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 ☐
Entry into a Material Definitive Agreement.
On August 12, 2026, Masonglory Limited (the “Company”)
entered into a share swap agreement (the “Share Swap Agreement”) with the holder of a 49% equity interest in Beta Beteiligungs
und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (the “Target”), and
the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in the Target to a wholly-owned
subsidiary of the Company, and, as consideration therefor, the Company agreed to allot and issue to such beneficial owner an aggregate
of 1,377,000 Class A ordinary shares of the Company, par value US$0.0008 each (the “Consideration Shares”). The number of
Consideration Shares was determined by reference to a valuation of 100% of the equity interests in the Target of US$23,400,000 performed
by an independent third-party valuation firm, and a price per Class A ordinary share of US$3.40, which was determined by reference to
the closing bid price of the Class A ordinary shares of the Company of US$3.43 on August 11, 2026. The Target is engaged in the trading
and distribution of construction materials, principally bathtubs, hot tubs and swim spas, in Continental Europe, which is complementary
to the Company’s existing wet trades and construction materials services business, and the transaction represents a horizontal,
synergistic expansion of the Company’s geographic footprint and construction materials product portfolio into Continental Europe.
The Consideration Shares will be issued 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.
Such beneficial owner is not affiliated with the
Company or any of its directors or officers. Immediately following the closing of the transactions contemplated by the Share Swap Agreement,
such beneficial owner will hold less than five percent (5%) of the aggregate voting power of the Company.
The foregoing description of the Share Swap Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Swap Agreement.
On August 13, 2026, the Company issued a press
release announcing the transactions contemplated by the Share Swap 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 August 13, 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 13, 2026 |
By: |
/s/ Tse Shing Fung |
|
Name: |
Tse Shing Fung |
|
Title: |
Chairman of the Board and Director |
Exhibit 99.1
Masonglory Limited Announces Entry into Share
Swap Agreement to Acquire a 20% Equity Interest in Beta Beteiligungs und Besitz GmbH
HONG KONG, Aug. 13, 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 August 12, 2026, the Company entered into a share swap agreement (the “Share Swap Agreement”)
with the holder of a 49% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the
laws of the Republic of Austria (the “Target”), and the beneficial owner of such holder, pursuant to which such holder agreed
to transfer 20% of the equity interests in the Target to a wholly-owned subsidiary of the Company, and, as consideration therefor, the
Company agreed to allot and issue to such beneficial owner an aggregate of 1,377,000 Class A ordinary shares of the Company, par value
US$0.0008 each (the “Consideration Shares”). The number of Consideration Shares was determined by reference to a valuation
of 100% of the equity interests in the Target of US$23,400,000 performed by an independent third-party valuation firm, and a price per
Class A ordinary share of US$3.40, which was determined by reference to the closing bid price of the Class A ordinary shares of the Company
of US$3.43 on August 11, 2026. The Target is engaged in the trading and distribution of construction materials, principally bathtubs,
hot tubs and swim spas, in Continental Europe, which is complementary to the Company’s existing wet trades and construction materials
services business, and the transaction represents a horizontal, synergistic expansion of the Company’s geographic footprint and
construction materials product portfolio into Continental Europe.
The Consideration Shares will be issued 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”.
Such beneficial owner is not affiliated with the
Company or any of its directors or officers. Immediately following the closing of the transactions contemplated by the Share Swap Agreement,
such beneficial owner will hold less than five percent (5%) of the aggregate voting power of the Company.
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
