UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2025
Commission
File Number: 001-42418
Ming
Shing Group Holdings Limited
(Registrant’s
Name)
Office
Unit B8, 27/F
NCB Innovation Centre
No. 888 Lai Chi Kok Road
Kowloon, Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
When
used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Ming Shing,” “we,”
“us” and “our” refer to Ming Shing Group Holdings Limited and its subsidiaries.
Application
of Home Country Practice Rules
The
current report on Form 6-K is being filed to disclose the Company has now elected to rely on the home country rule exemption under Nasdaq
Listing Rule 5615(a)(3) to the following matters.
As
a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to
Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country
corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption
set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed
herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule
5600 Series, we elected to be exempt from the requirements as follows:
| (i) | Nasdaq
Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval
is required prior to an issuance of securities of the Company in connection with the acquisition
of the stock or assets of another company; |
| (ii) | Nasdaq
Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval
is required prior to an issuance of securities of the Company that will result in a change
of control of the company; |
| (iii) | Nasdaq
Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval
is required prior to an issuance of securities of the Company in connection with equity-based
compensation of officers, directors, employees or consultants; |
| (iv) | Nasdaq
Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval
is required prior to an issuance of securities, other than in a public offering, equal to
20% or more of the voting power outstanding at a price that is less than the minimum price
defined therein; and |
| (v) | Nasdaq
Marketplace Rule 5620(a) which provides that (with certain exceptions not relevant to the
conclusions expressed herein) each company listing common stock or voting preferred stock,
and their equivalents, shall hold an annual meeting of shareholders no later than one year
after the end of the company’s fiscal year-end. |
Ogier,
our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required
to comply with above-mentioned requirements.
Except
for the foregoing, there is no significant difference between our corporate governance practices and what the Nasdaq requires of domestic
U.S. companies.
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| 99.1 |
|
Home
Country Exemption Letter |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Ming Shing
Group Holdings Limited |
| |
|
|
| Date:
September 8, 2025 |
By: |
/s/
Wenjin Li |
| |
Name: |
Wenjin Li |
| |
Title: |
Chairman of the Board and
Chief Executive Officer |
