Masonglory Limited filed a Form F-1 registration statement with the SEC on November 3, 2026, covering the resale of up to 3,378,000 Class A Ordinary Shares by selling shareholders, including shares issued in an August 2026 share swap and an October 2026 private placement, plus warrant shares.

Key Highlights

  • Shares covered: Up to 3,378,000 Class A Ordinary Shares are registered for resale, including up to 1,334,000 shares issuable upon exercise of Series A and Series B Warrants.
  • Swap Shares: 1,377,000 Class A Ordinary Shares were issued on August 12, 2026, to Xudong Yang at US$3.40 per share, for aggregate consideration of US$4,681,800, as part of an acquisition of a 20% equity interest in Beta Beteiligungs und Besitz GmbH.
  • PIPE Shares: 667,000 Class A Ordinary Shares were issued on October 5, 2026, to four investors at US$1.50 per share pursuant to a securities purchase agreement dated September 25, 2026.
  • Warrant exercise prices: Series A Warrants are exercisable at US$1.30 per share and Series B Warrants at US$1.10 per share, with no cashless exercise feature.
  • Potential proceeds to company: The company disclosed it could receive up to approximately US$1,600,800 if all Warrants are exercised for cash, intended for general corporate purposes including working capital.
  • Ticker change: The company's ticker symbol changed from "MSGY" to "FFTT" effective at the opening of trading on October 28, 2026, on the Nasdaq Capital Market.
  • Voting control: Fung and Tun Limited, jointly owned by Mr. SF Tse and Mr. TT Tse, holds all 682,500 issued and outstanding Class B Ordinary Shares and 266,952 Class A Ordinary Shares, representing approximately 91.5% of aggregate voting power.

Masonglory's F-1 Covers Swap, PIPE, and Warrant Share Resales

Masonglory Limited, a Cayman Islands exempted company with subsidiaries in Hong Kong and the British Virgin Islands, filed a preliminary Form F-1 registration statement on November 3, 2026, to register Class A Ordinary Shares for resale by its selling shareholders. According to the filing, the company itself is not selling any Class A Ordinary Shares in this offering and will not receive proceeds from the resale transactions. All net proceeds from those sales will go to the Selling Shareholders.

The filing identifies two categories of shares being registered for resale. First, 1,377,000 "Swap Shares" were issued on August 12, 2026, to Xudong Yang under a share swap agreement of the same date, as consideration for the transfer of a 20% equity interest in Beta Beteiligungs und Besitz GmbH to the company's subsidiary Key Strategic Development Limited. The filing states the per-share price was US$3.40, for total aggregate consideration of US$4,681,800. Second, 667,000 "PIPE Shares" were issued on October 5, 2026, to four investors at US$1.50 per share under a securities purchase agreement dated September 25, 2026.

The registration statement also covers up to 1,334,000 additional Class A Ordinary Shares issuable upon exercise of Series A Warrants and Series B Warrants distributed in the private placement that closed on October 5, 2026. The filing notes that the Warrants do not provide for cashless exercise and that holders must pay the aggregate exercise price in cash by wire transfer or cashier's check. The last reported sale price of the Class A Ordinary Shares on the Nasdaq Capital Market on November 2, 2026, was US$3.87 per share, according to the filing. The company disclosed that it is a "controlled company" within the meaning of the Nasdaq Stock Market Rules, given that Fung and Tun Limited controls approximately 91.5% of aggregate voting power. Class B Ordinary Shares carry 50 votes per share versus one vote per share for Class A Ordinary Shares, according to the filing.

What Was Disclosed

Masonglory Limited filed a Form F-1 on November 3, 2026, registering up to 3,378,000 Class A Ordinary Shares for resale by selling shareholders, covering shares from a share swap, a private placement, and two series of warrants. The company trades on NASDAQ:FFTT.