Masonglory: securities offering

Cover page 14 changes

As confidentially submitted to the Securities and Exchange Commission on October 21 , 2024.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

REGISTRATION STATEMENT No. [* ]-

As filed with the Securities and Exchange Commission on November 6 , 2024.

Registration Statement No. 333-[*]

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122 East 42 nd Street, 18 th Floor

Phone: +1 (800) 221-0102

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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 EF Hutton LLC, Benjamin Securities, Inc., 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.

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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. Since the CSRC Filing Rules are newly promulgated, their 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 the CSRC Filing Rules become applicable to us or the Operating Subsidiary in Hong Kong, if the Operating Subsidiary is deemed to be an "Operator", or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information

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. Since the CSRC Filing Rules are newly promulgated, their 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 the CSRC Filing Rules become applicable to us or the Operating Subsidiary in Hong Kong, if the 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 the Operating Subsidiary in Hong Kong, the business operation of the 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. While, we do not believe we are covered by the permission requirements from CSRC or CAC, investors of our company and our business may face potential uncertainty from actions taken by the PRC government affecting our business. If the applicable laws, regulations, or interpretations change and the Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that the 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. 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 PRC regulatory authorities, which 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. See " Risk Factors — Risks Related to Doing Business in Hong Kong — 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 " on page 28.

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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$ 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."

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We expect our total cash expenses for this offering to be approximately US$ , including cash expenses payable to the Underwriters for their reasonable out -of -pocket expenses, exclusive of the above discounts.

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$ , US$5.00, the total underwriting discounts payable will be US$ US$603,750 and the total proceeds to us, before expenses, will be US$ . US$8,021,250.

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Benjamin Securities, Inc.

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Prospectus summary 11 changes

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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 Tun. On February 29, 2024, one (1) Ordinary Share was allotted and issued as fully paid to Mr. TS Fung. at a consideration of US$0.0001.

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• Failure to maintain safe construction sites 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. • Unsatisfactory performance by our subcontractors or unavailability of subcontractors may adversely affect our operation and profitability.

• Unsatisfactory performance by our subcontractors or unavailability of subcontractors may adversely affect our operation and profitability.

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• Rising costs and limited supply of raw materials may increase our costs and affect our performance.

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

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• 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 lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of the Shares.

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• 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.

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We estimate the IPO price will be between US$ US$4.00 and US$ US$6.00 per Ordinary Share.

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We have granted the Underwriter an option to purchase up to 225,000 additional Ordinary Shares from us at the public offering price less the underwriting discount within 45 days after the Closing Date to cover over -allotments (such option, "Over -Allotment Option").

Based upon an IPO price of US$ US$5.00 per Share (the midpoint of the price range set forth on the cover page of this prospectus), we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately US$ US$5,286,680 if the Underwriters do not exercise their Over -Allotment Option, and US$ 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.

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Risk factors 2 changes

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If you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$ US$4.37 per share, representing the difference between our pro forma as adjusted net tangible book value per share of US$ US$0.48 as of March 31, 2024, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus, and an assumed public offering price of US$ US$5.00 per share. See "Dilution" for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

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As of the date of this prospectus, our directors, officers, and principal shareholders hold in aggregate 92% or more of our Ordinary Shares. We 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, our Controlling Shareholders will own [*] 11,500,000 of our total issued and outstanding Ordinary Shares through Fung & Tun Limited, representing approximately 82.14% of the total voting power.

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Use of proceeds 2 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.

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Capitalization 3 changes

The following table sets forth our capitalization as of [*], March 31, 2024, on:

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• a pro forma as adjusted basis to give effect to the sale of 1,500,000 of the Shares in this offering at the assumed IPO price of US$ US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us, assuming the Underwriters do not exercise the Over -Allotment Option.

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Ordinary Shares, US$0.0001 par value per share: 500,000,000 shares authorized; [*] 12,500,000 shares issued and outstanding; 14,000,000 shares issued and outstanding pro forma [*] [*] 1,250 1,400 Additional paid-in capital — [*] 5,285,211 Retained earnings [*] [*] 722,855 722,855 Total stockholders' equity [*] [*] 2,019,061 7,305,669 Total capitalization [*] [*] 5,137,464 10,424,072 ____________ (1) Reflects the sale of Ordinary Shares in this offering at an assumed IPO of US$ US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual IPO price and other terms of this offering determined at pricing. Additional paid -in capital reflects the net proceeds we expect to receive after deducting the underwriting discounts and commissions (underwriting discount equal to % 7.0% per Ordinary Share), and estimated offering expenses payable by us (US$ ). (US$2,213,392). We estimate that such net proceeds will be approximately US$ 5,286,608 . For an itemization of an estimation of the total offering expenses payable by us, see "Expenses Related to this Offering."

Dilution 7 changes

If you invest in the Shares in this offering, your interest will be immediately diluted to the extent of the difference between the IPO price per Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the IPO price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share. As of March 31, 2024, we had a historical net tangible book value of US$ , US$1,793,851, or US$ US$0.16 per Ordinary Share. Our net tangible book value per Ordinary Share represents total tangible assets less intangible asset, all divided by the number of Ordinary Shares outstanding as of March 31, 2024.

After giving effect to the sale of Ordinary Shares in this offering at the assumed IPO price of US$ US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), we will have 14,000,000 Ordinary Shares outstanding, and after deducting the underwriting discounts and commissions, non -accountable expense allowance, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at March 31, 2024, would have been US$ , US$7,305,668.73, or US$ US$0.64 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$ US$0.48 per Ordinary Share to existing investors and immediate dilution of US$ US$4.37 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Ordinary Shares in this offering:

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Increase in pro forma as adjusted net tangible book value per Ordinary Share attributable to new investors purchasing Ordinary Shares in this offering $ 0.48 $ 0.48 Pro forma as adjusted net tangible book value per Ordinary Share after this offering $ 0.64 $ 0.63 Dilution per Ordinary Share to new investors in this offering $ 4.37 $ 4.37 ____________ (1) Assumes gross proceeds from the offering of 1,500,000 Ordinary Shares, and assumes that the Over -Allotment Option has not been exercised.

(2) Assumes gross proceeds from the offering of 1,725,000 Ordinary Shares, and assumes that the Over -Allotment Option has been exercised in full.

Each US$1.00 increase (decrease) in the assumed IPO price of US$ US$5.00 per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value as of March 31, 2024, after this offering by approximately US$ US$0.12 per Ordinary Share, and would increase (decrease) dilution to new investors by US$ US$0.88 per Ordinary Share, assuming that the number of Ordinary 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.

If the Underwriters exercise their Over -Allotment Option in full, the pro forma as adjusted net tangible book value per Ordinary Share after this offering would be US$ , US$0.63, the increase in net tangible book value per Ordinary Share to existing shareholders would be US$ , US$0.48, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$ . US$4.37.

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The following table summarizes, on a pro forma basis as of March 31, 2024, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this offering, the total consideration paid, and the average price per Ordinary Share paid at the assumed IPO price of US$ US$5.00 per Ordinary Shares, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and estimated offering expenses. The total number of Ordinary Shares does not include the Over -Allotment Option.

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Corporate History and Structure 3 changes

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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 Tun. On February 29, 2024, one (1) Ordinary Share was allotted and issued as fully paid to Mr. TS Fung at a consideration of US$0.0001.

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– Issued share capital of US$2 US$2.00

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– Issued share capital of HK$20 HK$20.00

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Business 1 change

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We are committed to providing a safe and healthy working environment and we have adopted an occupational health and safety system as required by relevant occupational health and safety laws, rules, and regulations for the benefit of our employees and our subcontractors' employees. Staff handbook is given to our employees to ensure that they are familiar with our occupational health and safety policy. It is also our concern not to put the general public in danger. Our site agent and foremen are responsible for setting up safety plans for workers before carrying out their work on construction sites, 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.s, tidiness, handling safety incidents, and keeping safety records. In addition, we will conduct regular internal safety audits and regular safety training with our staff.

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Management 8 changes

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Mr. Tse Shing Fung (" Mr. SF Tse ") has served as the chairman of the board of directors since February 21, 28, 2024. Mr. SF Tse is the founder member of our Operating Subsidiary and he has served as the director of our Operating Subsidiary since its inception on September 11, 2018. Mr. SF Tse, together with 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 has over 20 years of experience in the wet trades work industry in Hong Kong. Prior to the formation of our Operating Subsidiary, Mr. SF Tse worked as a project manager at Eric Tse Cement Works Co., Ltd. from June 2004 to August 2018. Mr. SF Tse completed his secondary education in Australia in December 2003. Mr. SF Tse is the elder brother of Mr. TT Tse, another director of the Company.

Mr. Tse Tsz Tun (" Mr. TT Tse ") has served as our director since February 28, 2024 and is our chief executive officer. since February 21, 2024. Mr. TT Tse has also served as the director of our Operating Subsidiary since July 2, 2019. Mr. TT Tse, together with Mr. SF 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. TT Tse has over 10 years of experience in the wet trades work industry in Hong Kong. Prior to joining our Operating Subsidiary, Mr. TT Tse worked as a quantity surveyor manager at Eric Tse Cement Works Co., Ltd. from September 2011 to August 2018. Mr. TT Tse obtained a Bachelor of Arts with Honours in Business Management from the University of Winchester in 2011. Mr. TT Tse has also attended and completed the Safety Supervisor (Construction) Course conducted by the Occupational Safety and Health Management Institute in August 2017. Mr. TT Tse is the younger brother of Mr. SF Tse, another director of the Company.

Mr. Tsoi Chi Hei (" Mr. Tsoi ") has served as the is our chief financial officer. since February 21, 2024. Mr. Tsoi also served as the chief financial officer of our Operating Subsidiary since December 1, 2023. . Mr. Tsoi is a member of the Hong Kong Institute of Certified Public Accountants since March 2014 and has over 10 years of experience in in auditing, accounting and financial management. Mr. Tsoi has worked in a number of accounting firms as an auditor, including working in Shinewing (HK) CPA Limited from July 2012 to December 2014 with his last position as senior accountant and KPMG from December 2014 to January 2017 with his last position as manager. Mr. Tsoi has served as the company secretary of Noble Engineering Group Holdings Limited (stock code: 8445), a company listed on the GEM of the Stock Exchange of Hong Kong Limited, since January 2017, a position which he holds today. Mr. Tsoi obtained a Bachelor of Accountancy from The Hong Kong Polytechnic University in November 2010.

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Mr. Lam Ka Shun ("Mr. Lam") has served as our project manager since February 21, 28, 2024. Mr. Lam has also served as the contract manager of our Operating Subsidiary since December 1, 2023. Mr. Lam has over 15 years of experience in the wet trades work industry in Hong Kong. Prior to joining our Operating Subsidiary, Mr. Lam worked at Eric Tse Cement Works Co., Ltd. from February 2008 to November 2023 with his last position as quantity surveyor manager. Mr. Lam obtained a Bachelor of Business (Marketing) and Master of Business (Marketing) from the Queensland University of Technology in September 2007 and August 2008, respectively. Mr. Lam has also attended and completed the Construction Safety Supervisor Course conducted by the Construction Industry Council in June 2017.

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We intend to enter into employment agreements with each of our executive officers. that will become effective upon the completion of this offering. Under these agreements, each of our executive officers will be employed for a specified time period. — typically for one year. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer's employment without cause upon 30 days' advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with 30 days' advance written notice.

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Concurrent with the listing of the Shares on Nasdaq, our audit committee will consist of Mr. Lui, Mr. Man and [*] [ to confirm INED candidate ], Ms. Cheng, and will be chaired by Mr. Lui. We have determined that each of these three director nominees satisfies the "independence" requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A -3 under the Exchange Act. We have determined that Mr. Lui qualifies as an "audit committee financial expert." The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

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Concurrent with the listing of the Shares on Nasdaq, our compensation committee will consist of Mr. Lui, Mr. Man and [*] [ to confirm INED candidate ], Ms. Cheng, and it will be chaired by [*] [ to confirm INED candidate ]. Mr. Man. We have determined that each of these directors satisfies the "independence" requirements of the Nasdaq listing rules. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee will be responsible for, among other things:

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Concurrent with the listing of the Shares on Nasdaq, our nominating and corporate governance committee will consist of Mr. Lui, Mr. Man and [*] [ to confirm INED candidate ], Ms. Cheng, and it will be chaired by Mr. Man. Ms. Cheng. We have determined that each of these directors satisfies the "independence" requirements of the Nasdaq listing rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee will be responsible for, among other things:

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Principal stockholders 1 change

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(2) Each of Mr. Lui Po Yuen, Mr. Man Wing Wa and [ To confirm INED candidate ] Ms. Cheng Shing Yan will serve as our director upon the effectiveness of our registration statement on Form F -1 of which this prospectus is a part.

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Plan of distribution 11 changes

In connection with this offering, we will enter into an underwriting agreement (the "Underwriting Agreement") with EF Hutton LLC, Benjamin Securities, Inc., as representative of the Underwriters (the "Representative") in this offering. The Representative may retain other brokers or dealers to act as sub -agents or selected dealers on their behalf in connection with this offering. The Underwriters have agreed to purchase from us, on a firm commitment basis, the number of Ordinary Shares set forth opposite its name below, at the offering price less the underwriting discounts set forth on the cover page of this prospectus:

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Benjamin Securities, Inc.

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We have granted to the Underwriters a 45 -day option to purchase up to an aggregate of 225,000 additional Ordinary Shares (equal to 15% of the number of Ordinary Shares sold in the offering) at the offering price per Ordinary Share, less underwriting discounts and commissions. The Underwriters may exercise the Over -Allotment Option for 45 days after the date of Closing Date solely to cover sales of Ordinary Shares by the Underwriters in excess of the total number of Ordinary Shares set forth in the table above. If any of the additional Ordinary Shares are purchased, the Underwriters will offer the additional Ordinary Shares at $ US$5.00 per Ordinary Share, the offering price of each Ordinary Share.

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We have agreed to pay to the Representative, Underwriters, by deduction from the gross proceeds of the offering contemplated herein, a non -accountable expense allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the Ordinary Shares in this offering. We have agreed to pay all expenses relating to the offering, including, without limitation: (a) all filing fees and expenses relating to the registration of the Shares with the Commission; (b) all fees and expenses relating to the listing of the Shares on Nasdaq; (c) all fees and expenses associated with the review of the offering by FINRA; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of shares offered under "blue sky" securities laws or the securities laws of foreign jurisdictions designated by the Representative, Underwriters, including the reasonable fees and expenses of the Representative's Underwriters' blue sky counsel; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the shares under the securities laws of such foreign jurisdictions; (f) the costs of mailing and printing the offering materials; (g) transfer and/or stamp taxes, if any, payable upon our transfer of the Shares to the Representative; Underwriters; and (h) the fees and expenses of our accountants; and (i) actual, accountable expenses of the Representative Underwriters not to exceed $220,000 US$220,000 for fees and expenses including "road show," diligence, and reasonable legal fees and disbursements for the Representative's Underwriters' legal counsel, in the event that there is a Closing. We will be responsible for the Representative's Underwriters' external counsel legal costs irrespective of whether the offering is consummated or not, subject to a maximum of $100,000 US$100,000 in the event that there is not a Closing. Additionally, we have paid an expense advance to the Representative Underwriters of $50,000 US$50,000 to be applied against out -of -pocket accountable expense, which will be returned to us to the extent such out -of -pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

We estimate that the total expenses of the offering payable by us, excluding the underwriting discounts and non -accountable expense allowance, will be approximately $ . US$1,393,392.

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We have granted the representative EF Hutton LLC ("EF Hutton") a right of first refusal, for a period of eighteen (18) months from the closing of the offering, to act as sole investment banker, book -runner , and/or placement agent, at the Representative's EF Hutton's sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each being referred to as a subject transaction), during such eighteen (18) month period, on terms and conditions customary to the representative for such subject transactions. The Representative EF Hutton shall have the sole right to determine whether or not any other broker dealer shall have the right to participate in the subject transactions and the economic terms of such participation.

We have also agreed to pay the Representative Underwriters a cash fee equal to seven (7.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor actually introduced by the Representative Underwriters to the Company during the period from the date the Representative was Underwriters were engaged until the final closing of this offering (the "Engagement Period"), in connection with any public or private financing or capital raise (each a "Tail Financing"), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) month period following the expiration or termination of the Engagement Period (the "Tail Period"), provided that such Tail Financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party's participation. The right to receive a fee in connection with the Tail Financing shall be subject to FINRA Rule 5110(g), and the Company shall have a right of termination for cause, which includes that the Company may terminate the Representative's Underwriters' engagement upon the Representative's Underwriters' material failure to provide the underwriting services required by the applicable Underwriting Agreement. The Company's exercise of the right of termination for cause will eliminate any obligations with respect to the provision of any tail financing fee.

We, including any successor entities, our directors, executive officers, and holders of Ordinary Shares as of the effective date of the registration statement (and all holders of securities exercisable for or convertible into Ordinary Shares) have agreed, subject to limited exceptions, not to offer; pledge; announce the intention to sell; sell; contract to sell; sell; any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares or such other securities for a period of 180 days after the Closing Date, without the prior written consent of the Representative. Underwriters.

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Prior to this offering, there was no public market for our Ordinary Shares. The IPO price for the Shares will be determined through negotiations between us and the Representative. Underwriters. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative Underwriters believe to be comparable to us, estimate of our business potential and earning prospects, the present state of our development, and other factors deemed relevant. The IPO price of the Shares in this offering does not necessarily bear any direct relationship to the assets, operations, book value, or other established criteria of value of our Company.

Based on the above valuation factors and the number of Ordinary Shares outstanding, we set our per- Ordinary Share price range between $[ ] US$4.00 and $[ ]. US$6.00.

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We, including any successor entities, have agreed not to: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the representative, Underwriters, for a period of 180 days after the Closing Date.

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Expenses Related to this Offering 3 changes

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Transfer agent and registrar fee and expenses

Directors & Officers Insurance Expenses

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* To be completed by amendment.

Note 1: Organization and Business Description 1 change

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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 Tun. On February 29, 2024, one (1) Ordinary Share was allotted and issued as fully paid to Mr. TS Fung at a consideration of US$0.0001.

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Note 14: Subsequent Events 1 change

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Benjamin Securities, Inc.

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Exhibits 8 changes

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*** Previously filed.

Form of Amended and Restated Memorandum and Articles (to be effective in connection with the completion of this offering) 3.3* Certificate of Incorporation and amendment 4.1** Specimen certificate evidencing Ordinary Shares 5.1** Opinion of Harney Westwood Riegels regarding the validity of the Ordinary Shares being registered 8.1** Opinion of Harney Westwood Riegels regarding certain Cayman Islands tax matters (included in Exhibit 5.1) 8.2** Opinion of Hong Kong counsel regarding certain legal matters and tax matters of the subsidiary in Hong Kong 10.1** Form of Indemnification Agreement between the registrant and its officers and directors 10.2** Form of Director Agreement between the registrant and its directors 10.3** Form of Independent Director Agreement between the registrant and its independent directors 10.4** Form of Employment Agreement between the registrant and its officers 10.5** Office Lease Contract by and amongst Tse Chun Yuen, Tse Chun Kuen, Or So Lan, Yapp Ngi Yang and Masontech Limited dated April 1, 2023 10.6** Office Lease Contract by and amongst Tse Chun Yuen, Tse Chun Kuen, Or So Lan, Yapp Ngi Yang and Masontech Limited dated April 1, 2022 23.1** Consent of J&S Associate PLT, an independent registered public accounting firm 23.2** Consent of Harney Westwood Riegels (included in Exhibit 5.1) 23.3** Consent of Hong Kong counsel (included in Exhibit 8.2) 23.4** Consent of Mr. Tse Shing Fung Lui Po Yuen 23.5** Consent of Mr. Tse Tsz Tun Man Wing Wa 23.6** Consent of Mr. Tsoi Chi Hei Cheng Shing Yan 24.1** Power of Attorney (included on signature page) 99.1** Code of Business Conduct and Ethics 99.2** Audit Committee Charter 99.3** Nominating Committee Charter 99.4** Compensation Committee Charter 107** Calculation of Filing Fee Table ____________ * To be filed by amendment.

Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F -1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on _________ , November 6, 2024.

Chairman of the Board and Director

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Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Masonglory, has signed this registration statement or amendment thereto in New York, New York on _________, November 6, 2024.

Authorized U.S. Representative [Cogency Global Inc.]

/s/ Colleen A. De Vries

Senior Vice President on behalf of