UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September, 2026
Commission
File Number: 001-42728
Masonglory
Limited
(Registrant’s
Name)
Room
8, 25/F, CRE Centre
889
Cheung Sha Wan
Kowloon,
Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
When
used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Masonglory,” “we,” “us”
and “our” refer to Masonglory Limited and its subsidiaries.
Entry
into a Material Definitive Agreement.
On
September 25, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with four
investors (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to purchase from the Company, in a private
placement (the “Private Placement”), an aggregate of 667,000 Class A ordinary shares of the Company, par value US$0.0008
each (the “Class A Ordinary Shares”), at a purchase price of US$1.50 per share, for aggregate gross proceeds to the Company
of US$1,000,500, before deducting offering expenses.
In
addition, for no additional consideration, each Purchaser will receive at the closing of the Private Placement (i) a Series A warrant
to purchase up to 166,750 Class A Ordinary Shares at an exercise price of US$1.30 per share (collectively, the “Series A Warrants”)
and (ii) a Series B warrant to purchase up to 166,750 Class A Ordinary Shares at an exercise price of US$1.10 per share (collectively,
the “Series B Warrants”, and together with the Series A Warrants, the “Warrants”). The Warrants are exercisable
from the date of issuance and have a term of two years from the date of issuance.
The
Company expects to complete the closing of the transactions contemplated by the Securities Purchase Agreement as soon as practicable,
subject to the satisfaction of customary closing conditions, and to issue the Class A Ordinary Shares and the Warrants to the Purchasers
at the closing.
The
Company intends to use the net proceeds from the Private Placement to fund the continued acquisition of equity interests in Beta Beteiligungs
und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (the “Target”).
As previously reported in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission
(the “SEC”) on August 13, 2026, on August 12, 2026, the Company entered into a share swap agreement to acquire a 20% equity
interest in the Target. The specific percentage of additional equity interests in the Target to be acquired and the consideration therefor
are still under negotiation between the Company and the Target, and no definitive agreement in respect thereof has been entered into
as of the date of this report.
The
Class A Ordinary Shares to be issued in the Private Placement, the Warrants and the Class A Ordinary Shares issuable upon exercise of
the Warrants have been and will be issued and sold in an offshore transaction without registration under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance on the exemptions from the registration requirements of the Securities Act,
and will constitute “restricted securities” that may not be offered, sold, pledged or otherwise transferred except in accordance
with applicable transfer restrictions. Each Purchaser has represented to the Company that it is not affiliated with the Company or any
of its directors or officers, and immediately following the closing of the Private Placement, no Purchaser will hold five percent (5%)
or more of the aggregate voting power of the Company.
The
foregoing description of the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in its entirety
by reference to the full text of the Securities Purchase Agreement and the forms of the Warrants.
On
September 28, 2026, the Company issued a press release announcing the transactions contemplated by the Securities Purchase Agreement.
The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 6-K.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 28, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
|
Masonglory
Limited |
| |
|
|
| Date: |
September
28, 2026 |
By:
|
/s/
Jinyu XIE |
| |
|
Name: |
Jinyu
XIE |
| |
|
Title:
|
Chief
Executive Officer, Co-chairman of the Board and Director |
Exhibit
99.1
Masonglory
Limited Announces US$1.0 Million Private Placement to Fund Continued
Acquisition of Equity Interests in Beta Beteiligungs und Besitz
GmbH
HONG KONG, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Masonglory Limited (the “Company”) (Nasdaq: MSGY), a subcontractor providing wet
trades services and other ancillary services in Hong Kong, today announced that on September 25, 2026, the Company entered into a securities
purchase agreement (the “Securities Purchase Agreement”) with four investors (collectively, the “Purchasers”),
pursuant to which the Purchasers agreed to purchase from the Company, in a private placement (the “Private Placement”), an
aggregate of 667,000 Class A ordinary shares of the Company, par value US$0.0008 each (the “Class A Ordinary Shares”), at
a purchase price of US$1.50 per share, for aggregate gross proceeds to the Company of approximately US$1.0 million (US$1,000,500), before
deducting offering expenses.
In
addition, for no additional consideration, each Purchaser will receive at the closing of the Private Placement a Series A warrant to
purchase up to 166,750 Class A Ordinary Shares at an exercise price of US$1.30 per share and a Series B warrant to purchase up to 166,750
Class A Ordinary Shares at an exercise price of US$1.10 per share (collectively, the “Warrants”). The Warrants are exercisable
from the date of issuance and have a term of two years from the date of issuance.
The
Company expects to complete the closing of the transactions contemplated by the Securities Purchase Agreement as soon as practicable,
subject to the satisfaction of customary closing conditions, and to issue the Class A Ordinary Shares and the Warrants to the Purchasers
at the closing.
The
Company intends to use the net proceeds from the Private Placement to fund the continued acquisition of equity interests in Beta Beteiligungs
und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (the “Target”),
which is engaged in the trading and distribution of construction materials, principally bathtubs, hot tubs and swim spas, in Continental
Europe. As previously announced on August 13, 2026, the Company entered into a share swap agreement on August 12, 2026 to acquire a 20%
equity interest in the Target. The specific percentage of additional equity interests in the Target to be acquired and the consideration
therefor are still under negotiation between the Company and the Target, and no definitive agreement in respect thereof has been entered
into as of the date of this press release. The Company will make further announcement(s) in respect of the foregoing as and when appropriate.
The
Class A Ordinary Shares to be issued in the Private Placement, the Warrants and the Class A Ordinary Shares issuable upon exercise of
the Warrants have been and will be issued and sold in an offshore transaction without registration under the Securities Act of 1933,
as amended, in reliance on applicable exemptions from registration, and will constitute “restricted securities”. Each Purchaser
has represented to the Company that it is not affiliated with the Company or any of its directors or officers. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any
sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About
Masonglory Limited
Founded
in 2018 in Hong Kong, Masonglory Limited is a subcontractor providing wet trades services and other ancillary services to property developers
and Hong Kong government. As a registered specialist trade contractor (plastering-group 2) since 2020, the Company provides 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. For more information, please
visit: https://www.masontech.com.hk/; https://ir.masontech.com.hk/
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial
condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by
the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”,
“going forward”, “intend”, “may”, “plan”, “potential”, “predict”,
“propose”, “seek”, “should”, “will”, “would” or other similar expressions
in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and other filings
with the SEC.
For
more information, please contact:
Masonglory
Limited
Investor
Relations Department
Email:
services@wealthfsllc.com
