Masonglory Ltd (MSGY) SEC Filings

Masonglory Ltd (MSGY) reports that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company on August 25, 2026 that, for the 10 consecutive business days from August 11 to August 24, 2026, the closing bid price of Masonglory’s Class A ordinary shares was at least US$1.00 per share, satisfying Nasdaq Listing Rule 5550(a)(2).

Earlier, Masonglory had received notice that its ordinary shares traded below US$1.00 for 30 consecutive business days and subsequently implemented a consolidation of its ordinary shares and reclassified its share capital into Class A and Class B ordinary shares, with the Class A ordinary shares continuing to trade on Nasdaq under the symbol MSGY. Nasdaq has stated that the bid-price compliance matter is now closed.

Masonglory Limited entered into a share swap agreement to acquire a 20% equity interest in Beta Beteiligungs und Besitz GmbH, an Austrian company trading and distributing construction materials such as bathtubs, hot tubs and swim spas in Continental Europe. As consideration, Masonglory will allot and issue 1,377,000 Class A ordinary shares, based on a US$23,400,000 valuation for 100% of the Target’s equity and a reference share price of US$3.40. The Target’s activities are described as complementary to Masonglory’s existing wet trades and construction materials services business, and the deal is framed as a horizontal, synergistic expansion of Masonglory’s geographic footprint and product portfolio into Continental Europe. The Consideration Shares will be issued in an offshore transaction relying on exemptions from registration under the Securities Act and will be restricted securities. After closing, the selling beneficial owner will hold less than 5% of Masonglory’s aggregate voting power.

Masonglory Limited reports that shareholders approved a share consolidation and share reclassification at the July 31, 2026 Extraordinary General Meeting. Every eight issued and unissued shares of par value US$0.0001 will be consolidated into one share of par value US$0.0008, changing authorized share capital from 500,000,000 shares to 62,500,000 shares.

The 62,500,000 authorized shares will be reclassified into 60,000,000 class A ordinary shares, each carrying one vote, and 2,500,000 class B ordinary shares, each carrying fifty votes. These changes will be reflected on the Nasdaq Capital Market at the open on August 11, 2026; the class A shares will continue trading under “MSGY” with new CUSIP G6007A118.

Masonglory Limited held an Extraordinary General Meeting on July 31, 2026 in Hong Kong. On July 8, 2026, there were 16,957,000 Ordinary Shares outstanding and entitled to vote, and holders of 10,563,175 shares, or 62.29% of those shares, were present in person or by proxy.

Shareholders approved all matters presented. Ordinary resolutions received 10,552,195 votes for, 8,980 against and 2,000 abstentions. Special resolutions received 10,538,866 votes for, 22,204 against and 2,105 abstentions. The effective date will be set by the board, no later than August 31, 2026.

Masonglory Limited reported FY 2026 results showing modest revenue growth but a sharp swing into loss. Revenue was USD 23,555,839, slightly above FY 2025, while gross profit fell to USD 1,038,757 as costs closely tracked sales.

General and administrative expenses jumped to USD 8,852,414, driven largely by USD 7,813,520 of share-based payments for consultancy services, resulting in a net loss of USD 8,004,730 and negative operating cash flow of USD 3,813,420. Cash at banks declined to USD 315,721, though total assets increased to USD 11,458,515 and equity to USD 8,363,242, supported by a USD 6,900,000 share issuance. The company highlights heavy revenue concentration among its top five customers and extensive legal, regulatory, and political risks tied to operating from Hong Kong with potential PRC oversight, as well as sector-specific construction and subcontractor risks.

Masonglory Limited has called an extraordinary general meeting on July 31, 2026 in Hong Kong to seek shareholder approval for a share consolidation and a new dual-class share structure. The board proposes consolidating every eight existing issued and unissued shares of par value US$0.0001 into one share of par value US$0.0008, changing authorized share capital from US$50,000 divided into 500,000,000 shares of US$0.0001 to US$50,000 divided into 62,500,000 shares of US$0.0008. Subject to this consolidation, the company also proposes reclassifying the 62,500,000 authorized shares into 60,000,000 Class A ordinary shares with one vote per share and 2,500,000 Class B ordinary shares with 50 votes per share. Upon reclassification, 682,500 issued shares held by Fung & Tun Limited would be redesignated as Class B shares and all other issued shares as Class A shares. Shareholders are asked to adopt a second amended and restated memorandum and articles of association to reflect these changes, with the board empowered to set an Effective Date no later than August 31, 2026.

Masonglory Limited reported sharply weaker interim results for the six months ended September 30, 2025, as project activity shifted. Revenue fell to $9,396,001 from $11,613,852, driven by lower work volumes on existing construction contracts.

Gross profit dropped to $452,597, cutting the gross margin to 4.8% from 8.3%. Net income slid to $146,780 from $743,740, mainly due to weaker margins and a more than tripling of administrative expenses to $322,260. The company completed a Nasdaq IPO, issuing 1,725,000 shares for gross proceeds of $6,900,000, which helped lift net assets and fund new machinery purchases.

Masonglory Ltd director Xie Jinyu has filed an initial insider ownership report on Form 3. This filing identifies Xie as a director of Masonglory Ltd (ticker MSGY). It does not report any stock purchases, sales, or other transactions, only the insider’s reporting status.

Masonglory Limited reports that Nasdaq has notified the company it is not in compliance with the Nasdaq Capital Market’s minimum bid price rule because its ordinary shares closed below $1.00 for 30 consecutive business days from January 28, 2026 to March 11, 2026.

The notice does not cause immediate delisting, and trading continues as normal. Masonglory has 180 calendar days, until September 9, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least 10 consecutive business days, potentially including a reverse stock split completed at least 10 business days before that date.

If the company satisfies other Nasdaq listing standards, it may qualify for an additional 180‑day period; otherwise, its securities could become subject to delisting. Masonglory is monitoring its share price and evaluating options but cautions there is no assurance it will regain or maintain compliance.