Correspondence 0001213900-24-099553 from Masonglory Ltd (MSGY)
Masonglory Ltd
Date: Nov. 18, 2024 · CIK: 0002020228 · Accession: 0001213900-24-099553
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283046
Referenced dates: November 15, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Finance Attention: Eric McPhee Registration Statement on Form F-1 Filed November 7, 2024 File No. 333-283046 Response to the Staff’s Comments Dated November 15, 2024
Dear Sirs/Madams,
On behalf of our client, Masonglory Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated November 15, 2024 on the Company’s registration statement on Form F-1 filed on November 7, 2024. Concurrently with the submission of this letter, the Company is submitting its amended registration statement on Form F-1 (the “Amended Registration Statement”) via EDGAR to the Commission for confidential review in accordance with the procedures of the Commission.
The Staff’s comments from its letter dated November 15, 2024 are repeated below in bold and followed by the Company’s responses. We have included page numbers to refer to the location in the Amended Registration Statement where the language addressing the comments appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
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.
Response: In response to the Staff’s comment, the Company has removed the exclusive forum provisions in sections 160-161 of the latest form of amended and restated memorandum of association filed as Exhibit 3.2.
We appreciate the assistance the Staff has provided with its comments. Please contact Sanny Choi or Clement Au of CFN Lawyers LLC at +1 (646) 386 8128 with any questions or further comments on the responses to the Staff’s comments.
Very truly yours,
/s/ Sanny Choi
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CFN Lawyers LLC
418 Broadway #4607
Albany, NY 12207, USA
+1 (646) 386 8128 Main
cfn@cfnllc.us Email
November 18, 2024
Via EDGAR
Division of Corporation Finance
Office of Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Eric McPhee
Mark Rakip
Catherine De Lorenzo
Mary Beth Breslin
Re:
Masonglory Limited (CIK No. 0002020228)
Registration Statement on Form F-1
Filed November 7, 2024
File No. 333-283046
Response to the Staff’s Comments Dated November 15, 2024
Dear Sirs/Madams,
On behalf of our client, Masonglory
Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting
forth the Company’s response to the comments contained in the Staff’s letter dated November 15, 2024 on the Company’s
registration statement on Form F-1 filed on November 7, 2024. Concurrently with the submission of this letter, the Company is submitting
its amended registration statement on Form F-1 (the “Amended Registration Statement”) via EDGAR to the Commission for
confidential review in accordance with the procedures of the Commission.
The Staff’s comments
from its letter dated November 15, 2024 are repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Amended Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
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.
Response: In response to the Staff’s
comment, the Company has removed the exclusive forum provisions in sections 160-161 of the latest form of amended and restated memorandum
of association filed as Exhibit 3.2.
We appreciate the assistance the Staff
has provided with its comments. Please contact Sanny Choi or Clement Au of CFN Lawyers LLC at +1 (646) 386 8128 with any questions
or further comments on the responses to the Staff’s comments.
Very truly yours,
/s/ Sanny Choi
Name:
Sanny Choi
Title:
Managing Counsel