Masonglory: securities offering (amended)

Cover page 6 changes

1 unchanged paragraph

As filed with the Securities and Exchange Commission on January 3, February 21, 2025. .

42 unchanged paragraphs

SUBJECT TO COMPLETION, DATED _________ , 202 5 2025

3 unchanged paragraphs

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 Benjamin Securities, Inc., 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.

34 unchanged paragraphs

D. Boral Capital LLC

The date of this prospectus is , 202 5 . 2025.

17 unchanged paragraphs

Until and including , 202 5 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.

32 unchanged paragraphs

Risk factors 5 changes

96 unchanged paragraphs

Heightened tensions in international relations, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.

Recently there have been heightened tensions in international relations, particularly between the United States and China, These tensions have affected both diplomatic and economic ties among countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries and, given our reliance on the Chinese market, adversely impact our business, financial condition, and results of operations.

On August 9, 2023, the Biden administration released an executive order and an advanced notice of proposed rule -making (the "ANPRM") providing a conceptual framework for outbound investment controls focused on China. Further to this ANPRM, on June 21, 2024, the U.S. Department of the Treasury (the "Treasury") issued a proposed rule on outbound U.S. investments involving China that generally follows the ANPRM. On October 28, 2024, the Treasury issued a Final Rule to implement the executive order of August 9, 2023. The Final Rule became effective on January 2, 2025. The Final Rule targets investments involving persons and entities associated with "countries of concern," including China, and it imposes investment prohibition and notification requirements on a wide range of investments in companies engaged in certain types of activities relating to three sectors: (1) advanced microchips and microelectronics, (2) quantum computing, and (3) artificial intelligence systems ("Covered Activities"), with persons from countries of concern engaged in these Covered Activities included in the definition of "Covered Foreign Persons." Investments by U.S. persons subject to the Final Rule, which are defined as "covered transactions," include acquisitions of equity interests, certain debt financing, joint ventures, and certain investments as a limited partner in a non -U .S. person pooled investment fund. The Final Rule excludes some investments from the scope of covered transactions, including those in publicly traded securities listed on a national stock exchange. The Final Rule is aimed at exerting greater U.S. government oversight over U.S. direct and indirect investments involving China, and may introduce new hurdles and uncertainties for cross -border collaborations, investments, and funding opportunities of China -based issuers including us. We do not believe we are a Covered Foreign Person under the Final Rule. However, to the extent that we are deemed a Covered Foreign Person engaged in the development of Covered Activities, the Final Rule could limit our ability to raise capital from U.S. investors generally, in which case our ability to raise such capital may be significantly and negatively affected, which could be detrimental to our capital raising capacity and our business, financial condition and prospects.

9 unchanged paragraphs

On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post -1997 . As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong's common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre -emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.

This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre -emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.

88 unchanged paragraphs

Plan of distribution 4 changes

In connection with this offering, we will enter into an underwriting agreement (the "Underwriting Agreement") with Benjamin Securities, Inc., D. Boral, 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:

1 unchanged paragraph

Benjamin Securities, Inc.

1 unchanged paragraph

Benjamin Securities, Inc.

12 unchanged paragraphs

We have granted D. Boral Capital LLC ("D. Boral") 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 D. Boral'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. D. Boral 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.

68 unchanged paragraphs

Exhibits 2 changes

4 unchanged paragraphs

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 January 3, February 21, 2025.

9 unchanged paragraphs

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 January 3, February 21, 2025.

3 unchanged paragraphs