Exhibit 99.5
MASTERBEEF GROUP
Unit 1509-10, Tower 1, Ever Gain Plaza
88 Container Port Road
Kwai Chung, New Territories, Hong Kong
February 5, 2025
VIA EDGAR
Division of Corporation Finance
Office of Chief Accountant
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | MasterBeef Group
Registration Statement on Form F-1
Representations Made Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F |
Ladies and gentlemen:
MasterBeef Group is a foreign private issuer organized under the laws of the Cayman Islands (the “Company”). In connection with the proposed initial public offering of the Company’s Ordinary Shares (the “Offering”), the Company hereby respectfully makes the representations to the Securities and Exchange Commission (the “Commission”) required by Instruction 2 to Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, a company may comply with only the 15-month requirement in Item 8.A.4 of Form 20-F if the company is able to make the representations specified by Instruction 2 to Item 8.A.4 of Form 20-F.
The Company’s filing of the registration statement on Form F-1, as amended (the “Registration Statement”) on the date hereof contained audited financial statements prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board for the financial years ended December 31, 2023 and 2022 and unaudited financial statements for the six-month period ended June 30, 2024 and 2023.
In submitting the Registration Statement, the Company is complying with the 15-month requirement, rather than the 12-month requirement, with respect to the last year of audited financial statements. The Company is submitting this representation letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”
The Company hereby represents to the Commission that:
| 1. | the Company is not required by any jurisdiction outside of the United States to issue audited financial statements as of a date not older than 12 months at the time this document is submitted; |
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| 2. | compliance with the 12-month requirement in Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company; |
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| 3. | the Company does not anticipate that its audited financial statements for the year ended December 31, 2024, will be available until April 2025; and |
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| 4. | in no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Offering. |
The Company is submitting this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
If you have any questions, please do not hesitate to call our counsel, Henry F. Schlueter of Schlueter & Associates, P.C. at (303) 292-3883.
| By: | /s/ Ka Chun Lam | |
| Name: | Ka Chun Lam | |
| Title: | Chief Executive Officer | |
cc: Henry F. Schlueter, Esq.
Schlueter & Associates, P.C.
