Masonglory: securities offering (amended)

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As filed with the Securities and Exchange Commission on March 1 8 June 16 , 2025.

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Prospectus summary 1 change

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We, any successor entities, and all of our directors, 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 with the Underwriters, subject to certain exceptions, not to offer, issue, sell, transfer, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any of the Shares or securities convertible into or exercisable or exchangeable for the Shares for a period of 180 days after the Closing Date, which forms a part of this prospectus, except for the 1,000,000 Ordinary Shares registered for resale (the "Resale Shares") under the resale prospectus, which will be subject to a lock -up period of four months from the Closing Date. See "Shares Eligible for Future Sale" and "Underwriting" for more information.

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Management 1 change

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For the fiscal year ended March 31, 2025, we paid an aggregate of HK$816,000 (approximately US$104,615) and HK$252,000 (approximately US$32,308), respectively in cash (including salaries and mandatory provident fund) to our directors and executive officers. For the six months ended September 30, 2024, we paid an aggregate of HK$408,000 (approximately US$52,308) and HK$126,000 (approximately US$16,154), respectively, in cash (including salaries and mandatory provident fund) to our directors and executive officers. For the fiscal years ended March 31, 2024 and 2023, we paid an aggregate of HK$900,000 (approximately US$115,385) and HK$789,000 (approximately US$101,154), respectively, in cash (including salaries and mandatory provident fund) to our directors and executive officers. The Operating Subsidiary is required by law to contribute amounts equal to certain percentages of each employee's salary for his or her mandatory provident fund. We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment.

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Related Party Transactions 4 changes

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(2) For the year ended March 31, 2025 and up to the date of this prospectus, the amount of office rental expenses paid is US$12,308.

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(1) The amounts due to related parties during the relevant periods were advances from our directors, Mr. TT Tse and Mr. SF Tse, which are unsecured and interest -free with no specific repayment terms. The amounts due will be settled before Listing.

(2) As of the date of this prospectus, the amount has been fully settled.

The following share transactions involving our related parties were completed as part of the reorganization of the Gorup Group for the purpose of this offering:

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Shares Eligible for Future Sale 1 change

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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 our Ordinary Shares or such other securities for a period of 180 days after the Closing Date, except for the 1,000,000 Ordinary Shares registered for resale (the "Resale Shares") under the resale prospectus, which will be subject to a lock -up period of four months from the Closing Date, without the prior written consent of the representative. See "Underwriting."

Plan of distribution 2 changes

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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, except for the 1,000,000 Ordinary Shares registered for resale (the "Resale Shares") under the resale prospectus, which will be subject to a lock -up period of four months from the Closing Date, without the prior written consent of the Underwriters.

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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 Underwriters, for a period of 180 days after the Closing Date, except for the 1,000,000 Ordinary Shares registered for resale (the "Resale Shares") under the resale prospectus, which will be subject to a lock -up period of four months from the Closing Date.

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Exhibits 3 changes

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Form of Amended and Restated Memorandum and Articles (to be effective in connection with the completion of this offering) 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. Lui Po Yuen 23.5† Consent of Mr. Man Wing Wa 23.6† Consent of Mr. 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 99.5** Request for waiver and Representation under Item 8.A.4 of Form 20-F 107† Calculation of Filing Fee Table ____________ ** To be Filed by amendment. herewith.

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 March 18, June 16, 2025.

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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 March 18, June 16, 2025.

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