Masonglory closes $1M private share placement

Each warrant series can cover up to 667,000 additional Class A ordinary shares, with exercise prices of US$1.30 and US$1.10.

Rhea-AI Filing Summary

Masonglory Ltd (MSGY) completed a private placement on October 5, 2026, issuing 667,000 Class A ordinary shares at US$1.50 per share. The company received US$1,000,500 in aggregate gross proceeds before offering expenses. Four investors participated.

At closing, the company also issued, for no additional consideration, Series A warrants to purchase up to 667,000 Class A ordinary shares at US$1.30 per share and Series B warrants to purchase up to 667,000 shares at US$1.10 per share. Both series are exercisable from October 5, 2026, and each has a term of two years from issuance. The shares and warrants were issued in an offshore transaction without Securities Act registration, in reliance on registration exemptions, and are restricted securities subject to transfer restrictions. Shares issued upon warrant exercise will have the same restrictions. Immediately after closing, no purchaser held 5% or more of the company’s aggregate voting power.

Filing Explained

The October 5 closing issued Series A and Series B warrants, each exercisable for up to 667,000 shares; exercise would issue additional shares and reduce existing holders’ percentage ownership, but the warrants themselves are not shares.

Key Figures

Class A ordinary shares issued: 667,000 shares Purchase price: US$1.50 per share Aggregate gross proceeds: US$1,000,500 +5 more

8 metrics

Class A ordinary shares issued 667,000 shares Issued at the October 5, 2026 closing

Purchase price US$1.50 per share Class A ordinary shares

Aggregate gross proceeds US$1,000,500 Before deducting offering expenses

Series A warrant shares Up to 667,000 shares Class A ordinary shares purchasable under the Series A warrants

Series A warrant exercise price US$1.30 per share Series A warrants

Series B warrant shares Up to 667,000 shares Class A ordinary shares purchasable under the Series B warrants

Series B warrant exercise price US$1.10 per share Series B warrants

Warrant term Two years From the October 5, 2026 issuance date

Key Terms

private placement, gross proceeds, restricted securities, Series A Warrants, +1 more

5 terms

private placement financial

"in connection with a private placement by the Company"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

gross proceeds financial

"aggregate gross proceeds to the Company"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

restricted securities regulatory

"constitute “restricted securities”"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Series A Warrants financial

"Series A warrants to purchase up to an aggregate"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

offshore transaction regulatory

"in an offshore transaction without registration"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did MSGY raise in its private placement?

Masonglory received US$1,000,500 in aggregate gross proceeds before offering expenses by issuing 667,000 Class A ordinary shares at US$1.50 per share.

What are the MSGY private placement warrant terms?

The Series A warrants cover up to 667,000 Class A ordinary shares at US$1.30 per share, and the Series B warrants cover up to 667,000 shares at US$1.10 per share. Both were exercisable from October 5, 2026, and each has a two-year term from issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 October, 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.

Closing of Private Placement.

As previously reported in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on September 28, 2026, on September 25, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with four investors (collectively, the “Purchasers”) in connection with a private placement by the Company (the “Private Placement”).

On October 5, 2026, the Company completed the closing of the Private Placement. At the closing, the Company issued to the Purchasers 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, and, for no additional consideration, (i) Series A warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.30 per share (the “Series A Warrants”) and (ii) Series B warrants to purchase up to an aggregate of 667,000 Class A Ordinary Shares at an exercise price of US$1.10 per share (the “Series B Warrants”, and together with the Series A Warrants, the “Warrants”). The Warrants were issued on October 5, 2026, are exercisable from the date of issuance and have a term of two years from the date of issuance.

The Class A Ordinary Shares and the Warrants were issued at the closing 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 constitute “restricted securities” that may not be offered, sold, pledged or otherwise transferred except in accordance with applicable transfer restrictions. The Class A Ordinary Shares issuable upon exercise of the Warrants will, if and when issued upon such exercise, also constitute “restricted securities” and be subject to the same transfer restrictions.

Each Purchaser is independent of the Company and has represented to the Company that it is not an affiliate of the Company or any of its directors or officers, is not an affiliate of any holder of 10% or more of the Company’s voting securities, and is not acting in concert with any other Purchaser. Immediately following the closing of the Private Placement, no Purchaser holds five percent (5%) or more of the aggregate voting power of the Company.

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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: October 6, 2026	By:	/s/ Jinyu XIE
	Name:	Jinyu XIE
	Title:	Chief Executive Officer, Co-chairman of the Board and Director

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