SEC Comment Letter 0000000000-24-012693 to Masonglory Ltd (MSGY)
Masonglory Ltd
Date: Nov. 18, 2024 · CIK: 0002020228 · Accession: 0000000000-24-012693
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283046
Letter
November 15, 2024 Tse Tsz Tun Chief Executive Officer and Director Masonglory Ltd Room 8, 25/F, CRE Centre 889 Cheung Sha Wan Kowloon, Hong Kong Re:Masonglory Ltd Registration Statement on Form F-1 Filed November 7, 2024 File No. 333-283046 Dear Tse Tsz Tun: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form F-1 filed November 7, 2024 Description of Share Capital, page 104 1.We note that the form of amended and restated memorandum of association filed as Exhibit 3.2 contains exclusive forum provisions in sections 160-161. Please revise your prospectus to describe the provisions, address any uncertainty as to their enforceability and discuss the impact they may have on investors, including increased costs to bring a claim and that the provisions can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
November 15, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Kyle Leung, Esq.
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November 15, 2024
Tse Tsz Tun
Chief Executive Officer and Director
Masonglory Ltd
Room 8, 25/F, CRE Centre
889 Cheung Sha Wan
Kowloon, Hong Kong
Re:Masonglory Ltd
Registration Statement on Form F-1
Filed November 7, 2024
File No. 333-283046
Dear Tse Tsz Tun:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed November 7, 2024
Description of Share Capital, page 104
1.We note that the form of amended and restated memorandum of association filed as
Exhibit 3.2 contains exclusive forum provisions in sections 160-161. Please revise
your prospectus to describe the provisions, address any uncertainty as to
their enforceability and discuss the impact they may have on investors, including
increased costs to bring a claim and that the provisions can discourage claims or limit
investors' ability to bring a claim in a judicial forum that they find favorable.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
November 15, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kyle Leung, Esq.