Masonglory registers securities for sale

Cover page 214 changes

As filed with the Securities and Exchange Commission

on November 3, 2026.

1 unchanged paragraph

As filed with the Securities and Exchange Commission on June 16 , 2025.

Registration Statement No. 333 -283046

2 unchanged paragraphs

REGISTRATION STATEMENT

1 unchanged paragraph

(Exact name of registrant as specified in its charter)

as specified in its charter)

1 unchanged paragraph

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

organization) (Primary

1 unchanged paragraph

Room 8, 25 / F, CRE Centre

1 unchanged paragraph

122 East 42 nd Street, 18 th Floor

Phone: +1 (800) 221-0102

Lawrence S. Venick, Esq.

2206 -19 Jardine House

1 Connaught Place, Central

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

This Registration Statement contains two prospectuses, as set forth below.

• Public Offering Prospectus. A prospectus to be used for the public offering of 1,500,000 Ordinary Shares of the Registrant (the " Public Offering Prospectus ") through the underwriter named on the cover page of the Public Offering Prospectus.

• Resale Prospectus. A prospectus to be used for the resale by the Selling Shareholder (" Selling Shareholder ") set forth therein of 1,000,000 Ordinary Shares of the Registrant (the " Resale Prospectus ").

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

• they contain different outside and inside front covers and back covers;

• they contain different offering sections in the Prospectus Summary section beginning on page Alt -1 ;

• they contain different Use of Proceeds sections on page Alt -2 ;

• a Selling Shareholder section is included in the Resale Prospectus;

• a Selling Shareholder Plan of Distribution is inserted; and

• the Legal Matters section in the Resale Prospectus on page Alt -6

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the "Alternate Pages") to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholder.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED _________ , 2025

1,500,000 Ordinary Shares

This is the initial public offering on a firm commitment basis of the ordinary shares ("IPO"), par value US$0.0001 per share ("Ordinary Shares" or "Shares"), of Masonglory Limited ("Masonglory"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose subsidiaries are established in Hong Kong and the British Virgin Islands. We are offering 1,500,000 Ordinary Shares of Masonglory, representing 11% of the Ordinary Shares following completion of the offering of Masonglory. Following the offering, 11% of the Ordinary Shares will be held by shareholders for general trading, assuming the Underwriters do not exercise the Over -Allotment Option.

In addition to this offering, we are registering up to 1,000,000 Ordinary Shares, par value US$0.0001, that may be sold in public or private transactions or both, from time to time after the closing of our IPO by the Selling Shareholder named in the Resale Prospectus at prevailing market prices or in privately negotiated prices. We will not receive any proceeds from the sales of outstanding Ordinary Shares by the Selling Shareholder. The selling of any Ordinary Shares by the Selling Shareholder in the resale offering is contingent upon the Ordinary Shares being listed on Nasdaq and if our listing application is not approved, the selling of any Ordinary Shares by the Selling Shareholder will be terminated.

Prior to this offering, there has been no public market for our Ordinary Shares. The offering price of the Shares in this offering is expected to be between US$4.00 and US$6.00 per share. The offering is being made on a "firm commitment" basis by D. Boral Capital LLC ("D. Boral"), the underwriter. See "Underwriting." We intend to apply to list the Shares on the Nasdaq Capital Market under the symbol "MSGY". Listing of the Shares on Nasdaq is a condition to the offering. There is no assurance that such application will be approved, and if our application is not approved, this offering will be terminated.

• may cause the value of our securities to significantly decline or be worthless.

Upon the completion of this offering, 14,000,000 Ordinary Shares will be outstanding (assuming that the Underwriters do not exercise any portion of their Over -Allotment Option). Masonglory will be a "controlled company" as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering under the Public Offering Prospectus and the offering of the Ordinary Shares under the Resale Prospectus, the Controlling Shareholders of Masonglory will own 11,500,000 of the total issued and outstanding Ordinary Shares through Fung & Tun Limited, representing approximately 82.14% of the total voting power.

Upon the completion of this offering, the outstanding shares of Masonglory will consist of Ordinary Shares, assuming the Underwriters of this offering (the "Underwriters") do not exercise their Over -Allotment Option (as defined below), assuming the Over -Allotment Option is exercised in full.

Underwriting discounts (1) and commissions

Proceeds, before expenses, to us

(1) Represents underwriting discounts equal to 7.0% per Ordinary Share.

(2) Assumes that the Underwriters do not exercise any portion of their Over -Allotment Option.

We expect our total cash expenses for this offering (including cash expenses payable to our Underwriters for their out -of -pocket expenses) to be approximately US$1,688,392 exclusive of the above discounts. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority ("FINRA"), as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See "Underwriting."

This offering is being conducted on a firm commitment basis. The Underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus. We have granted the Underwriters an option for a period of forty -five (45) days after the closing date of this offering (the "Closing Date") to purchase up to 225,000 additional Ordinary Shares from us at the IPO price (or 15% of the Ordinary Shares sold in this offering), less underwriting discounts to cover over -allotments , if any. If the Underwriters exercise the Over -Allotment Option (as defined below) in full, assuming the public offering price per Ordinary Share is US$5.00, the total underwriting discounts payable will be US$603,750 and the total proceeds to us, before expenses, will be US$8,021,250.

If we complete this offering, net proceeds will be delivered to us on the Closing Date.

The Underwriters expect to deliver the Ordinary Shares against payment as set forth under "Underwriting" on or about , 2025.

Special Note Regarding Forward-Looking Statements

Industry and Market Data

Exchange Rate Information

Corporate History and Structure

Management's Discussion and Analysis of Financial Condition and Results of Operations

Related Party Transactions

Principal Shareholders

Description of Share Capital

Shares Eligible for Future Sale

Material Income Tax Considerations

Expenses Related to this Offering

Enforceability of Civil Liabilities

Where You Can Find Additional Information

Index to Consolidated Financial Statements

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. We have not, and the Underwriters have not, authorized anyone to provide you with different information, and we and the Underwriters take no responsibility for any other information others may give you. We are not, and the Underwriters are not, making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares.

For investors outside the United States: Neither we nor the Underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

Masonglory is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a majority of our outstanding Ordinary Shares are owned by non -U .S. residents. Under the rules of the SEC we currently qualify for treatment as a "foreign private issuer." As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act.

Until and including , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to:

• ''Amended and Restated Memorandum and Articles'' refers to the amended and restated memorandum and articles of association of our Company to be adopted by the Company conditional upon and with effect from the date on which the Registration Statement becomes effective;

• "BVI" refers to the British Virgin Islands;

• "Companies Act" refers to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;

• "Company," "we," "us," and "Masonglory" refers to Masonglory Limited, an exempted Company with limited liability incorporated under the laws of the Cayman Islands on February 21, 2024, that will issue the Ordinary Shares being offered and does not include its subsidiaries, Masonglory BVI and Masontech.

• "Controlling Shareholders" refer to the ultimate beneficial owner of the Company, who are Mr. SF Tse and Mr. TT Tse. See "Management" and "Principal Shareholders" for more information;

• "Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended;

• "Group" refers to the Company and its subsidiaries, Masonglory BVI and Masontech;

• "HKD" or "HK$" refers to Hong Kong dollar(s), the lawful currency of Hong Kong;

• "Independent Third Party" refers to a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company;

• "mainland China" refers to the PRC (excluding Hong Kong, Macau and Taiwan);

• "Masonglory BVI" refers to Masonglory (BVI) Limited, a BVI business company limited by shares incorporated in the BVI, a direct wholly owned subsidiary of Masonglory;

• "Memorandum and Articles" refers to the memorandum of association and the articles of association of our Company adopted on 21 February 2024;

• "Mr. SF Tse" refers to Mr. Tse Shing Fung, one of our Controlling Shareholders;

• "Mr. TT Tse" refers to Mr. Tse Tsz Tun, one of our Controlling Shareholders;

and 134 more changes in the filing

Prospectus summary 241 changes

During the six months ended September 30, 2024 and 2023 and the years ended March 31, 2024 and 2023, our major customers consisted primarily of main contractors of property development and civil engineering projects in Hong Kong. In particular, we value and rely on our relationship with three of our major customers, each belonging to renowned property development groups listed on the Main Board of the Stock Exchange of Hong Kong and together (i) contributed approximately 99% of our total revenue generated for the six months ended September 30, 2024 and approximately 93% of our total revenue generated for the years ended March 31, 2024 and 2023; and (ii) provided accounts receivable which represented approximately 53% of our total current assets for the six months ended September 30, 2024 and approximately 70% of our total current assets for the year ended March 31, 2024.

Our Competitive Strengths

• Expand our workforce;

Corporate History and Structure

The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this prospectus and upon completion of this offering (assuming the underwriters do not exercise the over -allotment option):

We are offering 1,500,000 Ordinary Shares, representing 11% of the issued and outstanding Ordinary Shares following completion of the offering of Masonglory, assuming the Underwriters do not exercise the Over -Allotment Option.

Upon the completion of this offering, 14,000,000 Ordinary Shares will be outstanding. Masonglory will be a "controlled company" as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering under the Public Offering Prospectus and the offering of the Ordinary Shares under the Resale Prospectus, the Controlling Shareholders of Masonglory will own 11,500,000 of the total issued and outstanding Ordinary Shares through Fung & Tun Limited, representing approximately 82.14% of the total voting power.

Holding Company Structure

The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.

Enforceability of Civil Liabilities

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; (e) and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include: (a) the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provides less protection to investors; and (b) the Cayman Islands companies may not have standing to sue before the federal courts of the United States.

All of our assets are located in Hong Kong. In addition, all of our directors and officers are nationals and/or residents of Hong Kong and all or a substantial portion of their assets are located outside the United States. Due to the lack of reciprocity and treaties between the United States and Hong Kong, together with cost and time constraints, it may be difficult for investors to effect service of process within the United States upon us or the persons who are nationals or residents of Hong Kong, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Harney Westwood & Riegels, our counsel as to the laws of the Cayman Islands has advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the "Foreign Court") of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti -trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands will also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non -monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non -money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court's intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time -limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant's rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

Directors and Executive officers

Chairman of the Board of Directors

Director and Chief Executive Officer

Chief Financial Officer

Independent Director Appointee

Independent Director Appointee

Independent Director Appointee

All of our directors and officers reside outside the United States in Hong Kong. CFN Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

It is also uncertain whether, in the future, the Hong Kong government will implement regulations and policies of the Chinese government or adopt regulations and policies of its own that are substantially similar to those of the Chinese government.

Summary of Key Risks

Risks Relating to Doing Business in Hong Kong

• The effect of the Hong Kong Autonomy Act ("HKAA") and other U.S. government policies in response to the enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the "Hong Kong National Security Law") could impact our Operating Subsidiary.

• There are political risks associated with conducting business in Hong Kong.

Risks Relating to our Ordinary Shares

• There has been no public market for our Ordinary Shares prior to this offering; if an active trading market does not develop, you may not be able to resell the Shares at any reasonable price.

• There may be substantial sales of our Ordinary Shares by the Selling Shareholder after the effective date of this registration statement of which this prospectus forms a part, which could have a material adverse effect on the price of our Ordinary Shares after this offering.

• If you purchase the Shares in this offering, you will incur immediate and substantial dilution in the book value of your Ordinary Shares.

• If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float may be smaller than anticipated and the price of the Shares may be more volatile than it otherwise would be.

• Our directors, officers, and principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders.

• Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of the Shares.

• We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

• We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an "emerging growth company."

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the Shares. You should read the entire prospectus carefully, including "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes thereto, in each case included in or incorporated by reference into this prospectus. You should carefully consider, among other things, the matters discussed in the section of this prospectus titled "Business" before making an investment decision. Unless the context otherwise requires, all references to "Masonglory," "we," "us," "our," the "Company," and similar designations refer to Masonglory Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands.

We are a holding company incorporated in the Cayman Islands with operations conducted in Hong Kong by our Operating Subsidiary, Masontech Limited. We have since been engaged in the provision of wet trades services and other ancillary services as a subcontractor in Hong Kong since 2018. As a subcontractor, we provide our customers with comprehensive wet trades works solutions, which principally include (i) plastering on floors, ceilings and walls, (ii) tile laying on internal and external walls and floors, (iii) brick laying, (iv) floor screeding, and (v) marble works. In recognition of our achievements in the wet trades industry in Hong Kong, our Operating Subsidiary has been granted registration as a Group 2 Registered Specialist Trade Contractor under the Registered Specialist Trade Contractors Scheme (formerly known as the Subcontractor Registration Scheme) of the Construction Industry Council since 2020.

direct customers are generally main contractors of various building construction projects in Hong Kong and the ultimate owners of the projects undertaken by us mainly include property developers in Hong Kong as well as the Hong Kong government. Our project portfolio consists mainly of private sectors projects in Hong Kong, which include both private residential development and commercial development. We also engage in public sector projects in Hong Kong, which include infrastructure and public facilities developments, although to a lesser extent. We take pride in the quality of works which we deliver and we have developed stable relationship with a majority of our customers over the years.

For the years ended March

31, 2026 and 2025, our customers were primarily main contractors of property development and civil engineering projects in Hong Kong.

Our five largest customers accounted for 99.3% and 100% of our revenue for the years ended March 31, 2026 and 2025, respectively. For the years ended March 31, 2026 and 2025, three and four of our customers generated income which accounted for more than 10% of our annual revenue, respectively.

We believe the following competitive strengths differentiate us from our competitors:

• We have an established track record in the wet trades industry in Hong Kong;

• Long -term and stable relationship with our major customers;

• Strong network of pre -approved pre-approved suppliers;

• Implementation of stringent quality assurance system; and

• Experienced and professional management team.

We intend to pursue the following strategies to further expand our business:

• Acquisition of additional machineries;

• Diversifying our project portfolio; and

• Strengthening our marketing efforts.

Our Operating Subsidiary, Masontech Limited, was incorporated as a company with limited liability under the laws of Hong Kong in September 2018.

Masonglory was incorporated as an exempted company with limited liability under the laws of the Cayman Islands in February 2024. Masonglory's direct subsidiary is Masonglory (BVI), a BVI company incorporated in February 2024 and the holding company of Masontech Limited.

On February 21, 2024, one (1) ordinary share was allotted and issued as fully paid to an initial subscriber, an independent third party, which was subsequently transferred to Mr. TT Tse Tsz Tun. On February 29, 2024, one (1) ordinary share was allotted and issued as fully paid to Mr. TS Tse Shing Fung at a consideration of US$0.0001.

On March 21, 2024, each of the Controlling Shareholders entered into a sale and purchase agreement with Masonglory (BVI), pursuant to which the Controlling Shareholders sold, and Masonglory (BVI) purchased from the Controlling Shareholders a total of twenty (20) ordinary shares in the Operating Subsidiary (representing the entire issued share capital of the Operating Subsidiary), at an aggregate consideration of HK$20.00. After the acquisition, Masonglory (BVI) became the sole shareholder of the Operating Subsidiary.

On March 25, 2024, as part of the reorganization for the purpose of this offering, each of the Controlling Shareholders entered into a sale and purchase agreement with Masonglory, pursuant to which the Controlling Shareholders sold, and Masonglory purchased from the Controlling Shareholders a total of two (2) ordinary shares of Masonglory (BVI) (representing the entire issued share capital of Masonglory (BVI)), at an aggregate consideration of US$0.0002. After the acquisition, Masonglory became the ultimate holding company of Masonglory (BVI) and the Operating Subsidiary.

On March 25, 2024, each

On March 25, 2024, each of the Controlling Shareholders entered into a sale and purchase agreement with Fung & Tun Limited, a company incorporated under the laws of the BVI and jointly owned by the Controlling Shareholders (each holding one (1) Ordinary Share), pursuant to which each of the Controlling Shareholders sold, and Fung & Tun Limited purchased from the Controlling Shareholders a total of two (2) ordinary shares (representing the entire issued share capital of the Company), at an aggregate consideration US$0.0002. After the acquisition, Fung and & Tun Limited, via its direct holding in Masonglory, became the ultimate holding company of the Operating Subsidiary.

Subsequently, on June 14, 2024, Masonglory allotted and issued 11,499,998 ordinary shares at a par value of US$0.0001 per Ordinary Share, credited as fully -paid fully-paid in its share capital, to Fung & Tun Limited. Also on June 14, 2024, Masonglory allotted and issued 500,000 ordinary shares to each of Vision Win Enterprises Limited and Main Works International Limited for a consideration of HK$640,000, representing 4% and 4%, respectively, of the enlarged entire issued share capital of the Company immediately upon completion of the above transactions.

Vision Win Enterprises Limited and Main Works International Limited, all of whom and their ultimate beneficial owners have no affiliation with us.

July 9, 2025, Masonglory completed its initial public offering of 1,500,000 ordinary shares at a price of US$4.00 per share and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol "MSGY". On January 9, 2026, the Company issued 2,732,000 Ordinary Shares pursuant to the Company's registration statement on Form S-8 filed on December 10, 2025.

On July 31, 2026, the shareholders

of the Company approved at an extraordinary general meeting, among other things, (i) the consolidation of every eight (8) issued and unissued shares of par value US$0.0001 each into one (1) share of par value US$0.0008 each (the "Share Consolidation") and (ii) immediately after the Share Consolidation, the reclassification of the authorized share capital of the Company into 60,000,000 Class A Ordinary Shares of par value US$0.0008 each and 2,500,000 Class B Ordinary Shares of par value US$0.0008 each, with the 682,500 issued shares held by Fung & Tun Limited re-designated as Class B Ordinary Shares and each other issued share re-designated as a Class A Ordinary Share, and adopted the Amended and Restated Memorandum and Articles. The Class A Ordinary Shares have continued to trade on the Nasdaq Capital Market under the symbol "MSGY". Since then, we have completed the share swap and the private placement described under "Recent our corporate structure and identifies our subsidiaries as of the date of this prospectus:

On August 12, 2026, the Company

entered into a share swap agreement with the holder of a 49% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (the "Target"), and the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in the Target to a wholly-owned subsidiary of the Company, and, as consideration therefor, the Company allotted and issued to such beneficial owner an aggregate of 1,377,000 Class A Ordinary Shares. The number of consideration shares was determined by reference to a valuation of 100% of the equity interests in the Target of US$23,400,000 performed by an independent third-party valuation firm, and a price per Class A Ordinary Share of US$3.40, which was determined by reference to the closing bid price of the Class A Ordinary Shares of US$3.43 on August 11, 2026. We hold 20% of the voting power of the Target and do not control it; accordingly, we account for our investment in the Target using the equity method of accounting in accordance with ASC 323, Investments-Equity Method and Joint Ventures, and we do not consolidate the Target's results of operations. The acquisition of the 20% equity interest in the Target was deemed significant under Rule 3-05 of Regulation S-X, and the following separate financial statements of the Target are incorporated by reference into this prospectus from our Report on Form 6-K/A furnished with the SEC on October 30, 2026 (the "Beta 6-K"), as Exhibits 99.

Target, operating under the BETA Wellness brand, is engaged in the trading and distribution of construction materials, principally bathtubs, hot tubs and swim spas, in Continental Europe, which is complementary to the Company's existing wet trades and construction materials services business, and the transaction represents a horizontal, synergistic expansion of the Company's geographic footprint and construction materials product portfolio into Continental Europe. BETA Wellness is a leading retailer of premium outdoor wellness products in Austria and Central Europe, specializing in high-quality whirlpools, swim spas, saunas and related health and leisure products, with seven large-scale experience showrooms in Austria, a business network extending to Southern Germany, Northern Italy and Eastern Switzerland, and an AI-powered smart spa management system integrated into the central control units of its spa equipment.

On September 25, 2026, we

entered into a securities purchase agreement with four investors in a private placement and, on October 5, 2026, completed the issuance of an aggregate of 667,000 Class A Ordinary Shares at a purchase price of US$1.50 per share, for aggregate gross proceeds of US$1,000,500.

In connection with the private placement, we issued Series A Warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.30 per share and Series B Warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.10 per share. Each investor purchased 166,750 Class A Ordinary Shares, together with a Series A Warrant and a Series B Warrant each to purchase 166,750 Class A Ordinary Shares, for a purchase price of US$250,125. The Warrants are exercisable until October 5, 2028 and do not provide for cashless exercise.

On October 21, 2026,

we announced that our Nasdaq ticker symbol would change from "MSGY" to "FFTT," effective at the opening of trading on October 28, 2026, as reported in the Report on Form 6-K that we furnished to the SEC on October 21, 2026. No action is required from existing shareholders in connection with the ticker symbol change, and our CUSIP number remains unchanged.

Summary of the Warrants

In connection with the private placement that

closed on October 5, 2026, we issued to four investors Series A Warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.30 per share and Series B Warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.10 per share. Each series is exercisable, in whole or in part, at any time from the date of issuance until the second anniversary of the date of issuance. The exercise price and the number of Class A Ordinary Shares issuable upon exercise are subject to adjustment for share splits, share dividends, share combinations, recapitalizations and similar events, and upon the occurrence of certain other events specified in the Warrants.

investors purchased 166,750 Class A Ordinary Shares, together with a Series A Warrant to purchase 166,750 Class A Ordinary Shares at US$1.30 per share and a Series B Warrant to purchase 166,750 Class A Ordinary Shares at US$1.10 per share, for a purchase price of US$250,125. The Warrants were issued under the securities purchase agreement dated September 25, 2026 and, on their face, bear an issue date of October 5, 2026 and a termination date of October 5, 2028.

1 unchanged paragraph

and 161 more changes in the filing

Risk factors 209 changes

A significant portion of our revenue was derived from a limited number of customers. Our five largest customers during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, accounted for 100% of our total revenue.

An investment in the Shares involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this prospectus, before deciding to invest in the Shares. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations, and future growth prospects. In these circumstances, the market price of the Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

A significant portion of our revenue was generated from contracts awarded by a limited number of customers, and any significant decrease in the number of projects with our major customers may materially and adversely affect our financial condition and operating results.

A significant portion of our

There is no assurance revenue was derived from a limited number of customers. Our five largest customers for the years ended March 31, 2026 and 2025, accounted for 99.3% and 100% of our total revenue, respectively that we will continue to be awarded with contracts from our major customers in the future. If there is a significant decrease in the number of projects awarded by our major customers, and we are unable to secure suitable projects of comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected. In addition, in the event that our major customers experience any financial difficulties or cash flow problems, this may result in delay or default in payments to us, in which case our business could be materially and adversely affected.

Our revenue is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses Our revenue is typically derived from projects which are non -recurrent non-recurrent in nature and our customers are under no obligation to award projects to us. During the six months ended September 30, 2024 and For the years ended March 31, 2024 2026 and 2023, 2025, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future. Accordingly, the number and scale of projects and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. For the six months ended September 30, 2024, we recorded tender success rate of approximately 16.7%. For the years ended March 31, 2024 and 2023 we recorded a tender success rate of approximately 15.4% and 15%, respectively. Our directors consider that our success rate on project tendering depends on a range of factors, which primarily include our pricing and tender strategy, competitors' tender and pricing strategy, the availability of our resources and subcontractors, level of competition and our customers' evaluation standards. Furthermore, so far as our directors are aware, some of our customers have maintained an evaluation system to ensure that the service providers meet certain standards of management, industrial expertise, financial capability, reputation and regulatory compliance which may change from time to time. There is no assurance that we could achieve the same or higher tender success rate in the future as we did during the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. If we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available for bidding in the future, our business, financial position and prospects could be materially and adversely affected.

Our directors consider that our success rate on project tendering depends on a range of factors, which primarily include our pricing and tender strategy, competitors' tender and pricing strategy, the availability of our resources and subcontractors, level of competition and our customers' evaluation standards. Furthermore, so far as our directors are aware, some of our customers have maintained an evaluation system to ensure that the service providers meet certain standards of management, industrial expertise, financial capability, reputation and regulatory compliance which may change from time to time. There is no assurance that we could achieve the same or higher tender success rate in the future as we did for the years ended March 31, 2026 and 2025. If we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available for bidding in the future, our business, financial position and prospects could be materially and adversely affected.

Failure to maintain safe construction sites and / or and/or implement our safety management system may lead to the occurrence of personal injuries, property damages, fatal accidents or suspension or non-renewal of our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council Due to the nature of works in construction sites, risks of accidents or injuries to workers are inherent. Notwithstanding our occupational health and safety measures that are required to be followed by employees of our Group and our subcontractors, accidents leading to personal injuries, property damages and/or fatal accidents remain an inherent risk at work sites. There is no assurance that there will not be any violation of our safety measures or other related rules and regulations by the employees of our Group or our subcontractors. Any such violation may lead to higher probability of occurrences, and/or increased seriousness, of personal injuries, property damages and/or fatal accidents at work sites, which may materially and adversely affect our business operations as well as our financial position to the extent not covered by insurance policies. Also, failure to maintain safe construction sites and/or to implement safety management measures resulting in the occurrence of serious personal injuries or fatal accidents may lead to negative publicity and/or suspension or non -renewal non-renewal of our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council, which in turn adversely affect our reputation, financial position and results of operation.

In addition, any personal injuries and/or fatal accidents to the employees of our Group and our subcontractors may lead to claims or other legal proceedings against our Group. Any such claims or legal proceedings could adversely and materially affect our financial position to the extent not covered by insurance policies. Also, notwithstanding the merits of any such claims or legal proceedings, we need to divert management resources and incur extra costs to handle these matters. Any such claims or legal proceedings could therefore have a material and adverse impact on our business operations.

Unsatisfactory performance by our subcontractors or unavailability of subcontractors may adversely affect our operation and profitability We have focused on the role of project management in carrying out our projects, and we have engaged subcontractors to perform substantial part of the site works under our supervision. In order to control and ensure the quality and progress of the works of our subcontractors, we select subcontractors based on their quality of services, qualifications, skills and technique, prevailing market price, delivery time, availability of resources in accommodating our requests and reputation. However, there is no assurance that the work quality of our subcontractors can always meet our requirements. We may be affected by the non -performance , non-performance, inappropriate or poor quality of works rendered by our subcontractors. Such events could impact upon our profitability, financial performance and reputation. In addition, there is no assurance that our Group will always be able to secure services from suitable subcontractors when required, or be able to negotiate acceptable fees and terms of service with subcontractors. In such event, our operation and financial position may be adversely affected.

In the event that our

In the event that our subcontractors fail to follow the safety guidelines and other requirements imposed by our customers, we may be liable to pay to our customers the expenses and penalties incurred by them. Although we are entitled to be compensated by our subcontractors in relation to such penalties under the subcontracting agreement, we may not be able to claim from such subcontractors in order to maintain a stable relationship with our major subcontractors. In such event, we may be subject to additional costs and penalties incurred by our subcontractors in relation to their failure to comply with the safety procedures and other requirements imposed by our customers.

In the event that employees of our subcontractors suffer personal injuries as a result of accidents arising out and in the course of employment of the injured workers and/or involve in labour disputes, we may be involved in claims and litigations. Such claims and litigations may adversely affect our industry reputation, which may in turn have a material and adverse impact on our business operations.

Any material inaccurate cost estimation or cost overruns may adversely affect our financial results When determining our tender price, our management would estimate the time and costs involved in a project taking into account (i) the scope of works; (ii) the price trend for the types of subcontracting services as well as materials and toolings required; (iii) the complexity and the location of the project; (iv) the estimated number and types of machinery required; (v) the completion time requested by customers; and (vi) the availability of our labour and financial resources.

There is no assurance that the actual amount of time and costs incurred during the performance of our projects would not exceed our estimation. The actual amount of time and costs incurred in completing a project may be adversely affected by many factors, including unforeseen site conditions, adverse weather conditions, accidents, non -performance non-performance by our subcontractors, unexpected significant increase in costs of materials agreed to be borne by us, unexpected increase in the amount of rectification works requested by our customers and other unforeseen problems and circumstances. Any material inaccurate estimation in the time and costs involved in a project may give rise to delays in completion of works and/or cost overruns, which in turn may materially and adversely affect our Group's financial condition, profitability and liquidity.

During the six months ended September 30, 2024 and the years ended March 31, 2024 2026, 2025 and 2023, 2024, our contracts with customers are generally on re -measurement re-measurement basis and occasionally on a lump sum price basis or a combination of lump sum price items and re -measurement re-measurement items, while our contracts with our subcontractors are generally on re -measurement re-measurement basis. In the event that our contracts with customers are on a lump sum price basis and the cost of subcontracting increases and we are unable to pass on the risk of increased subcontracting fees to our customers, our profitability may be adversely affected.

Rising costs and limited supply of raw materials may increase our costs and affect our performance The major raw construction materials in wet trades works include Portland cement, aggregates and sand. Since the inception of our Operating Subsidiary, the average prices of most of the construction materials applied in wet trades works have shown an increasing trend. If raw material costs of wet trades work industry keep increasing, our costs may increase in the future, which could materially and adversely affect our business operations and financial conditions. Amongst all raw materials used in wet trades works, the average price of sand has increased the most, primarily due to the limited supply of river sand in the PRC. In particular, the main source of river sand and aggregates used in Hong Kong originate from Guangdong Province, where the local government has imposed export quotas to ease the local shortages as demand outstrips supply, wet trades contractors are facing occasional fluctuations in the supply of river sand and aggregates. In the event of a shortage of river sand and aggregates, if we are unable to source sufficient river sand and aggregates promptly to meet the needs of our wet trades projects, our project progress could be delayed and we may not be able to complete the projects on time in accordance with customers' requirement. In such event, our reputation and our tender success rate in the future may be adversely affected. During the six months ended September 30, 2024 and For the years ended March 31, 2024 2026, 2025 and 2023, 2024,, we did not experience any material claim by our customer arising from any failure to complete our projects on time as a result of any fluctuations in the supply of river sand and aggregates.

The total actual value of work done may differ from the original estimated contract sum stated in our contracts with customers During the six months ended September 30, 2024 and For the years ended March 31, 2024 2026, 2025 and 2023, 2024, our contracts with customers are generally on re -measurement re-measurement basis. Depending on our negotiations with customers, some of our customers may also engage us based on a lump sum price or a combination of lump sum price items and re -measurement items. In respect of re -measurement items, the contract will specify an estimated contract sum based on the agreed unit rates and the estimated quantities of work re-measurement items. The actual amount of works to be carried out by us under our contract is subject to our customer's instructions or orders placed during the contract period and the total actual value of work done may be different from the original estimated contract sum stated in the contract.

In respect of re-measurement items, the contract will specify an estimated contract sum based on the agreed unit rates and the estimated quantities of work items. The actual amount of works to be carried out by us under our contract is subject to our customer's instructions or orders placed during the contract period and the total actual value of work done may be different from the original estimated contract sum stated in the contract.

Our customers will measure

Our customers will measure the actual quantities of works executed on site and we will be paid based on the actual work done. In respect of lump sum price items, we are generally required to carry out the specified works required by our customers of fixed quantity at an agreed fixed price. Our customers may request additional, reduction or alteration of works beyond the scope of the contract during project implementation by placing variation orders with us. The aggregate amount of revenue that we are able to derive from a project may be different from the original estimated contract sum specified in the relevant contract due to variation orders placed by our customers. As such, there is no assurance that the amount of fees and charges as finally agreed with our customers would be sufficient to recover our costs incurred or provide us with a reasonable profit margin or the amount of revenue derived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts and our financial condition may be adversely affected by any decrease in our revenue as a result of variation orders. As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the six months ended September 30, 2024 and during the years ended March 31, 2024 2026 and 2023. 2025.

Cash inflows and outflows in connection with wet trades projects may be irregular and, thus, may affect our net cash flow position.

In a wet trades project,

cash outflows for payment of certain operating expenditures may not align with progress payments to be received during the relevant periods.

In a wet trades project, cash outflows for payment of certain operating expenditures may not align with progress payments to be received during the relevant periods. In general, we do not receive any prepayment from our customers. Nevertheless, during the commencement of a project, we may incur various costs, including: (i) purchase costs of construction materials and supplies, (ii) rental costs for machinery, and (iii) settlement of our subcontractors' fees, while progress payments will be paid after our construction work commences and is certified by our customers and/or consultants engaged by our customers. Accordingly, the cash inflows and outflows for a particular project may fluctuate as the wet trades works progress. If, during any particular period of time, there exists too many projects that require substantial cash outflow while we have significantly less cash inflows during that period, our cash flow position may be adversely affected.

Further, we are subject to credit risks of our customers and our liquidity is dependent on our customers making prompt progress payments and/or release of retention monies due to us. We rely on cash inflow from our customers to meet our payment obligation to our suppliers and subcontractors, which is dependent on prompt settlement of progress payment and timely release of retention monies by our customers. As such, we may record a significant cash outflow in the event that we take up too many capital -intensive capital-intensive projects during a particular period of time.

We cannot assure you that we will be able to recover all or any part of the amounts due from our customers or we will be able to collect all or any part of the trade receivables from our customers within the agreed credit terms or at all. Further, in the event that disputes arise between us and the main contractor or customer in relation to the variation orders, there is a possibility that we may take a longer time than the credit period offered to collect payments. Any failure by our customers to make payments on time and in full may lead to mismatch in our cash flows, which will negatively affect our cash flow position and affect (i) our ability to repay our suppliers and subcontractors; and (ii) our tendering decisions, as we may not be in a position to take up any more new projects with a high upfront costs. This will negatively affect our business operation and financial performance.

Our performance depends on market conditions

Our performance depends on market conditions and trends in the wet trades industry and if there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, the availability of wet trades works projects in Hong Kong may decrease significantly.

During six months ended September 30, 2024 and the years ended March 31, 2024 2026, 2025 and 2023, 2024, the majority of our revenue was derived from wet trades works for residential developments. The future development of the wet trades industry and the availability of wet trades works projects in Hong Kong depend largely on the continued development of the property market in Hong Kong. The nature, extent and timing of available wet trades works projects will be determined by an interplay of a variety of factors, including the Government's policies on the property market in Hong Kong, its land supply and public housing policy, the investment of property developers and the general conditions and prospects of Hong Kong's economy. These factors may affect the availability of wet trades works projects in Hong Kong. If there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, there is no assurance that the availability of wet trades works projects in Hong Kong would not decrease significantly, and our business, financial position and prospect may be adversely and materially affected.

These factors may affect the availability of wet trades works projects in Hong Kong. If there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, there is no assurance that the availability of wet trades works projects in Hong Kong would not decrease significantly, and our business, financial position and prospect may be adversely and materially affected.

We face keen competition from other players in the market.

The wet trades industry in Hong Kong is competitive. According to Construction Industry Council, there were over 500 contractors registered under the trade specialties of "Finishing Wet Trades" as at the date of this prospectus. Some of our competitors may have certain advantages, including stronger brand names, greater access to capital, longer operating history, longer and more established relationship with main contractors or project owners, and greater marketing and other forms of resources. Further, some of the existing market players have been listed on stock exchanges, which may give them an advantage in terms of financing capability and reputation. New participants may enter the industry, provided that they possess all the various licenses, resources, experience, and qualifications required. Increased competition may result in lower operating margins and loss of market share, resulting in an adverse impact on our profitability and operating results.

Our Group is dependent on key personnel and there is no assurance that our Group can retain them Our directors believe that our success, to a large extent, is attributable to, among other things, the contribution of Mr. SF Tse and Mr. TT Tse, each being our executive director. Details of their expertise and experience are set out in the section headed "Management" in this prospectus. Our key personnel as well as their management experience in the wet trades industry in Hong Kong are crucial to our operation and financial performance. Although we inter to enter into a service agreement with each of our executive directors, there could be an adverse impact on our operation should any of our executive directors terminate his service agreement with us or otherwise cease to serve our Group and appropriate persons could not be found to replace them. There is no assurance that we will be able to attract and retain capable staff in the future. In such event, the business and financial position and prospects of our Group could be materially and adversely affected.

Our ability to successfully tender for and undertake new projects is limited by the availability of our project management staff and subcontractors During six months ended September 30, 2024 and For the years ended March 31, 2024 2026, 2025 and 2023, 2024, we have focused on the role of project management in carrying out our wet trades works. Therefore, our services capacity in undertaking several and sizeable wet trades works projects is largely limited by the availability of our in -house in-house project management staff and our subcontractors. However, shortage of experienced and skilled labour is a prolonged issue in the wet trades industry in Hong Kong. In view of the aforesaid, we may encounter difficulties in maintaining and recruiting sufficient number of project management staff or engaging suitable subcontractors for undertaking additional projects in the future.

During six months ended September 30, 2024 and the years ended March 31, 2024 2026, 2025 and 2023, 2024, our Group had from time to time received invitations for tenders when our available resources were occupied by other projects on hand. On occasion, in order to (i) maintain our business relationship with customers; (ii) maintain our presence in the market; and (iii) be informed of the latest market development and pricing trends which are useful for tendering projects in the future, we would respond to our customers' invitations by submitting tenders instead of turning them down. In such circumstances, our executive directors would take a more prudent approach in costs estimation by factoring a higher profit margin even though it may cause our tender price to become less competitive than those submitted by our competitors. Therefore, our ability to successfully tender for new projects may be affected by the availability of our project management staff. There is a risk that we may not be awarded with new contracts by our customers as our tenders may become relatively less competitive due to limitation in our service capacity.

Failure to complete our projects on a reliable and timely basis could materially affect our reputation, our financial performance or may subject us to claim The contracts with our customers generally contain a liquidated damages clause under which we are liable to pay liquidated damages to our customers if we are unable to deliver or perform the contractual works within the time specified in the contract. Liquidated damages are generally determined on the basis of a fixed sum per day. Delay in a project may occur from time to time due to various unforeseen factors such as shortage of manpower, delays by subcontractors, industrial accidents, and delay in delivery of materials. If there is any delay on our part in completion of a project, we may be liable to pay liquidated damages under the contract. There is no assurance that there will not be any delay in our existing and future projects resulting in claims in relation to liquidated damages, which in turn will have adverse impact on our reputation, business, financial condition and results of operations.

Amounts included in our backlog may not result in actual revenue or translate into profits. Our backlog is subject to cancellation and unexpected adjustments and therefore is an uncertain indicator of future results of operations.

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Our profitability may be affected by the potential increase in depreciation expenses and staff costs upon our planned acquisition of additional machinery and motor vehicles and our planned recruitment of additional staff It is one of our business strategies to acquire additional machinery by utilising a portion of the net proceeds from this offering so as to cope with our business development, increase our overall efficiency, capacity and technical capability in performing wet trades works as well as our ability to cater for different needs and requirements of different customers. In addition to the acquisition of additional machinery and motor vehicles, our business strategies also include the recruitment of additional staff by utilising a portion of the net proceeds from this offering so as to cope with our business development. Our planned investments in machinery and labour resources will increase our costs (including depreciation expenses and staff costs) but there is no assurance that there will be a satisfactory increase in our operational and financial performance as a result. Should we be unable to obtain more projects and increase our profitability after such planned investments, our business and financial position and prospects may be adversely affected.

Our business plans and strategies may not be successful or be achieved within the expected time frame or within the estimated budget We intend to further increase our capital reserve for financing our project up -front costs, enhance our machinery, strengthen our manpower and occupational safety management capability in order to cope with the expected increase in demand for our services. However, our plans and strategies may be hindered by risks including but not limited to those mentioned elsewhere in this section. There is no assurance that we will be able to successfully maintain or increase our market share or grow our business successfully after deploying our management and financial resources. Any failure in maintaining our current market position or implementing our plans could materially and adversely affect our business, financial condition and results of operations.

If we fail to comply with applicable anti-corruption and anti-bribery laws, our reputation may be harmed and we could be subject to penalties and significant expenses that have a material adverse effect on our business, financial condition and results of operations We are subject to the anti -corruption and anti -bribery laws of Hong Kong, which include but are not limited to the Prevention of Bribery Ordinance. Our procedures and controls to monitor anti -corruption and anti -bribery compliance may fail to protect us from reckless or criminal acts committed by our employees. If we, due to either our own deliberate or inadvertent acts or those of others, fail to comply with applicable anti -corruption and anti -bribery laws, our reputation could be harmed and we could incur criminal or civil penalties, other sanctions and/or significant expenses, which could have a material adverse effect on our business, including our financial condition, results of operations, cash flows and prospects.

We and the Operating Subsidiary are exposed to potential disruptions and risks from unforeseen disasters or crises.

The operations and business continuity of our Operating Subsidiary depend on its ability to operate its facilities and systems without significant interruption. Unforeseen events such as natural disasters, pandemics, power outages, or other catastrophic events could potentially disrupt their operations, leading to business interruption, financial loss, and damage to our reputation. While our Operating Subsidiary has in place business continuity plans, these plans might not be sufficient to mitigate all potential disruptions. Furthermore, in the context of a global pandemic, our operations may be severely impacted due to government -imposed restrictions, widespread illness among the employees of the Operating Subsidiary, or disruptions in supply chain. There is no guarantee that the contingency plans could fully prevent or remediate the effects of such unforeseen disasters or crises. Thus, our financial condition, results of operations, and business prospects may be adversely affected.

We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.

We may be involved in claims and litigations in respect of various matters from our customers, subcontractors, workers and other parties concerned with our works from time to time. Such claims may include in particular employees' compensation claims and personal injury claims in relation to personal injuries suffered by workers as a result of accidents arising out of and in the course of employment of the injured workers. There is no assurance that we will not be involved in any claims or legal proceedings, nor can we assure you that any such claims or legal proceedings would not have a material adverse impact on our business. Should any claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits of any outstanding and potential claims, we need to divert management resources and incur extra costs to handle these claims, which could affect our corporate image and reputation if they were published by the press. If the aforesaid claims were successfully made against us and are not covered by insurance policies, we may need to pay damages and legal costs, which in turn could adversely affect our results of operations and financial position.

Risks Related to Doing Business in Hong Kong

Our key operations are in Hong Kong, a Special Administrative Region of the PRC. According to the long-arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and / or the value of the Shares. The PRC government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Masonglory is a holding company and we conduct our operations in Hong Kong through our Operating Subsidiary. Hong Kong is a Special Administrative Region of the PRC. Although a portion of our customers are individuals from mainland China or companies that have shareholders and directors that are individuals from mainland China, the Operating Subsidiary does not have operations in mainland China or is not regulated by any regulator in mainland China. Furthermore, except for the Basic Law of the Hong Kong Special Administrative Region of the People's Republic of China ("Basic Law"), national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti -monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to certain long -arm provisions in the current PRC laws and regulations, there remains regulatory and legal uncertainty with respect to the implementation and interpretation of laws in China as they may affect Hong Kong. As a result, there is no guarantee that the PRC government may not choose to implement the PRC laws and regulations to Hong Kong and exercise significant direct influence and discretion over the operation of the Operating Subsidiary in the future and, it will not have a material adverse impact on our business, financial condition and results of operations, due to changes in laws, political environment or other unforeseeable reasons. In the event that we or our Hong Kong Operating Subsidiary were to become subject to the PRC laws and regulations, it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to the operations in Hong Kong in the future, and we face the risks and uncertainties associated with the PRC legal system, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti -monopoly concerns, would be applicable to a companies like the Operating Subsidiary and us, given the substantial operations of the Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong.

The PRC laws and regulations are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence the Operating Subsidiary's operations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are by their very nature uncertain.

In addition, these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, which may result in inconsistency with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance, any associated inquiries or investigations, or any other government actions may:

• delay or impede our development;

• result in negative publicity or increase our operating costs;

• require significant management time and attention; and

• subject us to remedies, administrative penalties, and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China -based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti -monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong -based issuers, which may result in a material change in our operations and/or the value of the Shares. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to ensure compliance; decrease demand for our services; reduce revenues; increase costs; require us to obtain more licenses, permits, approvals, or certificates; or subject us to additional liabilities.

For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to ensure compliance; decrease demand for our services; reduce revenues; increase costs; require us to obtain more licenses, permits, approvals, or certificates; or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition, and results of operations could be adversely affected and the value of our Ordinary Shares could decrease or become worthless.

There are uncertainties regarding the interpretation and enforcement of PRC and Hong Kong laws, rules, and regulations.

A substantial majority of our operations are conducted in Hong Kong, a Special Administrative Region of China with its own governmental and legal system that is independent from mainland China and has its own distinct rules and regulations. However, the Operating Subsidiary may become subject to laws, rules, and regulations applicable to foreign investment in mainland China. The PRC legal system is a civil law system based on written statutes. Prior court decisions may be cited for reference but have limited precedential value, unlike the common law system applicable in Hong Kong. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable with little advance notice, which could result in a material change in our operations and/or the value of the Shares.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules, and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules, and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules, and regulations are relatively new, and because of the limited number of published decisions and the non -binding nature of such decisions, and because the laws, rules, and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules, and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.

Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to additional disclosure requirements.

Currently, Hong Kong has a separate legal system from mainland China, and it has its legislative framework and judiciary independent of that of the PRC government. Nonetheless, the recent regulatory developments in China, in particular with respect to restrictions on China -based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry -wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in Hong Kong, or causing the suspension or termination of our business operations in Hong Kong entirely. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability -free manner or at all.

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China -based operating companies (including Hong Kong) before their registration statements will be declared effective. On August 1, 2021, the CSRC issued a statement saying that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China -related issuers. Since the Operating Subsidiary operate in Hong Kong, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference from China.

We may become subject to a variety of PRC laws and other obligations regarding data security offerings that are conducted overseas and / or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer the Shares to investors and cause the value of the Shares to significantly decline or be worthless.

On June 10, 2021, the Standing Committee of the National People's Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high -quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross -border oversight of law -enforcement and judicial cooperation, to enhance supervision over China -based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30 th meeting of the Standing Committee of the 13 th National People's Congress voted and passed the "Personal Information Protection Law of the People's Republic of China" ("PRC Personal Information Protection Law"), which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the CSRC, together with other relevant government authorities in China, issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas ("Overseas Issuance and Listing") shall complete the filing procedures and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise on the basis of the equity, assets, income, or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC, jointly with the relevant authorities, formally published Measures for Cybersecurity Review (2021), which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the ("Operators") carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users' personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On February 17, 2023, the CSRC released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the "CSRC Filing Rules"), which came into effect on March 31, 2023. Under the CSRC Filing Rules, a filing based regulatory system shall be applied to "indirect overseas offerings and listings" of PRC domestic companies, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings, or other similar rights of a domestic company that operates its main business domestically. The CSRC Filing Rules state that any post -listing follow -on offering by an issuer in the same overseas market, including issuance of shares, convertible notes, and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering.

Our Operating Subsidiary may collect and store certain data (including certain personal information) from our clients, who may be mainland China individuals, in connection with our business and operations and for "Know Your Customers" purposes (to combat money laundering). The Measures for Cybersecurity Review (2021), PRC Data Security Law, the PRC Personal Information Protection Law, and the Draft Overseas Listing Regulations currently does not have an impact on our business, operations or this offering, nor do we or our Operating Subsidiary are covered by permission requirements from the CAC that is required to approve Operating Subsidiary's operations and our Offering, as our Operating Subsidiary will not be deemed to be an "Operator" or a "data processor" that required to file for cybersecurity review before listing in the United States, because: (i) our Operating Subsidiary was incorporated in Hong Kong and operate only in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review (2021), the Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored personal information of far less than one million users; (iii) all of the data our Operating Subsidiary have collected is stored in servers located in Hong Kong, and we and our Operating Subsidiary do not place any reliance on collection and processing of any personal information to maintain our business operation; (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a CSRC review, nor received any inquiry, notice, warning, or sanction in such respect initiated by the CAC or related governmental regulatory authorities; and (v) data processed in our business should not have a bearing on national security nor affect or may affect national security, and we and our Operating Subsidiary have not been notified by any authorities of being classified as an Operator. Moreover, pursuant to the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). Therefore, based on the PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulations that may be adopted by mainland China authorities, neither we, nor our Operating Subsidiary in Hong Kong are currently required to obtain any permission or approval from the mainland China authorities, including the CSRC and CAC, to operate our business or to offer the securities being registered to foreign investors. As of the date of this prospectus, neither we nor our Operating Subsidiary have ever applied for any such permission or approval.

However, given the uncertainties arising from the legal system in mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of Draft Overseas Listing Regulations, CSRC Filing Rules, PRC Personal Information Protection Law, relevant mainland China data privacy, cybersecurity laws and other regulations. It is highly uncertain how soon the legislative or administrative regulation -making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiary and the listing of our Ordinary Shares on the U.S. or other foreign exchanges.

If the PRC Personal Information Protection Law becomes applicable to the companies headquartered in Hong Kong, our business, or the operation of our Operating Subsidiary, there can be no assurance that we or our subsidiaries will be able to comply with the PRC Personal Information Protection Law. Our Operating Subsidiary's current practice of collecting and processing personal information may be required to be rectified or terminated by regulatory authorities. Failure to comply with any applicable requirements may subject our Operating Subsidiary to fines and other penalties which may have a material adverse effect on its business, operations, and financial condition. Furthermore, if the CSRC Filing Rules become applicable to our Operating Subsidiary in Hong Kong, if any of our Operating Subsidiary is deemed to be an "Operator", or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiary in Hong Kong, the business operation of our Operating Subsidiary and the listing of our Ordinary Shares in the United States could be subject to the CAC's cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which our Operating Subsidiary currently operate or in which we or our Operating Subsidiary may operate in the future.

Additionally, as our Operating Subsidiary is based in Hong Kong without mainland China operation and subsidiaries, under the currently effective PRC laws and regulations, we and our Operating Subsidiary are not required to seek approval from the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor have we or our Operating Subsidiary received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities as of the date of this prospectus. However, since the CSRC Filing Rules were newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If there is a significant change to the current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Ordinary Shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and / or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China -based issuers. It remains uncertain as to the enactment, interpretation, and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong -based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is a significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

and 129 more changes in the filing

Business 365 changes

We are a holding company incorporated in the Cayman Islands with operations conducted in Hong Kong by our Operating Subsidiary, Masontech Limited. We have been engaged in the provision of wet trades services and other ancillary services as a subcontractor in Hong Kong since 2018. As a subcontractor, we provide our customers with comprehensive wet trades works solutions, which principally include (i) plastering on floors, ceilings and walls, (ii) tile laying on internal and external walls and floors, (iii) brick laying, (iv) floor screeding, and (v) marble works.

Our direct customers are generally main contractors of various building construction projects in Hong Kong and the ultimate owners of the projects undertaken by us mainly include property developers in Hong Kong as well as the Hong Kong government. Our project portfolio consists mainly of private sectors projects in Hong Kong, which include both private residential development and commercial development. We also engage in public sector projects in Hong Kong, which include infrastructure and public facilities developments, although to a lesser extent. We take pride in the quality of works which we deliver and we have developed stable relationship with a majority of our customers over the years.

In recognition of our achievements in the wet trades industry in Hong Kong, our Operating Subsidiary has been granted registration as a Group 2 Registered Specialist Trade Contractor under the Registered Specialist Trade Contractors Scheme (formerly known as the Subcontractor Registration Scheme) of the Construction Industry Council since 2020.

Our Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

We have an established track record in the wet trades industry in Hong Kong Since the inception of our Operating Subsidiary in 2018, we have been striving to provide comprehensive wet trades works solutions to our valued customers and in our operating history of over five years, we have built up our expertise in wet trades works as well as our reputation as a dedicated wet trades works subcontractor in the wet trades industry in Hong Kong. Our ability to consistently achieve customer satisfaction has helped build our customer's confidence in our services and in return, this has created more project engagement opportunities for us. Over the years, we have been awarded by our customers, some of which are leading property developers, with medium to large scale wet trades work projects of various nature in both the private and public sectors including, but limited to, commercial offices, private residential buildings, infrastructures, public housing, government offices. As of the date of this prospectus, we have 6 construction projects on hand (including projects in progress and projects yet to commence). Leveraging our proven track record and our established customer network, we are confident that the demand for our services will continue to grow in the future and we will be able to achieve consistent business growth which will in turn strengthen our competitiveness in the wet trades industry in Hong Kong.

Long-term and stable relationship with our major customers

We have established long -term relationships with customers who we have worked with since the inception of our Operating Subsidiary in 2018, some of which are our major customers as at the date of this prospectus. During the six months ended September 30, 2024 and the years ended March 31, 2023 and 2024, all of our major customers are reputable main contractors of various buildings projects in Hong Kong that belonged to renowned construction groups that are listed on the Stock Exchange of Hong Kong Limited. At the same time, we strive to maintain such long -term and stable relationship with our major customers as we derive a significant portion of our revenue from them. For the years ended March 31, 2023 and 2024, the aggregate revenue generated by three of our major customers accounted for approximately 93% of the total revenue generated and the accounts receivable from such customers also represented approximately 70% of our total current assets as of March 31, 2024. For the six months ended September 30, 2024, the same three major customers generated revenue which in total accounted for approximately 99% of the total revenue generated and the accounts receivable from such customers represented approximately 53% of our total current assets.

We believe that our major customers, being active construction contractors in Hong Kong, regard us as their preferred business partner and their long -standing relationship with us is attributable to their confidence in our ability to consistently deliver quality service over the years of business cooperation, and this gives us a competitive edge when tendering for wet trades contracts which are crucial to our business operations and future business development. Additionally, through working with our major customers who are sizeable developers in Hong Kong, we are well -versed in meeting stringent safety and quality standards over our wet trades works of other potential customers.

Strong network of pre-approved suppliers

As we strive to consistently deliver high quality and timely services to our customers, we maintain a pre -approved list of available suppliers (consists of both subcontractor workers and suppliers of toolings and materials) to allow us to quickly and efficiently source the required materials, equipment, or services for our customers' projects. Not only does this help maintain our desired level of workmanship and project outcomes, but it also streamlines our procurement process. We have generally established stable relationships with our suppliers including our major suppliers. For the six months ended September 30, 2024, we have engaged over 270 subcontractors and 15 suppliers. For the years ended March 31, 2023 and 2024, we have engaged over 245 subcontractors and 20 suppliers, and over 380 subcontractors 25 suppliers, respectively. We consider that our good track record of timely payment to our subcontractors allows us to maintain a strong network of suppliers and allows us to maintain long -term and stable relationship with them. We have not adopted any "pay -when -paid " policy with our subcontractors and we generally pay our subcontractors before payment by our customers. For the six months ended September 30, 2024, our trade receivables turnover days and trade payables turnover days were approximately 56 days and 49 days, respectively. For the years ended March 31, 2024 and 2023, our trade receivables turnover days were approximately 62 and 56 days, respectively, while our trade payables turnover days were approximately 36 and 38 days, respectively.

We believe that our good track record of timely payment helps us to attract and retain high quality subcontractors. With our established relationships with these subcontractors, we believe that not only can we undertake projects of various scale and fulfil the specifications and requirements of different customers, but also ensure stable and timely delivery of services from our subcontractors.

Implementation of stringent quality assurance system

In addition to our ability to attract and retain high quality subcontractors, we have also implemented a stringent quality control system to regulate our work's quality, safety and environmental management standard which ensures that we consistently deliver high quality services to our customers. Our dedicated project management team actively monitors the progress of each project and maintains an open dialogue with our subcontractors to ensure that our various work standards are being complied with and implements corrective measures immediately if any instance of non -compliance is identified. For the year ended March 31, 2024 and 2023 and as at the date of this prospectus, we have not encountered any material disputes and legal proceedings initiated by our customers, and no punitive actions have been taken by any local authorities against our Operating Subsidiary for the violation of any applicable regulations. We believe that our stringent quality control system helps separate us from other competitors and solidifies our position as a dedicated wet trades works subcontractor, which is crucial to our customer retention and business growth.

Experienced and professional management team

Our management team has extensive industry knowledge and project experience in the wet trades work industry in Hong Kong. Mr. SF Tse, our executive director and one of the Controlling Shareholders, has over 20 years of experience in the wet trades work industry in Hong Kong and has managed construction projects of all scales as a project manager. Mr. TT Tse, our executive director and one of the Controlling Shareholders, has over 10 years of experience in the wet trades work industry in Hong Kong and has amassed extensive experience acting as quantity surveyor manager for construction projects. Mr. SF Tse and Mr. TT Tse are jointly responsible for the overall management, formulation of business strategies, project management and day -to -day management of the operations of our Group. Mr. SF Tse and Mr. TT Tse's qualifications and leadership have facilitated us in formulating business strategies and competitive tenders that are essential to us in securing new business. Their technical know -how and industry knowledge acquired and accumulated over the years have also assisted us in carrying out efficient management of project work and in coping with uncertainties encountered during the projects' operation. We believe that our experienced and professional management team is an invaluable asset and will continue to contribute to our business development and future prospects.

Our primary business objective is to further solidify our market position and increase our market share in the Hong Kong wet trades industry. We intend to achieve our business objective by expanding our scale of operation through the implementation of the following strategies:

Expand our workforce

We intend to expand our workforce by employing additional staff in each office department at our Operating Subsidiary. If we do not possess sufficient manpower, our project capacity may be limited and we may not be able to submit tender for additional projects until our project workloads are reduced to a more manageable level. This, however, may severely affect our competitiveness and is not a sustainable solution in the long run. Additionally, our failure to respond to our customer's tender invitation may be perceived negatively by our customers. As such, in order for us to expand our market share, we need to employ additional staff to increase our project capacity such that we could adopt a more proactive approach in our tender submission strategy. In particular, we believe the employment of additional project management staff to be imperative as the increase in projects generally means an increase in number of project worksites. If we intend to take up more projects without recruiting additional project management staff, we may fail to maintain our service quality because such staff may not be able to closely monitor the work quality of each project and address issues of non -compliance immediately due to their increased workload. As such the employment of additional project management staff is one of our priorities and is critical to the continued success of our business.

Acquisition of additional machineries

Along with the hiring of additional manpower, we believe it is equally important for us to acquire additional machinery such as forklifts and plaster spray machines as our project capacity also depends largely on the availability of machinery. We believe that possessing our own machinery is more cost effective than leasing or relying on the provision of machinery by third parties, such as our customers and subcontractors, because (i) we can ensure that the machinery is optimally serviced and exercise greater control over the deployment of our machinery, (ii) we will not be affected by fluctuation in the leasing costs of machineries, (iii) our reliance on available machinery and equipment from third parties is reduced, and (iv) the accuracy of our project cost estimation will be enhanced, thus enabling us to prepare tenders more accurately and competitively. As such, it is imperative for us to continue to acquire additional machinery to ensure that we maintain an optimal level of machinery to cope with the increase in number of projects as our business expands.

Diversifying our project portfolio

Although we have been involved as a subcontractor for construction works in the public sector, our primary focus is still on private sector projects, which accounted for a majority of our total revenue for the years ended March 31, 2024 and 2023. Nevertheless, we believe it would be beneficial to diversify our project portfolio to the public sector as this could reduce our dependency on some of our major customers and on the general private market. In particular, we see the need to diversify our project portfolio to the public sector as the Government has been active in recent years in initiating land resumption plans across Hong Kong for public housing and infrastructure developments. With the increased social demand for greater public housing and improved infrastructures, we anticipate that there will be greater opportunities for projects in the public sector in the coming years. We will continue our efforts in establishing our own machinery fleet, strengthening our financial capacity and manpower such that we could meet the requirements and qualify for public sector projects tender.

Strengthening our marketing efforts

We are generally dependent on our existing major customers for project tender invitation and we do not engage in any active marketing of our business. In order to achieve our business objective of increasing our market share in the wet trades industry in Hong Kong, we believe the adoption of a proactive marketing strategy would be critical. Our proposed marketing strategies include the following: (i) setting up our own website and regularly update the general public on our latest development; (ii) placing advertisements in online magazines, industry publications and on websites; and (iii) establishing our own business development team who shall actively identify and reach out to prospective customers on possible project opportunities. We believe that not only would such marketing strategies help improve our market presence, but it would also help diversify our customer base and reduce our customer concentration.

OUR BUSINESS OPERATIONS

Types of works undertaken

We through our Operating Subsidiary is principally engaged in provison of comprehensive wet trades works solutions as a subcontractor in Hong Kong. Our wet trades works generally include (i) plastering on floors, ceilings and walls, (ii) tile laying on internal and external walls and floors, (iii) brick laying, (iv) floor screeding, and (v) marble works. Set forth below is a brief overview of each type of wet trades works we offer :

(i) Plastering works

Plastering works generally refer to the process of covering rough walls and uneven surfaces in the construction of houses and other structures with a plastic material, called plaster, which is a mixture of lime or cement concrete and sand along with the required quantity of water.

Tile laying works generally entail the cutting and laying tiles on the surface of floors and walls.

Brick laying works generally entail the laying of brick blocks in uniform layers.

(iv) Floor screeding

Floor screeding works generally entail the application of a well -blended mixture of cement with graded aggregates and water to a floor base.

Marble works generally entail the cutting and laying of marble tiles on the surfaces of floors, window sills and walls.

BUSINESS OPERATION FLOW

The following diagram illustrates the key steps of our business operations:

(i) Project identification and invitation by tender

Our projects are typically secured through invitation -based tendering. Our customers, who are main contractors of different types of building construction projects in Hong Kong, usually invite us to submit a tender proposal as a subcontractor. This invitation can be extended through invitation letters, phone calls, or verbal invitations. Additionally, we are provided with preliminary information regarding the project's specifications, site conditions, and relevant drawings.

(ii) Tender analysis and preparation of tenders

Upon receiving the tender or quotation details, our directors would conduct an initial assessment and consider various factors to determine whether to bid for the tender. These factors include assessing the project's profitability, feasibility based on technical specifications, our expertise and capacity, available manpower resources, labor and construction material costs, project schedule, quality expectations, preliminary safety and environmental risk analysis, and other potential risk factors associated with the project. If necessary, we may also conduct on -site inspections to gain a better understanding of the site conditions. Once our directors deem a potential project acceptable based on our assessment, our contract manager takes responsibility for preparing a tender proposal which is reviewed by our directors before it is submitted to the customer for consideration.

For the six months ended September 30, 2024, our tender success rate was 16.7%. For the years ended March 31, 2023 and 2024, our tender success rate was 15% and 15.4%, respectively.

(iii) Analysis, approval and decision -making by customer

Upon receiving our tender, our customer may seek clarification on the details of our submission through interviews or inquiries. Once our customer decides to engage our services, they will typically inform us of their acceptance of our tender through written confirmation. This is followed by the execution of a formal agreement between us and the customer, which sets out the terms of our engagement.

(iv) Formation of project management team and preparation

Project management team composition and responsibilities

Our project management team is generally tasked with a wide range of responsibilities, including, but not limited to the following: (i) developing work schedules, (ii) engaging, supervising, and collaborating with subcontractors, (iii) arranging for the purchase of construction materials and the transportation of machinery (iv) overseeing work progress, monitoring the project budget, ensuring compliance with all applicable laws and regulations, (v) preparing progress reports, (vi) maintaining an open dialogue with our customers to ensure that the quality of work performed meets their requirements: Our project management team generally consist of the following key personnel:

Site agent — Our site agent is responsible for inspecting fieldwork, including monitoring the work progress and communicating with our foreman about each project's daily operations.

Site foreman — Our foreman is responsible for coordinating, providing guidance to, and supervising our workers and subcontractors on site. Our foreman is also required to act as a safety supervisor.

Quantity surveyor — Our quantity surveyor is responsible for conducting cost estimation, determining and procuring the required quantity of materials and tools for the project, monitoring their usage, managing project implementation costs, and handling payment applications to our customers.

Safety supervisor — Our safety officer is responsible for setting up safety plans for our subcontractors, inspecting machinery and equipment to ensure they are safe to be used, conducting regular safe walks to maintain a safe working environment and site tidiness, handling safety incidents, and keeping safety records.

Engagement of subcontractors

Depending on the scale and complexity of the project, and our available resources, our project management team would engage subcontractors from our pre -approved list of subcontractors prior to the execution of the project. Our list of pre -approved subcontractors is carefully curated and we select our subcontracts based on their work quality, industry reputation, labor capacity, delivery punctuality, and safety and environmental track record. We will execute a formal service contract with our selected subcontracts. Upon engagement, our subcontractors are given instructions and are closely supervised by our site agents.

Machinery Arrangements

Most of our wet trades works involve the usage of machinery. Our site agent is responsible for managing the machinery and equipment for all projects and determining the types of machinery to be used, the time for the usage of machinery and the transportation logistics of machinery.

Purchasing of materials

We are generally responsible for purchasing and providing the required materials to our subcontractors. Our quantity surveyor will place orders with our list of pre -approved suppliers and purchase the required materials. In some projects, certain construction materials might be purchased by our customer on our behalf for their projects.

(v) Project execution

The construction works are carried out by our subcontractors, who work under the supervision of our onsite project teams and representatives of our customers. Throughout the execution phase, our site agents regularly meet with our customers to review the progress of the work and address any issues that may arise during the project execution phase.

(vi) Project management and supervision

We adopt stringent quality standards pursuant to which our project team is required to complete the construction work on time, avoid poor workmanship, and minimize defects. Our site agents and foreman peruse our customer's project specifications carefully and maintains constant dialogue with our customers so as to understand the acceptance standard before the completed work is to be inspected by our customer. Our site agents are also required to prepare monthly progress records on the works performed by our workers and subcontractors. Such monthly progress records are passed to our quantity surveyors for review.

(vii) Order variation

During the project execution, it is possible for our customers to request additional work or changes to certain aspects of the project. These orders are commonly known as variation orders. Variation orders can involve various types of modifications, including additions, omissions, substitutions, alterations, changes in quality, form, character, kind, position, or dimension. To address variation orders, we engage in discussions with our customers to reach mutual agreement on the cost implications. This involves determining the amount to be added or deducted from the contract sum, primarily based on the rates established in the original contract. Typically, we receive notification of a variation order through a formal letter from our customer, providing detailed instructions regarding the specific work resulting from the variation order. If necessary, we seek quotations from our subcontractors and prepare a rate proposal for the variation order, which is then submitted to our customer for approval.

(viii) Customer inspection and application for interim payment

During the course of the project execution phase, our customer or their representatives would also inspect our work done from time to time in order to monitor our work quality and confirm completion of the relevant works done before our interim payment applications are certified. Upon completion of such inspection, our customer may issue a report identifying the defects (if any) that need to be rectified.

We are generally entitled to interim payments from our customers on a monthly basis based on the work completed throughout the project execution phase. To receive such payment, we are required to prepare payment applications following the instructions of our customers which normally include details of work completed and variation orders (if any). Once our customer has approved our payment application, the interim payment will be paid to us within 30 days. Our customers usually retain up to 10% of each interim payment and up to a maximum limit of 5% of the contract sum as retention money. Generally, the retention money will be withheld by our customer, 50% of which will be released to us on completion of the project and the remaining 50% upon the agreement of the final account between our customer and us, which usually takes approximately 1 year.

(ix) Project completion

Our project is generally considered to be completed once we have completed our work as specified in the contract. Our customers conduct thorough inspections and examinations of the work we have completed to ensure compliance with their quality standards, requirements, and specifications. Upon completion and passing of the inspection, we will generally receive a completion certificate from our customer. We are then required to submit a detailed project settlement report to our customer within a specified period of time for the purpose of settling the final account, pursuant to which we are required to set out, among others, a detailed breakdown of the project costs including labor, materials, subcontractor expenses and other related expenses.

(x) Defects liability period

Subject to the requirements of our customers, a defects liability period of up to 12 months from the date of completion of the project may be provided by us. During the defects liability period, we are responsible for remedial work that may arise from the defective work or materials used.

Our project portfolio consists mainly of private sectors projects in Hong Kong, which include both private residential development and commercial development. We also engage in public sector projects in Hong Kong, which include infrastructure and public facilities developments, although to a lesser extent. As at the date of this prospectus, we have 8 projects on hand (including projects in progress and projects that are awarded to us but have not yet commenced). For the years ended March 31, 2024 and 2023, we completed in 2 projects in total. The majority of our revenue for the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023 was derived from wet trades works for residential developments.

Set forth below are descriptions of the developments for which we performed wet trades works for the six months ended September 30, 2024 and for years ended March 31, 2024 and 2023:

Residential: we have participated in both private housing projects initiated by some of the leading private property developers in Hong Kong as well as public housing projects initiated by the Hong Kong government. Residential development projects accounted for approximately 99% of our revenue for the six months ended September 30, 2024, and approximately 82% and 93% of our revenue for the years ended March 31, 2024 and 2023, respectively.

Commercial: we have participated in office building construction and new commercial zone development project across Hong Kong. Commercial development projects accounted for approximately 0% of our revenue for the six months ended September 30, 2024, and approximately 11% and 5% of our revenue for the years ended March 31, 2024 and 2023, respectively.

Infrastructure and public facilities: we have participated in government office and public leisure centre construction projects. Infrastructure and public facilities development projects accounted for approximately 1% of our revenue for the six months ended September 30, 2024, and accounted for approximately 7% and 2% of our revenue for the years ended March 31, 2024 and 2023, respectively.

For the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023, our customers are primarily main contractors of property development and civil engineering projects in Hong Kong. Our five largest customers accounted for 100% of our revenue for the six months ended September 30, 2024 and the years ended March 31, 2024 and 2023. For the year ended March 31, 2024 three of our customers generated income which accounted for more than 10% of our annual revenue, one for 61.1% ("Customer A"), one for 21.8% ("Customer B") and one for 10.4% ("Customer C").

Customer A is a company in Hong Kong with over 60 years of history and is principally engaged in the design and construction of building works for private sector clients in Hong Kong. Customer A is one of the construction arms of a holding company listed on the Main Board of the Stock Exchange of Hong Kong Limited, a conglomerate with a diverse portfolio of infrastructure projects, predominantly in Hong Kong and mainland China. Customer B is a company in Hong Kong with over 35 years of history and is principally engaged in building construction and project management in Hong Kong, as well as investment holding. Customer C is a company in Hong Kong with over 45 years of history and is principally engaged in building construction in Hong Kong. Both Customer B and Customer C are the construction arms of a holding company listed on the Main Board of the Stock Exchange of Hong Kong Limited, which is one of the largest general contractors in Hong Kong and Macao as well as one of the leading urban investment operators in mainland China.

As for the year ended March 31, 2023 two of our customers accounted for more than 10% of our annual revenue, namely, Customer B for 63.8% and Customer A for 34.1%. All such customers that generated income which accounted for more than 10% of our annual revenue are subsidiaries of leading property developers in Hong Kong and in the PRC who are listed on the Stock Exchange of Hong Kong Limited.

For the six months ended September 30, 2024, two of our customers generated income which accounted for more than 10% of our revenue, one for 58.7% (being Customer B) and one for 33.4% (being Customer C). At the same time, Customer A generated income which accounted for 6.6% of our revenue for the six months ended September 30, 2024.

For the years ended March 31, 2024 and 2023 and as of the date of this prospectus, we did not have any uncollectible accounts receivable from our major customers as identified above and we received timely payment from such major customers pursuant to the agreed payment schedule as stipulated under our contracts. Our management monitors the movements in our accounts receivable, particularly accounts receivable from our major customers, to ensure timely collection and maintain healthy cash flow. This includes regularly reviewing outstanding invoices, analyzing payment patterns, and identifying any potential issues with customer creditworthiness.

and 285 more changes in the filing

Forward-looking statements 66 changes

• competition in our market;

This prospectus contains forward -looking forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward -looking forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "goal," "objective," "anticipate," "believe," "estimate," "predict," "potential," "continue," and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward -looking forward-looking statements. The forward -looking forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward -looking Forward-looking statements include statements about:

• timing of the development of future business;

• capabilities of our business operations;

• expected future economic performance;

• continued market acceptance of our services;

• changes in the laws that affect our operations;

• inflation and fluctuations in foreign currency exchange rates;

• our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

• continued development of a public trading market for our securities;

• the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations;

• managing our growth effectively;

• projections of revenue, earnings, capital structure, and other financial items;

• fluctuations in operating results;

• dependence on our senior management and key employees; and

• other factors set forth under "Risk Factors."

You should refer to the section titled "Risk Factors" for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward -looking forward-looking statements. As a result of these factors, we cannot assure you that the forward -looking forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward -looking forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward -looking forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward -looking forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

You should read this prospectus

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward -looking forward-looking statements by these cautionary statements.

prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties, as well as estimates by our management based on such data. None of these third parties are affiliated with us, and the information contained in this prospectus has not been reviewed or endorsed by any of them. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

While we believe that

the information from these industry publications, surveys, and studies is reliable, the industry in which our Operating Subsidiary operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled "Risk Factors." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADES WORK INDUSTRY IN HONG KONG

trades works are a subset of fitting-out works and involve the use of dry construction materials mixed with water. In Hong Kong, wet trades work encompasses various activities such as plastering, brickwork, wall and floor tiling, painting and decoration, floor screeding, and marble works. Wet trades contractors may also provide ancillary services related to wet trades, including cleaning, smoothing platforms, applying sealant, washed granolithic screed, on-site logistics services, and more. The demand for wet trades works primarily arises from construction, renovation, maintenance, additions, and alterations of buildings in residential (private residential buildings and public housing), commercial (hotels, office buildings, retail stores, shopping malls), industrial, government, community facilities, transportation, and public infrastructure sectors.

trades works are carried out in various types of buildings and facilities in Hong Kong, including residential buildings, commercial buildings, industrial buildings, government buildings, and community facilities. Here are some common examples of wet trades works:

1) Plastering : It involves applying a coating composed of gypsum or ash, cement, sand, and water to protect and decorate ceilings, floors, walls, and stairs.

2) Brickwork (bricklaying) : Bricks are commonly used to construct walls, and mortar is applied between the bricks to facilitate positioning.

3) Wall and floor tiling : This refers to the trimming and installation of ceramic tiles on interior and exterior walls and floors using mortar for grouting.

4) Painting and decoration : It involves applying colored tint to interior spaces for aesthetic purposes.

5) Floor screeding : This process entails applying a mixture of

Portland cement, aggregates, and water to the floor surface.

6) Marble works : It includes the fabrication, polishing, setting, and installation of marble and other limestone materials on various parts of a building structure, such as floors and walls.

In the construction industry,

the value chain involves the coordination and management of various parties involved in a construction project. Typically, the main contractors have the responsibility of overseeing the overall progress and quality of the project. They monitor the day-to-day operations at the construction site and coordinate with subcontractors who carry out specific construction tasks. Main contractors often subcontract certain construction works to specialized subcontractors for a couple of reasons. Firstly, labor-intensive tasks like wet trades are subcontracted to ensure an adequate supply of direct labor. Main contractors usually maintain a small permanent workforce to control costs. Secondly, subcontractors often possess the necessary expertise and experience to perform specific tasks more efficiently. It is generally more cost-effective to allocate different parts of the construction works to subcontractors who specialize in their respective fields of expertise.

trades subcontractors typically collaborate with main contractors in the construction industry. Their main responsibilities include managing wet trades workers, coordinating subcontractors, and overseeing the progress and quality of wet trades works. In the wet trades works industry, it is common practice to subcontract the works to different subcontractors. These subcontractors, who are engaged on a project-by-project basis, often provide direct labor for specific trades. This approach is preferred over maintaining a permanent agreement with a pool of workers for different trades, which can be costly. In some cases, main contractors may provide certain tools and miscellaneous services to their wet trades subcontractors for use on the same projects. The cost of these supplies is then deducted from the payment certificates issued to the wet trades subcontractors.

development of the wet trades market is highly associated with the constructions of buildings and infrastructures. In particular, the rising housing supply would serve as the driver to the wet trade works market in Hong Kong. As set out in the chief executive's 2023 policy address, one of the government's main focus is to enhance the quantity, speed, efficiency and quality of public housing supply. To achieve such goals, the government will be adopting a series of measures, including, but not limited to, the following:

1) Extend the mortgage default guarantee period for subsidized sale flats in the second-hand market - The Hong Kong Housing Authority (HKHA) will relax the arrangements on mortgage default guarantee for SSFs, including extending the current maximum mortgage default guarantee period of the second-hand market from 30 years to 50 years to allow purchasers to have mortgage loans of longer tenor and help the circulation of flats;

2) Sustain HKHA redevelopment projects - The

HKHA is planning or undertaking 10 redevelopment projects2 to provide some 32 800 flats in total. It will also take the opportunity to provide additional local open space and recreational facilities in the redeveloped public housing estates;

3) Promote smart estate management - The HKHA

will select 10 PRH estates as pilot sites next year for trial adoption of such innovative technologies as the Internet of Things sensors, AI and mobile devices. These will help daily estate management; and 4) Optimise the Modular Integrated Construction (MiC) approach to enhance speed, efficiency and quality - HKHA will continue to apply innovative construction technologies, as well as testing and improving the techniques of the MiC approach, to enhance building quality and expedite construction.

addition to public housing, the government will make available sufficient land in the next five years to provide about 80,000 units for private housing. To promote the growth of the private housing market, the government has also adopted the following measures:

1) Shorten the applicable period of the Special Stamp Duty (SSD)

from three years to two years. In other words, if a property owner disposes of his/her property two years after acquisition, he/she will no longer need to pay the SSD, which amounts to 10% of the property price;

2) reduce the respective rates of the Buyer's Stamp Duty

(BSD) and the New Residential Stamp Duty (NRSD) by half, from 15% to 7.5%. This arrangement will help alleviate the financial burden on Hong Kong; and 3) Permanent Residents (HKPRs) who have already owned residential properties in their acquisition of another residential property, as well as reduce the costs of non-HKPRs in their acquisition of residential properties; and (iii) introduce a stamp duty suspension arrangement for incoming talents' acquisition of residential properties.

This is an enhancement of the stamp duty refund arrangement introduced last year for eligible incoming talents, whereby an incoming talent is required to pay the BSD and the NRSD at the time of property acquisition and will get a refund of the stamp duty paid when the talent concerned has resided in Hong Kong for seven years and become a HKPR. Under the suspension arrangement, the payment of stamp duty concerned is suspended at the time of property acquisition, but the talent is required to pay the relevant amount if he/she is subsequently unable to become a HKPR. This new arrangement applies to any sale and purchase agreement entered into from today onwards.

utilization of machinery and equipment:

the "Designated Workers for Designated Skills" provision in the Construction Workers Registration Ordinance (CWRO), construction works within specific trade divisions on construction sites can only be independently carried out by registered skilled or semi-skilled workers. This provision aims to enhance both the quality of construction works and the skills of workers. A future market trend is the increasing adoption of machinery and equipment, such as plaster spray machines and floor screeding machines, to replace manual labor. In wet trades projects involving plastering works, it is becoming more common to replace manual operations with plaster spray machines. This transition enhances worker productivity and further improves the quality of craftsmanship. By using plaster spray machines, workers can cover a larger area of plastering works compared to traditional manual methods within the same timeframe.

training and revitalization of manpower in the industry:

address the manpower shortage in the construction industry, the Construction Industry Council (CIC), with support from the Development Bureau, has initiated the "Advanced Construction Manpower Training Scheme - Pilot Scheme (Structured On-the-job)." This scheme aims to train semi-skilled workers to become skilled workers. Additionally, the CIC has launched the Construction Industry Council Relief Fund - Multi-skills Training Scheme for Registered Workers, which assists underemployed or temporarily unemployed registered construction workers in acquiring new skills to enhance their competitiveness and prepare for further development within the industry. It is expected that labor within the wet trades industry will continuously acquire relevant skills, leading to increased productivity and efficiency.

2012, the Hong Kong Government has implemented the Mandatory Building Inspection Scheme (MBIS), requiring owners of buildings aged 30 years or older and served with statutory notices to conduct prescribed inspections. The Urban Renewal Authority (URA) highlights the urgent need to revitalize dilapidated urban areas, particularly those in densely populated urban cores like Sham Shui Po and Kowloon City. By 2046, it is projected that there will be approximately 326,000 private housing units aged 70 years or older. The URA is conducting planning studies for Tsuen Wan and Sham Shui Po, with the comprehensive urban renewal master plans and restructuring proposals expected to be ready by phases from the second half of 2024. In the coming five years, the URA will also commence redevelopment projects of the "Nullah Road Urban Waterway" in Mong Kok East and the "Street Consolidation Areas" in Yau Ma Tei South. To enable the URA to cope with future financing demand, the Hong Kong government granted approval in mid-2023 for raising its borrowing limit from $6 billion to $25 billion. The Hong Kong government will also provide suitable land for the URA at nominal land premium to enhance the viability of the concerned redevelopment projects and increase the usable resources available to URA industry standards and customer requirements:

the rising living standards and disposable income of Hong Kong citizens, property developers are increasingly seeking higher durability in buildings and facilities with minimal defects and future maintenance costs. This expectation sets higher standards for the quality of materials, working processes, and craftsmanship in wet trade works. Property developers aim to enhance the competitiveness of their properties, leading to an increased demand for quality wet trade works that meet interior design and inspection requirements. The interior environment of residential flats and commercial buildings, including texture, color, materials, fixtures, furniture, and accessories, has become a key focus of competition in the wet trade works industry. Consequently, property developers and main contractors prefer well-established wet trade work contractors known for their quality of work.

development of commercial areas:

Rating and Valuation Department of Hong Kong, the number of sale and purchase agreements for commercial units has increased from 1,520 units to 2,189 units between 2016 and 2021, with the total consideration for offices and commercial units rising from HK$24.5 billion (approximately US$3.16 billion) to HK$42.0 billion (approximately US$5.38 billion).

Areas such as Kowloon East and Island East have experienced enhanced accessibility and infrastructural development, leading to a constant need for rapid expansion and wet trade works in these regions. The Hong Kong government's Land Sale Programme for 2020 to 2022 includes the sale and development of eight sites for commercial buildings. Additionally, several hotels and shopping malls are planning upgrades in response to market dynamics. The growth of wet trade works is supported by expanding commercial activities, the development of new business districts, and residential and entertainment facilities. Furthermore, the government's continuous investment in infrastructure, with an estimated annual expenditure of over HK$100 billion (approximately US$12.8 billion) and an estimated annual construction volume of HK$300 billion (approximately US$38.4 billion) in both the public and private sector projects, as proposed in the 2023 Policy Address by the Chief Executive, will further drive the demand for wet trade works.

CONSTRAINTS AND LIMITATIONS

of the construction industry:

The wet trades works industry,

as a part of the construction industry, is subject to the cyclical nature of the overall construction sector. This cyclical pattern is closely linked to macroeconomic conditions, government policies, and the business cycle. During economic downturns, tighter financial budgets and increased financing costs may lead project owners to be more cautious in initiating new projects or allocating resources.

Similarly, if there are indications of a slowdown in land supply or government development programs in Hong Kong, the growth of the wet trades works market may be impeded.

and rising labor costs:

Construction Industry Council has identified labor engaged in wet trade works, such as plasterers, bricklayers, and concreters, as experiencing a shortage of skilled workers in Hong Kong. The aging population and heightened skill and qualification requirements have contributed to this shortage. To attract qualified workers, market participants may need to offer competitive remuneration packages, growth opportunities, and flexible schedules. The intensifying competition for talent will result in higher labor costs and pose a challenge to the growth of the wet trades market.

The prices of raw materials

in the wet trade works industry have been steadily rising Among all the raw materials used in wet trade works, the average price of sand has experienced the highest increase, primarily due to limited supplies of river sand in the People's Republic of China (PRC).

The inflation in material costs will lead to higher expenses for participants in the wet trades market, potentially impacting profit margins negatively.

Use of proceeds 14 changes

Based upon an IPO price of US$5.00 per Ordinary Share, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately US$5,286,608 if the Underwriters do not exercise their Over -Allotment Option, and US$6,411,608 if the Underwriters exercise their Over -Allotment Option in full, after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed IPO price of $5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by $1,380,000, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non -accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1 million in the number of Shares we are offering would increase (decrease) the net proceeds to us from this offering by $5,000,000, assuming the assumed IPO price remains the same, and after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us.

The primary purpose of this offering is to create a public market for the Shares for the benefit of all shareholders. We plan to use the net proceeds of this offering as follows:

• Approximately 15% for expanding our workforce;

• Approximately 15% for acquisition of additional machineries;

• Approximately 15% for diversifying our project portfolio;

• Approximately 15% for strengthening our marketing efforts; and

• The remaining 40% to fund working capital and for other general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe in this prospectus.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short -term , interest -bearing bank deposits or debt instruments.

We will not receive any

proceeds from the sale of the Class A Ordinary Shares offered by this prospectus. All net proceeds from the sale of the Class A Ordinary Shares covered by this prospectus will go to the Selling Shareholders. We will bear the costs and expenses of registering the Class A Ordinary Shares covered by this prospectus, other than any brokerage commissions and similar selling expenses attributable to sales by the Selling Shareholders, which will be borne by the Selling Shareholders. We will, however, receive cash proceeds equal to the aggregate exercise price of any Warrants exercised for cash, up to approximately US$1,600,800 if all of the Warrants are exercised for cash, and we intend to use those proceeds for general corporate purposes, including working capital.

We will not receive any proceeds

from the sale of the Class A Ordinary Shares by the Selling Shareholders. We will, however, receive cash proceeds equal to the aggregate exercise price of any Warrants exercised for cash. If all of the Warrants were exercised for cash in full, we would receive gross proceeds of approximately US$1,600,800, comprising US$867,100 from the exercise of the Series A Warrants and US$733,700 from the exercise of the Series B Warrants. We currently intend to use any such proceeds for general corporate purposes, including working capital, and we have not allocated any specific portion of such proceeds to any particular purpose. See "Summary of the Warrants" and "Plan of Distribution." The Warrants contain no cashless exercise or net exercise feature, so any exercise must be for cash and the full exercise price must be paid.

Dividend policy 38 changes

and 38 more changes in the filing

MD&A 205 changes

5 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

and 205 more changes in the filing

Principal stockholders 29 changes

and 29 more changes in the filing

Management 315 changes

and 315 more changes in the filing

Plan of distribution 136 changes

and 136 more changes in the filing

Undertakings 10 changes

4 unchanged paragraphs

2 unchanged paragraphs

7 unchanged paragraphs

and 10 more changes in the filing

Exhibits 37 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

and 37 more changes in the filing