SecProbe.io

CORRESP
 1
 filename1.htm

 Masonglory Limited

 June 26, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Masonglory Limited

 Registration Statement on Form F-1 (File No. 333-283046)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Masonglory Limited hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1 (the "Registration Statement") be accelerated and that the Registration Statement become
effective at 4:00 p.m., Eastern Time, on June 30, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Masonglory Limited

 By:
 /s/ Tse Shing Fung

 Name:
 Tse Shing Fung

 Title:
 Chairman of the Board and Director

 cc:
 Kevin Dong, Esq.

 CFN Lawyers LLC

CORRESP
 1
 filename1.htm

 D. BORAL CAPITAL LLC
590 Madison Avenue, 39th Floor
New York, NY 10022

 June 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Masonglory Limited
 Registration Statement on Form F-1 (File No. 333-283046)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
D. Boral Capital LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on
June 30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 D. BORAL CAPITAL LLC

 By:
 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
1
filename1.htm

    CFN Lawyers LLC

    418 Broadway #4607

    Albany, NY 12207, USA

    +1 (646) 386 8128 Main

    cfn@cfnllc.us Email

January 3, 2025

Via EDGAR

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Eric McPhee

    Mark Rakip

    Catherine De Lorenzo

    Jeffrey Gabor

    Re:
    Masonglory Limited (CIK No. 0002020228)

    Amendment no.2 to Registration Statement on Form F-1

    Submitted December 13, 2024

File No. 333-283046

    Response to the Staff’s Comments Dated December 20, 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 December 20, 2024 on amendment no.2 to
the Company’s registration statement on Form F-1 filed on December 13, 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 review in accordance with the procedures of the Commission.

The Staff’s comments
from its letter dated December 20, 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 Revised Draft 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.

Amendment 2 to Form F-1

Exhibit Index, page II-5

    1.
    Please amend to provide an updated consent from your independent registered public accounting firm.

Response: In response to the Staff’s
comment, we have filed an updated consent from the Company’s independent registered
public accounting firm under exhibit 23.1 of the Amended Registration Statement.

General

 2. Please file the form of underwriting agreement as an exhibit to your registration statement.

Response: In response to the Staff’s
comment, we have filed the form of underwriting agreement under exhibit 1.1 of the Amended
Registration Statement.

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

December 20, 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
Amendment No. 2 to
Registration Statement on Form F-1
Filed December 13, 2024
File No. 333-283046
Dear Tse Tsz Tun:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 15, 2024
letter.
Amendment 2 to Form F-1
Exhibit Index, page II-5
1.Please amend to provide an updated consent from your independent registered public
accounting firm.
General
2.Please file the form of underwriting agreement as an exhibit to your
registration statement.

December 20, 2024
Page 2
            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 Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kyle Leung, Esq.

CORRESP
1
filename1.htm

    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

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.

October 4, 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
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted August 30, 2024
CIK No. 0002020228
Dear Tse Tsz Tun:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 24, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover page
We note your revised disclosure in the cover page of resale prospectus in response to prior
comment 1. Please also revise the cover page of the IPO prospectus to clarify that the
selling stockholders will sell their shares at prevailing market prices or privately
negotiated prices after the shares are listed in Nasdaq. Please also revise the cover page of
the IPO prospectus to include clear disclosure of order of the offerings, including when
shares covered by the resale prospectus may be sold; for instance, if the selling
shareholder offering will not commence until after the firm commitment offering, revise 1.

October 4, 2024
Page 2
to so state. Finally, we note that if the application for listing is not approved, the primary
offering "may not be completed." To the extent the listing condition may be waived and
you may complete the offering without being listed, please revise to make that clear.
Our Competitive Strengths, page 1
2.We note your response to prior comment 2. Please revise your summary section to
balance your disclosure about your competitive strengths by noting your reliance on these
customers and quantify the amount of revenues and accounts receivable attributable to
them in the most recently completed fiscal year. In this regard, we note your revised
disclosure on page 67 that the aggregate revenue generated by three of your major
customers accounted for over 93% of the total revenue generated for the years ended
March 31, 2023 and 2024, and that the accounts receivable from such customers also
represented 70% of your total assets as of March 31, 2024.
Summary of Key Risks
Risks Relating to our Ordinary Shares, page 8
3.We note your response to prior comment 6 and your revised disclosure on page 43. Please
similarly expand the last summary risk factor on page 9.
Our Customers, page 75
4.We note your response to prior comment 12. Please revise to fully identify such
customers, including their names. Moreover, revise to disclose the material terms of any
agreements with these customers.
Related Party Transactions, page 101
5.We note your response to prior comment 13. Please expand your disclosure about the
reorganization with respect to the related party transactions. For example, we note your
disclosure on page 2 that "as part of the reorganization for the purpose of this offering,
Masonglory acquired, through Masonglory (BVI), all the shares of Masontech Limited
from the Controlling Shareholders and became the ultimate holding company of
Masonglory (BVI) and the Operating Subsidiary. Subsequently, on June 14, 2024,
Masonglory allotted and issued 11,499,998 Ordinary Shares, credited as fully-paid in its
share capital, to Fung & Tun Limited."
            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
Kibum Park at 202-551-6836 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.

August 24, 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
Draft Registration Statement on Form F-1
Submitted June 26, 2024
CIK No. 0002020228
Dear Tse Tsz Tun:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted June 26, 2024
Cover Page
We note your placeholder in the selling shareholder prospectus cover page for a price
range for the resale offering, indicating that the offering price will not be fixed at the time
of effectiveness and that you will disclose the midpoint of the range. Please revise both
prospectus cover pages to disclose the fixed price at which selling shareholders will offer
their shares, or alternatively confirm that the selling stockholders will not make any sales
until the shares are listed on a national securities exchange and revise to clarify that such
selling stockholders will sell their shares at prevailing market prices or privately
negotiated prices after the shares are listed in Nasdaq. Please also revise both cover pages
to include clear disclosure of when shares covered by the resale prospectus may be sold.
Clarify the order of the offerings, including when shares covered by the resale prospectus
may be sold; for instance, if the selling shareholder offering will not commence until after 1.

August 24, 2024
Page 2
the firm commitment offering, revise to so state.
Our Competitive Strengths, page 1
2.Where you highlight the "long-term and stable relationship" with your major customers
on page 1 of your Prospectus Summary, please balance this disclosure by noting your
reliance on these customers and quantify the amount of revenues and accounts receivable
attributable to them in the most recently completed fiscal year. In this regard, we
note page F-8 disclosure that three customers represented over 93% of total revenues in
fiscal year 2024 and that the accounts receivable from three customers represented 70% of
total assets as of March 31, 2024.
Prospectus Summary
Overview, page 1
3.Please balance your disclosure by describing the significance of your registration as a
"Group 2 Registered Specialist Trade Contractor" and state when the registration expires.
Transfers of Cash To and From Our Subsidiaries, page 3
4.Please revise to include your disclosure from page 6 that the PRC government may
intervene or impose restrictions on your ability to move money out of Hong Kong to
distribute earnings and pay dividends or to reinvest in your business outside of
Hong Kong.
Enforceability of Civil Liabilities, page 4
5.Please expand your Summary disclosure to discuss the limitations on investors being able
to effect service of process in China or Hong Kong. Please also expand your disclosure
here and beginning on page 132 to disclose the time constraints and costs that may be
associated with any efforts to enforce civil liabilities in Cayman Islands, China or Hong
Kong.
Summary of Key Risks
Risks Relating to our Ordinary Shares, page 7
6.Please expand the last summary risk factor on page 8 to address that directors and officers
who either are, or are affiliated with, your controlling shareholders may take actions that
may not be in the best interests of public shareholders.
Risk Factors, page 16
7.In light of your disclosure on page 47 citing the "steady rise" in materials costs, including
costs due to limited supplies of river sand in the People's Republic of China, please add a
risk factor regarding inflation and rising prices of raw materials, which you state may
negatively impact your profit margins. Further, include disclosure in your Management's
Discussion and Analysis section to quantify the extent to which your results have been, or
you expect them to be, impacted by recent inflationary pressures and describe actions
planned or taken, if any, to mitigate inflationary pressures.

August 24, 2024
Page 3
Dividend Policy, page 49
8.Please reconcile your statement that you do not anticipate declaring or paying any
dividends in the foreseeable future with the bracketed line item "Dividend declared..." on
the Consolidated Statement of Cash Flows on page F-6 that suggests you may declare and
pay a dividend, or advise.
Capitalization, page 50
9.Please tell us why you have not included short-term debt inclusive of Due to directors as
part of your overall capitalization presented as of March 31, 2024.  Additionally as you
note elsewhere in your prospectus that the amount Due to directors is to be settled before
listing, tell us how you plan to reflect such repayment within the Adjusted column herein,
as well as elsewhere in your prospectus to the extent you anticipate using offering
proceeds or an alternative source for such settlement.
10.Please update the capitalization table as of a date within 60 days of the filing date. Refer
to Item 3.B. of Form 20-F.
Business, page 65
11.Please tell us what consideration you gave to providing disclosures related to your order
backlog, in this section or within Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Our Customers, page 73
12.Please identify the three customers who together accounted for more than 93% of total
revenues for the year ended March 31, 2024 and the two customers who together
accounted for more than 97% of total revenues for the year ended March 31, 2023.
Additionally, disclose the material terms of any agreements with these customers.
Related Party Transactions, page 99
13.Please revise to include reorganization transactions which involved the company, two of
your directors, namely Tse Shing Fun and Tse Tsz Tun, and the entity they collectively
own, Fung & Tun Limited.
14.Please revise to include disclosure with respect to any presently proposed transaction,
such as the transactions referenced on page F-6 involving a “dividend and declared and
offsetting against due from major shareholder.” See Item 7.B.1 of Form 20-F, required by
Item 4.a of Form F-1.
Audited Consolidated Financial Statements
Consolidated Statements of Changes in Shareholders' Equity, page F-5
We note you reflect 12,500,000 ordinary shares as reflected as of both March 31, 2024
and 2023.  Please address the following:
•Confirm whether the issuance of 11,499,998 shares in June 2024 were akin to a share
split, and whether the issuance of such shares impacted the ownership percentages of
Messers. SF Tse and TT Tse;
You appear to present the separate issuances of 500,000 ordinary shares each to two
unrelated third parties on June 14, 2024 for consideration of HK$640,000; however •15.

August 24, 2024
Page 4
these appear to be non-recognized subsequent events. To the extent you continue to
believe such share issuances are to be included in total issued and outstanding shares
as of March 31, 2024, tell us the accounting literature relied upon; your response
should specifically address your consideration of ASC 855-10-25-3 and ASC 855-10-
55-2.a.
Consolidated Statements of Cash Flows, page F-6
16.We note a placeholder for Dividend declared and offsetting against due from major
shareholder under Supplemental of Non-Cash Financing Activities.  Please revise to
provide such audited amount or advise.

Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies, page F-10
17.We note your disclosures pertaining to Contract Assets and Revenue Recognition from
Provision of Construction Services on pages F-10 and F-11, as well as your discussion of
Revenue Recognition including additional disclosure regarding Contract Assets on pages
F-15 and F-16.  Please advise on your accounting policy regarding revenue
recognition and revise as necessary.
            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
Kibum Park at 202-551-6836 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.