Ming Shing Group Holdings Limited SEC Filing
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Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Ming Shing Group Holdings Ltd (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G61440106 (CUSIP Number) |
Wenjin Li Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road Kowloon, K3, 00000 852-2370-3788 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G61440106 |
| 1 |
Name of reporting person
Lam Chi Ming | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,614,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
81.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7, 9, and 11 include 10,614,000 ordinary shares directly owned by Chi Ming Lam.
Row 13 is based upon 12,975,000 shares of Ming Shing Group Holdings Limited's (the "Issuer") ordinary shares outstanding as of July 25, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Ming Shing Group Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, KOWLOON,
HONG KONG
, 000000. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (the "Amendment No. 2") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on November 21, 2024 (the "Schedule 13D"), as amended by Amendment No. 1 filed on February 3, 2025 (the "Amendment No. 1") , relating to the Ordinary Shares, US$0.0005 par value per share (the "Ordinary Shares"), of Ming Shing Group Holdings Limited, a Cayman Islands holding company (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Mr. Chi Ming Lam | |
| (b) | Office Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong | |
| (c) | Director of Ming Shing Group Holdings Limited | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding or been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which he was or is a subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Hong Kong | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person is the beneficial owner of 10,614,000 Ordinary Shares of the Issuer as of July 23, 2025.
As of the date of the Schedule 13D filed on November 21, 2024, Mr. Chi Ming Lam held 11,250,000 Ordinary Shares of the Issuer with a par value of USD$0.0005. On February 3, 2025, Mr. Lam sold 500,000 Ordinary Shares on the open market. In a series of transactions between July 9, 2025, and July 23, 2025, Mr. Lam sold more shares on the open market. On July 9, 2025, Mr. Lam sold 15,000 Ordinary Shares; on July 10, 2025, Mr. Lam sold 36,000 Ordinary Shares; on July 22, 2025, Mr. Lam sold 50,000 Ordinary Shares, and on July 23, 2025, Mr. Lam sold 35,000 Ordinary Shares for an aggregate total of 136,000 Ordinary shares sold on the open market between July 9, 2025 and July 23, 2025. As of July 23, 2025, Mr. Lam currently holds 10,614,000 Ordinary Shares of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 hereof is incorporated by reference into this Item 4, as applicable.
The Reporting Person is the Issuer's Director as of the date of this filing. Mr. Lam consummated the transactions described herein on the open market after the expiration of the lock-up period expiring 6 months after the Issuer's Initial Public Offering made pursuant to a Registration Statement on Form F-1 (File No. 333-281817). The Reporting Person expects to evaluate the Issuer's financial condition and prospects and the Reporting Person's respective interests in, and intentions with respect to, the Issuer and the Reporting Person's respective investments in the securities of the Issuer, on an on-going basis, which review may be based on various factors, including the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Accordingly, the Reporting Person reserves the right to change his intentions, as he deems appropriate. In particular, the Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase or decrease his holdings in the Issuer that the Reporting Person now owns or may hereafter acquire.
Except as set forth in this Item 4 or in Item 3, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) though (j) of Item 4 of Schedule 13D. The Reporting Person does, however, reserve the right in the future to adopt such plans or proposals subject to compliance with applicable regulatory requirements. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the filing of this Amendment No. 2 to the Schedule 13D, the Reporting Person is the beneficial owner of 10,614,000 Ordinary Shares of the Issuer representing 81.8% of the Issuers issued and outstanding shares. | |
| (b) | As of the filing of this Amendment No. 2 to the Schedule 13D, the Reporting Person has the power to vote and direct the disposition of 10,614,000 Ordinary Shares. | |
| (c) | The Reporting Person has not entered into any transaction in the Ordinary Shares during the sixty days immediately prior to the filing of this Amendment No. 2 to the Schedule 13D. | |
| (d) | As of the date of filing of this Amendment No. 2 to the Schedule 13D, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Ordinary Shares beneficially owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As of the date of filing of this Amendment No. 2 to the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person or between the Reporting Person and any other person, with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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