Masonglory Ltd美股招股说明书(2025-07-08版)

1,500,000 Ordinary Shares Masonglory Limited Thisis the initial public offering on a firm commitment basis of the ordinaryshares(“IPO”),par value US$0.0001 per share(“Ordinary Shares”or“Shares”),ofMasonglory Limited(“Masonglory”),an exempted company with limited liabilityincorporated under the laws of the Cayman Islands, whose subsidiaries are establishedinHongKongand the British Virgin Islands.We are offering 1,500,000 OrdinaryShares of Masonglory, representing 11% of the Ordinary Shares following completion oftheoffering of Masonglory.Following the offering,11%of the Ordinary Shares willbeheld by shareholders for general trading,assuming the Underwriters do notexercise the Over-Allotment Option. In addition to this offering, we are registering up to 1,000,000 Ordinary Shares,par value US$0.0001, that may be sold in public or private transactions or both, fromtimeto time after the closing of our IPO by the Selling Shareholder named in theResaleProspectus at prevailing market prices or in privately negotiated prices.Wewillnot receive any proceeds from the sales of outstanding Ordinary Shares by theSelling Shareholder. The selling of any Ordinary Shares by the Selling Shareholder inthe resale offering is contingent upon the Ordinary Shares being listed on Nasdaq andif our listing application is not approved, the selling of any Ordinary Shares by theSelling Shareholder will be terminated. Prior to this offering, there has been no public market for our Ordinary Shares.Theoffering price of the Shares in this offering is US$4.00 per share.The offeringisbeing made on a“firm commitment” basis by D.Boral Capital LLC(“D.Boral”),the underwriter. See “Underwriting”. We have received the Nasdaq’s approval to listthe Shares on the Nasdaq Capital Market under the symbol “MSGY”. Investorsare cautioned that you are buying shares of a Cayman Islandsholdingcompany with operations in HongKongby its Operating Subsidiary. Masonglory is a Cayman Islands holding company with no material operations of itsown,and we conduct our operations primarily in HongKongthrough our OperatingSubsidiary(as defined below).References to the“Company,”“we,”“us,”and“our” in the prospectus are to Masonglory, the Cayman Islands entity that will issuetheOrdinary Shares being offered.This is an offering of the Ordinary Shares ofMasonglory,the Cayman Islands holding company,and not of the shares of theOperatingSubsidiary.Investors in this offering may never directly hold any equityinterests in the Operating Subsidiary. Investingin the Shares is highly speculative and involves a highdegreeof risk.Before buying any Ordinary Shares,you should carefullyreadthe discussion of material risks of investing in the Shares in“RiskFactors”beginning onpage16of this prospectus. Ouroperations are primarily located in HongKong,a Special AdministrativeRegionof the People’s Republic of China(“China”or the“PRC”),with its owngovernmental and legal system that is independent from mainland China and has its owndistinct rules and regulations. Due to long-arm provisions under the current PRC lawsandregulations,thereremainsregulatoryuncertaintywithrespecttotheimplementationand interpretation of laws in China.We are subject to the risks ofuncertaintyabout any future actions of the PRC government or authorities inHongKongin this regard.We may also be subject to unique risks due to theuncertainty of the interpretation and application of PRC laws and regulations. Should the PRC government choose to exercise significant oversight and discretionoverthe conduct of our business,they may intervene in or influence our operations.Such governmental actions: •couldresult in a material change in our operations and/or the value of oursecurities;•couldsignificantly limit or completely hinder our ability to continue ouroperations;•couldsignificantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors; and •maycause the value of our securities to significantly decline or beworthless. Table of Contents The legal and operational risks associated in operating in the PRC also apply totheOperating Subsidiary’s operations in HongKong,and we face the risks anduncertaintiesassociated with the complex and evolving PRC laws and regulations andastowhetherandhowtherecentPRCgovernmentstatementsandregulatorydevelopments,such as those relating to data and cyberspace security,and anti-monopolyconcerns,would be applicable to the Operating Subsidiary and us,given thesubstantialoperationsoftheOperatingSubsidiaryinHongKongandthepossibilitiesthat Chinese government may exercise significant oversight over theconductof business in HongKong.In the event that the Operating Subsidiary is tobecomesubject to laws and regulations of the PRC,these risks could result inmaterial costs to ensure compliance, fines, material changes in our operations and/orthevalue of the securities we are registering for sale,and/or could significantlylimitor completely hinder our ability to