| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0008 per share (Reporting Person also holds Class B Ordinary Shares carrying 50 votes each) |
| (b) | Name of Issuer:
Masonglory Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Room 8, 25/F, CRE Centre, 889 Cheung Sha Wan, Kowloon,
HONG KONG
, 999077. |
Item 1 Comment:
This Masonglory Limited, a company organized under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at Room 8, 25/F, CRE Centre, 889 Cheung Sha Wan, Kowloon, Hong Kong.
Effective at the open of business on August 11, 2026, the Issuer consolidated every eight (8) ordinary shares of par value US$0.0001 each into one (1) ordinary share of par value US$0.0008 each (the "Share Consolidation") and reclassified and re-designated its share capital into Class A Shares, each carrying one (1) vote per share, and Class B Shares, each carrying fifty (50) votes per share (the "Reclassification"). The Class A Shares continue to trade on the Nasdaq Capital Market under the symbol "MSGY" and the new CUSIP No. G6007A118. See Item 4. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment is being filed by Fung & Tun Limited, a company organized under the laws of British Virgin Islands (the "Reporting Person"). |
| (b) | The place of its organization of Fung & Tun Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| (c) | Fung & Tun Limited is principally engaged in the business of investment holding. The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Person are set forth on Schedule A hereto and are incorporated herein by reference. |
| (d) | During the last five years, none of the Reporting Person and, to the best of its knowledge, any of the persons listed on Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Person and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | Fung & Tun Limited is organized under the laws of the British Virgin Islands.
Schedule A
Name Position with Fung & Present Principal Citizenship Equity Interest in
Tun Limited Occupation Fung & Tun Limited
Mr. Tse Shing
Fung Director Director Chinese 36%
Mr. Tse Tsz
Tun Director Director Chinese 35%
Ms. Li
Lingling Director Director Chinese None
Executive
Officers: N/A N/A N/A N/A |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On March 25, 2024, each of the controlling shareholders of the Issuer (the "Controlling Shareholders") entered into a saleand purchase agreement with Fung & Tun Limited, a company incorporated under the laws of the BVI and jointly ownedby the Controlling Shareholders (each holding one (1) Ordinary Share), pursuant to which each of the ControllingShareholders sold, and Fung & Tun Limited purchased from the Controlling Shareholders a total of two (2) OrdinaryShares (representing the entire issued share capital of the Company), at an aggregate consideration US$0.0002.
On June 14, 2024, the Issuer allotted and issued 11,499,998 Ordinary Shares at a par value of US$0.0001 per OrdinaryShare, credited as fully-paid in its share capital, to Fung & Tun Limited, which is jointly owned by Mr. Tse Shing Fung andMr. Tse Tsz Tun.
On January 8, 2026, Fung & Tun Limited sold an aggregate of 1,000,000 Ordinary Shares, consisting of 500,000 OrdinaryShares sold to two individuals.
On December 10, 2025, Mr. Tse Shing Fung and Mr. Tse Tsz Tun transferred an aggregate of approximately 29% of the issued equityinterests in Fung & Tun Limited to a third-party transferee. Following such transfer, Mr. Tse Shing Fung and Mr. Tse TszTun hold 36% and 35%, respectively (in aggregate 71%), of the equity interests in Fung & Tun Limited and continue toexercise full voting and investment control over Fung & Tun Limited and, accordingly, over the shares of the Issuer heldby it. The transferee holds only a pecuniary (economic) interest in Fung & Tun Limited and has no voting, investment,dispositive or other control rights with respect to Fung & Tun Limited or the shares of the Issuer held by it; in particular,both the shareholders' meetings and the board of directors of Fung & Tun Limited remain under the control of Messrs.Tse Shing Fung and Tse Tsz Tun; accordingly, the identity of the transferee is not disclosed in this Amendment. Fung &Tun Limited did not sell, transfer or otherwise dispose of any shares of the Issuer in connection with such transaction,and its holding of 10,500,000 ordinary shares of the Issuer (prior to the Share Consolidation) remained unchanged.
As a result of the Share Consolidation, every eight (8) ordinary shares of par value US$0.0001 each held by the ReportingPerson were consolidated into one (1) ordinary share of par value US$0.0008 each. Contemporaneously with theReclassification, 682,500 of the shares held by the Reporting Person were re-designated as Class B Shares, and theremaining 630,000 shares held by the Reporting Person were re-designated as Class A Shares. The Share Consolidationand the Reclassification applied to the Reporting Person's shares in the same manner and proportion as to the shares ofall other shareholders of the Issuer. |
| Item 4. | Purpose of Transaction |
| | The information set forth in Item 3 is hereby incorporated by reference in this Item 4.
The purpose of the aforementioned acquisitions is for investment. The Reporting Person will evaluate their investment in the Issuer from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease their security holdings in the Issuer or may change their investment strategy as regards to the Issuer.
On July 31, 2026, the shareholders of the Issuer approved at an extraordinary general meeting, and effective at the open of business on August 11, 2026 the Issuer effected, the Share Consolidation, the Reclassification and the re-designation of the 682,500 shares held by the Reporting Person as Class B Shares, and adopted the second amended and restated memorandum and articles of association of the Issuer setting forth the respective rights, restrictions and privileges of the Class A Shares and the Class B Shares. Each Class B Share carries fifty (50) votes and each Class A Share carries one (1) vote on all matters subject to a vote of the Issuer's shareholders. The Reporting Person did not acquire or dispose of any pecuniary interest in the securities of the Issuer in connection with the Share Consolidation, the Reclassification or the re-designation, each of which was effected by the Issuer and applied to the Reporting Person's shares in the same manner and proportion as to the shares of all other shareholders of the Issuer.
On August 12, 2026, the Issuer entered into a share swap agreement with an unaffiliated third party, pursuant to which the Issuer allotted and issued an aggregate of 1,377,000 Class A Shares as consideration for the acquisition of a 20% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria, as reported in the Issuer's report on Form 6-K furnished on August 13, 2026. The issuance of such Class A Shares on August 12, 2026 diluted the percentage of the Issuer's shares and aggregate voting power held by the Reporting Person, as described in Item 5.
Except as set forth in this Item 4, none of the Reporting Person has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
As part of ongoing evaluation of their investment in the Issuer and investment alternatives, the Reporting Person may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans or proposals regarding the Issuer or the Issuer's ordinary shares that may be deemed to be beneficially owned by the Reporting Person, or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.
As of the date hereof, Fung & Tun Limited holds 682,500 Class B Shares and 630,000 Class A Shares, being an aggregate of 1,312,500 shares of the Issuer, representing approximately 37.5% of the Issuer's total issued and outstanding shares and approximately 94.1% of the Issuer's aggregate voting power.
Calculated is based upon 3,496,625 total issued and outstanding shares of the Issuer, comprising 2,119,625 shares (being the 16,957,000 ordinary shares outstanding as of July 30, 2026, as reported in the Issuer's annual report on Form 20-F filed on July 30, 2026, as adjusted for the Share Consolidation) plus the 1,377,000 Class A Shares issued on August 12, 2026 pursuant to the share swap agreement described in Item 4. Aggregate voting power is calculated on the basis that each Class B Share carries fifty (50) votes and each Class A Share carries one (1) vote. |
| (b) | The powers that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to such Reporting Person, which is hereby incorporated by reference. |
| (c) | Except as disclosed in this Statement, none of the Reporting Person or to the best of their knowledge, has effected any transaction in the Class A Shares or the Class B Shares during the past 60 days. |
| (d) | Except as disclosed in this Statement, to the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares or the Class B Shares beneficially owned by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6. |
