X.
           Move these disclosures out of the MD&A and dedicate a section for
the pro forma
           information.
Liquidity and Capital Resources, page 53

23.    Where you disclose sufficient working capital, you refer to other
available sources of
       financing. Clarify and quantify any material unused sources of
liquidity, consistent with
       Item 5.B.1. of Form 20-F.
History and Corporate Structure, page 61

24.    Please identify the founders of your Group, and clarify if they are
different from your
       controlling shareholder, Galaxy Shine Company Limited.
Business
Overview, page 83

25.    You state here that you operate 12 restaurant outlets as of the date of
this prospectus. You
       go on to describe an increase in revenues, as well as the percentage
contribution to such
       increase by new stores, as of the end of the most recent fiscal year,
however, you do not
       acknowledge the disposition of assets that occurred after the fiscal
year end. To the extent
       your disclosure is "as of the date of this prospectus" please ensure
that you provide
       narrative disclosure to explain how your business has evolved since the
fiscal year end.
Regulations, page 88

26.    Please revise your disclosure to clearly state whether you are in
compliance with all
       applicable laws and regulations, including whether you and the operating
companies have
       received all applicable licenses. Please also update your related risk
factor on page 21
       accordingly.
Shares Eligible for Future Sale
Resale Prospectus, page 117

27.    Reconcile your disclosure here that "[a]ny shares sold by the Resale
Shareholders until
       our Shares are listed or quoted on an established public trading market
will take place at
       the public offering price of the shares we are selling in our initial
public offering" with
       your indication in the resale prospectus that no sales will occur until
your shares are listed
       on Nasdaq.
 July 31, 2024
Page 7
Notes to the Consolidated Financial Statements, page F-11

28.    Given its materiality to the income statement, please revise to provide
a tabular disclosure
       describing the nature and amounts of various expenses comprising Other
Expenses. Refer
       to IAS 1, paragraph 112(c).
2. Basis of Preparation of Consolidated Financial Statements and Material
Accounting Policy
Information
2.5 Material Accounting Policy Information
i) Leases
The Group as a Lessee
Lease Modifications
Covid-19-Related Rent Concessions, page F-29

29.    You disclose that you have elected to apply the practical expedient not
to assess whether
       the change is a lease modification for your Covid-19 related rent
concessions. Please
       revise to disclose the amount recognized in the income statement for the
reporting period
       to reflect changes in lease payments that arise from rent concessions to
which you have
       applied the practical expedient. Refer to IFRS 16, paragraph 60A.
8. Income Tax, page F-37

30.    Please revise to provide the amount of the deferred tax income or
expense recognized for
       each type of temporary difference, unused tax losses and unused tax
credits. Refer to IAS
       12, paragraph 81(g)(ii).
10. Disposal Group Classified as Held for Sale, page F-40

31.    You disclose the assets and liabilities attributable to Chubby Bento
Limited and Bao Pot
       Taiwanese Claypot Limited and its subsidiaries have been classified as a
disposal group
       held for sale as it did not represent a separate major line of business
or geographical area.
       Considering they represent different types/styles of cuisine and a
diversification of your
       operations into bento, noodles and stone pot, represented one-third of
the total number of
       your restaurants before the disposal, and contributed approximately 6.2%
of your total
       revenues in 2023, please tell us, in sufficient detail and citing
relevant accounting
       guidance, how you determined that Chubby Bento Limited and Bao Pot
Taiwanese
       Claypot Limited and its subsidiaries did not represent a discontinued
operation under
       IFRS 5, paragraph 32.
11. Property, Plant and Equipment, page F-41

32.    You recognized a loss of HK$6.7 million for a property, plant, and
equipment write-off in
       2023. Please revise to disclose the events and/or circumstances that led
to the recognition
       of the loss. Refer to IAS 36, paragraph 130(a).
12. Right-of-Use Assets, page F-42

33.    On page F-43, you disclose an explanation for a footnote symbol "#"
which is not utilized
       anywhere else in the note. Please revise.
 July 31, 2024
Page 8
13. Deferred Tax Assets, page F-43

34.    It appears you offset deferred tax assets and liabilities. We assume
that you have the
       legally enforceable right to offset current tax assets against current
tax liabilities in
       accordance with IAS 12, paragraph 74(a), your deferred tax assets and
liabilities are
       related to taxes levied by the same tax authority, and they are in the
same taxable entity,
       or a group of taxable entities where the tax losses of one entity are
used to offset the
       taxable profits of another in accordance with IAS 12, paragraph 74(b).
Please confirm our
       assumption. Tell us what consideration you have given to disclosing this
requirement for
       offsetting your deferred taxes and liabilities.
19. Share Capital, page F-45

35.    Please revise to include all required disclosures in accordance with IAS
1, paragraph 79.
29. Events After Reporting Period, page F-53

36.    For the sale of your equity interest in Chubby Bento Limited and Bao Pot
Taiwanese
       Claypot Limited, please revise to disclose that the purchasers, Galaxy
Shine Company
       Limited and Thrivors Holdings Limited, are related parties. Refer to IAS
24, paragraph
       18.
31. Related Party Transactions, page F-56

37.    Please tell us how you complied with IAS 24, paragraph 13, or revise.
Resale Prospectus Alternate Page, page Alt-1

38.    We note that a number of your Resale Shareholders are subject to the
lock-up agreements
       discussed in the primary offering statement. Please revise your
disclosure to discuss the
       impact of the lock-up agreements on the resale.
39.    Please revise to disclose the nature of any position, office, or other
material relationship
       which the Resale Shareholders have had within the past three years with
the registrant or
       any of its predecessors or affiliates. In addition, please disclose the
natural person
       controlling each of the Resale Shareholders, as well as the address of
the individual or
       entity. Refer to Item 9.D of Form 20-F.
40.    Please advise (i) why the resale offering is required to be registered
at this time, (ii) when
       known, how you determined the number of ordinary shares being registered
in connection
       with the resale offering, and (iii) how the Resale Shareholders were
selected to participate
       in this resale offering, all with a view to understanding whether the
resale portion of the
       offering should be deemed an indirect primary being conducted by or on
behalf of the
       issuer. Refer to Question 612.09 of the Securities Act Rules Compliance
and Disclosure
       Interpretations
 July 31, 2024
Page 9
General

41.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act, whether or not you retained, or intend to retain, copies
of those
       communications. Please contact the staff member associated with the
review of this filing
       to discuss how to submit the materials, if any, to us for our review.
42.    Where you discuss the Group's relative position in the Taiwanese cuisine
and Taiwanese
       hotpot market in Hong Kong, revise to qualify these statements to
acknowledge the
       subsequent disposition of 4 of your outlets and direct readers to your
Unaudited Pro
       Forma Condensed Consolidated Statement of Operations for an
understanding of the
       disposition's impact upon your financial performance and relative
position in the markets
       you discuss.

       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