Ming Shing Group Holdings Ltd SEC Filings

Ming Shing Group Holdings (MSW) reported board changes. On November 6, 2025, Yu Yuan resigned as independent director and as chair/member across the nominating and corporate governance, audit, and compensation committees, citing personal reasons and no disagreement with the company. The Board appointed Wan‑Jung Sun, age 39, as an independent non-executive director effective the same day. She will serve as chair of nominating and corporate governance, and as a member of the audit and compensation committees. The Board determined she is independent under Nasdaq rules. Ms. Sun entered into an independent director and indemnification agreement and will receive US$1,280 per month. Disclosures note no family relationships or related‑party transactions requiring Item 404(a) reporting.

Ming Shing Group Holdings (MSW) disclosed that director Mr. Chi Ming Lam entered into a secured promissory note for US$1.6 million with Relaxandrinks Limited, pledging 5,400,000 ordinary shares as collateral. The Note bears 12% annual interest and matures on the earlier of six months from issuance or an accelerated maturity triggered by events such as insolvency or the appointment of a liquidator or receiver.

The Note holder has a Special Enforcement Right to take ownership of all pledged shares in lieu of cash during specified periods up to the standard maturity and shortly after any acceleration. Upon default or if this right is exercised, the holder may take possession of some or all pledged shares. The company states that Mr. Lam may cease to be a majority shareholder and the Note holder may gain control of a majority of the issued shares, which could result in a change of control. Until enforcement, Mr. Lam retains voting rights and receives dividends on the pledged shares.

Lam Chi Ming, a director of Ming Shing Group Holdings Ltd, reports beneficial ownership of 10,473,500 ordinary shares, representing 80.7% of the company’s outstanding shares as of this Amendment No. 3. The filing details a reduction in his holdings from 11,250,000 shares at the initial Schedule 13D filing on November 21, 2024, through a series of open-market sales completed after the IPO lock-up expired, leaving him with the stated 10,473,500 shares as of September 30, 2025. The report states he has sole voting and dispositive power over these shares, no agreements or arrangements with other parties regarding the issuer’s securities, and no criminal or relevant civil judgments in the past five years. The filer reserves the right to change his holdings in the future.

Ming Shing Group Holdings Limited reported board and management changes. On September 22, 2025, the board increased its size by two directors and appointed Han Yan, age 29, as a non-independent executive director and Chief Operating Officer, and Qiuxian Qiao, age 42, as an independent non-executive director, effective the same day. Ms. Qiao also joins the audit, compensation, and nominating and corporate governance committees.

The board determined that Mr. Yan is not independent and Ms. Qiao is independent under the company’s corporate governance guidelines and Nasdaq rules. Each entered into a director or independent director agreement and an indemnification agreement with the company, with monthly compensation of US$1,280 for board service. Both are subject to customary duties, confidentiality obligations, and the company’s code of business conduct and ethics.

Ming Shing Group Holdings Limited, a Cayman Islands company listed on Nasdaq, has elected to rely on Nasdaq’s home country practice exemption for several corporate governance rules. As a foreign private issuer, it will follow Cayman Islands law instead of Nasdaq Marketplace Rules 5635(a), 5635(b), 5635(c), and 5635(d), which otherwise require shareholder approval for certain share issuances, acquisitions, changes of control, and equity-based compensation. The company will also rely on home country practice instead of Nasdaq Rule 5620(a), which requires an annual shareholder meeting within one year of fiscal year-end. Cayman counsel has certified that these approvals and an annual meeting are not required under Cayman law, and the company states that, apart from these areas, its governance practices are not significantly different from those of domestic U.S. companies.

Ming Shing Group Holdings Limited (MSW) Form 144 shows a proposed sale of 3,408,975 ordinary shares through I Win Securities with an aggregate market value of $5,624,808.75, listing Nasdaq as the destination and an approximate sale date of 08/21/2025. The filing states these shares were acquired on 12/05/2022 as a Pre-IPO investment from the issuer, totaling 11,250,000 shares acquired on that date.

The filer, identified in recent transactions as Chi Ming Lam, sold 236,000 ordinary shares across six trades in July–August 2025 for total gross proceeds of $630,218.13. The issuer’s outstanding shares are reported as 12,975,000, and the notice includes the filer’s representation that they are not aware of undisclosed material adverse information.

Ming Shing Group Holdings Limited agreed to purchase 4,250 Bitcoins for US$482,961,500, with closing expected on or before December 31, 2025. The price implies an average of US$113,638 per Bitcoin, paid through a convertible promissory note and warrants rather than cash.

The company will issue two convertible notes of US$241,480,750 each at 3% annual interest and convertible into Ordinary Shares at US$1.20 per share, subject to adjustments and a 4.99% beneficial ownership cap per holder. It will also issue two warrants, each allowing the purchase of up to 201,233,958 Ordinary Shares at an exercise price of US$1.25 per share, exercisable for up to 12 years, also subject to the 4.99% ownership cap.

Ming Shing Group Holdings Limited (MSW) completed an initial public offering in December 2024, raising gross proceeds of USD 9,487,500 and began trading on Nasdaq under the ticker MSW. For the year ended March 31, 2025 the company reported a net loss of USD 5,730,751 and loss before tax of USD 5,810,905, compared with prior-year operating income figures presented in the filing. Contract assets of USD 6,098,497 and accounts receivable of USD 1,643,568 indicate work-in-progress and receivables tied to projects. Long-term borrowings totaled USD 7,626,918 with current bank and other borrowings of USD 4,761,434. Cash and cash equivalents declined with a reported net decrease in cash of USD 830,591. Management discloses a valuation allowance of USD 785,934 against deferred tax assets and notes continued concentration of revenue and assets in Hong Kong. The company disclosed proposed subsequent transactions (Bitcoin and convertible note related) that were not consummated as of the reporting date.

Form 6-K/A — Ming Shing Group Holdings Limited (Aug 6, 2025)

The Company confirms that previously disclosed agreements to purchase 500 BTC (Jan 13, 2025) and 333 BTC (Mar 11, 2025) remain not consummated: consideration has not been paid and ownership has not been transferred. Separately, convertible promissory notes disclosed May 23, 2025 to Unit Meta AI Tech Limited and Gallant Witness Limited, each in the principal amount of US$37 million (total US$74 million), also remain not consummated as noteholders have not disbursed proceeds. The Company states it is negotiating logistics with vendors and noteholders and will provide further updates. The report is signed Aug 6, 2025 by Wenjin Li, Chairman and CEO.