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 August, 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 ☐
Submission
of Matters to a Vote of Security Holders.
As
previously disclosed, on July 31, 2026, Masonglory Limited (the “Company”) held the Company’s extraordinary
general meeting (the “EGM”), amongst which, all matters were acted upon by the Company’s shareholders at
the EGM, each of which was voted and approved by the shareholders, that with effect from such date and time to be determined by the
board of directors of the Company which in any event shall not be later than August 31, 2026 (the “Effective
Date”):
| (a) | every
eight issued and unissued shares of a par value of US$0.0001 each in the share capital of
the Company be consolidated into one (1) share of a par value of US$0.0008 each (the “Share
Consolidation”) so that the authorized share capital of the Company shall be changed
from US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each to US$50,000
divided into 62,500,000 shares of a par value of US$0.0008 each (the “Ordinary Share”),
effective on the Effective Date as determined by the board of directors of the Company (the
“Board”); any fractional share of an Ordinary Share that a Shareholder would otherwise be entitled to receive as a result of the Share Consolidation
will not be issued to such Shareholder and the Company is, to the extent permissible under applicable laws, regulations and the memorandum
and articles of association of the Company, authorised to round up any fractional share of an Ordinary Share that such Shareholder would
otherwise be entitled to receive as a result of the Share Consolidation, such that each such Shareholder will be entitled to receive one
additional Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation; |
subject
to the approval by the shareholders of the Share Consolidation, and immediately after the Share Consolidation takes effect, the
authorized share capital of the Company be re-classified by re-classifying 62,500,000 shares of a par value of US$0.0008 each as
60,000,000 class A ordinary shares of a par value of US$0.0008 each (the “Class A Shares ”, each such share
carrying one (1) vote per share with all rights, restrictions and privileges as set out in the New M&A (as defined below)) and
2,500,000 class B ordinary shares of a par value of US$0.0008 each (the “Class B Shares”, each such share
carrying fifty (50) votes per share with such rights, restrictions and privileges as set out in the New M&A) (the
“Reclassification”) so that the authorized share capital of the Company shall be changed from US$50,000 divided
into 62,500,000 shares of a par value of US$0.0008 each to US$50,000 divided into 62,500,000 shares of a par value of US$0.0008 each
comprising (i) 60,000,000 class A ordinary shares of a par value of US$0.0008 each and (ii) 2,500,000 class B ordinary shares of a
par value of US$0.0008 each;
| (b) | the Board be and is hereby authorized and granted with full authority
to determine the Effective Date failing which the Share Consolidation and the Share Reclassification shall not take any effect; |
| (c) |
contemporaneously
upon the Reclassification taking effect, (i) 682,500 issued shares of a par value of US$0.0008 each of the Company held by Fung
& Tun Limited be re-designated as 682,500 Class B Shares, credited as fully paid, and (ii) each remaining issued share of a par
value of US$0.0008 each of the Company held by the respective existing shareholder of the Company be re-designated as an issued
Class A Share, credited as fully paid (the “Re-designation”) with all rights, restrictions and privileges as set
out in the New M&A;
and |
| (d) | subject
to and conditional upon shareholders’ approvals of the Reclassification and the Re-designation
and contemporaneously upon the Reclassification and Re-designation taking effect, the
second amended and restated memorandum of association and articles of association of the
Company (the “New M&A”) containing the amendments to the existing amended and restated memorandum of association and articles of association
(the “Existing M&A”) in the form set out in Exhibit 3.1 hereto, be and are approved and adopted as the
new memorandum of association and articles of association of the Company in substitution
for and to the exclusion of the Existing M&A; |
| (e) | each Director be, and hereby is, authorized, approved and directed
severally, for and on behalf of the Company, to execute such further documents and take such further actions as such Director shall
deem necessary, appropriate or advisable in order to carry out the intent and purposes of the Reclassification, the Re-designation
and related matters, including without limitation, to update the register of members of the Company, to cancel any old share
certificate(s) and to issue and execute any new share certificate(s) representing the Reclassification and the Re-designation, and any and all actions already taken by such Director in
connection with the Reclassification, the Re-designation and related matters (including his/her prior execution and delivery of any document by such Director) be ratified,
approved and confirmed and adopted in all respects; and |
| (f) | the registered
office provider and the transfer agent of the Company be and are hereby instructed to make all such filings with
the Registrar of Companies in the Cayman Islands to implement and give effect to the matters
approved herein. |
The Share Consolidation and Reclassification will be reflected with
the Nasdaq Capital Market and in the marketplace at the open of business on August 11, 2026,
whereupon the class A Shares will continue trading under the symbol “MSGY” and under the new CUSIP Number of G6007A118.
On August 6, 2026, the
Company issued a press release announcing the Share Consolidation and Reclassification. The full text of the Press Release is attached
as Exhibit 99.1 to the Current Report on Form 6-K.
Financial
Statements and Exhibits.
The following
exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press
Release, dated August 6, 2026 |
SIGNATURE
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: August
6, 2026 |
By: |
/s/ Tse
Shing Fung |
| |
Name: |
Tse Shing Fung |
| |
Title: |
Chairman of the Board and Director |
Exhibit 99.1
Masonglory
Limited Announces Share Consolidation and Share Reclassification
HONG KONG, August 6, 2026 (GLOBE NEWSWIRE) -- On July 31, 2026, Masonglory
Limited (the “Company”) held the Company’s Extraordinary General Meeting (the “EGM”), amongst which
a share consolidation was approved by the shareholders, whereby every eight issued and unissued shares of par value of US$0.0001 each
in the share capital of the Company be consolidated into one (1) share of a par value of US$0.0008 each (the “Share Consolidation”)
so that the authorized share capital of the Company shall be changed from US$50,000 divided into 500,000,000 shares of a par value of
US$0.0001 each to US$50,000 divided into 62,500,000 shares of a par value of US$0.0008 each.
The authorized share capital of the Company shall then be reclassified
by re-classifying the 62,500,000 shares of a par value of US$0.0008 each as 60,000,000 class A ordinary shares of a par value of US$0.0008
each, each such share carrying one (1) vote per share (the “Class A Shares”) and 2,500,000 class B ordinary shares
of a par value of US$0.0008 each, each such share carrying fifty (50) votes per share (the “Class B Shares)” (the “Reclassification”)
so that the authorized share capital of the Company shall be changed from US$50,000 divided into 65,200,000 shares of a par value of US$0.0008
each to US$50,000 divided into 62,500,000 shares of a par value of US$0.0008 each, comprising (i) 60,000,000 class A ordinary shares of
a par value of US$0.0008 each and (ii) 2,500,000 class B ordinary shares of a par value of US$0.0008 each.
The Share Consolidation, and Reclassification shall be reflected
with the Nasdaq Capital Market and in the marketplace at the open of business on August 11, 2026, whereupon the Class A Shares
will continue trading under the symbol “MSGY” and under the new CUSIP Number of G6007A118.
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
