Item 1 Comment:
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on November 21, 2024 ("Schedule 13D"), as amended by Amendment No. 1 filed on February 3, 2025 ("Amendment No. 1"), Amendment No 2. filed on July 25, 2025 ("Amendment No. 2"), Amendment No. 3 filed on October 2, 2025 ("Amendment No. 3"), Amendment No. 4 filed on October 17, 2025 ("Amendment No. 4"), Amendment No. 5 filed on December 12, 2025 ("Amendment No. 5"), Amendment No. 6 filed on February 18, 2026 ("Amendment No. 6), the Amendment No. 7 filed on March 3, 2026 ("Amendment No. 7"), the Amendment No. 8 filed on March 6, 2026 ("Amendment No. 8") and the Amendment No. 9 filed on March 12, 2026 ("Amendment No. 9") 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"). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The purpose of this Amendment No. 10 is to report certain changes to the Reporting Person's beneficial ownership of Ordinary Shares: Mr. Lam sold 100,000 Ordinary Shares on the open market on March 12, 2026, 40,000 Ordinary Shares on the open market on March 13, 2026, and 44,355 Ordinary Shares on the open market March 16, 2026 for an aggregate total of 184,355 Ordinary Shares sold. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. |
| | As of November 21, 2024, the date the Schedule 13D was filed, Mr. Lam held 11,250,000 Ordinary Shares. As of March 16, 2026, Mr. Lam is the beneficial owner of 8,414,865 Ordinary Shares of the Issuer, of which 5,400,000 Ordinary Shares have been pledged. Mr. Lam retains voting and dividend rights in respect of the pledged shares provided no event of enforcement has occurred and such actions do not diminish the collateral's value.
As of the date of Amendment No. 2 filed on July 25, 2025, Mr. Lam held 10,614,000 Ordinary Shares. As of the date of Amendment No. 3 filed on October 2, 2025, Mr. Lam held 10,473,500 Ordinary Shares. As the date of Amendment No. 4 filed on October 15, 2025, Mr. Lam held 9,807,000 Ordinary Shares. As the date of Amendment No. 5 filed on December 2, 2025, Mr. Lam held 9,807,000 Ordinary Shares, of which 5,400,000 Ordinary Shares have been pledged. As of the date of Amendment No. 6 filed on February 18, 2026, Mr. Lam held 9,647,448 Ordinary Shares, of which 5,400,000 Ordinary Shares have been pledged. As of the date of Amendment No. 7 filed on March 3, 2026, Mr. Lam held 9,247,448 Ordinary Shares, of which 5,400,000 Ordinary Shares have been pledged. As of the date of Amendment No. 8 filed on March 6, 2026, Mr. Lam held 8,978,527 Ordinary Shares of which 5,400,000 Ordinary Shares have been pledged. As of the date of Amendment No. 9 filed on March 13, 2026, Mr. Lam held 8,599,220 Ordinary Shares of which 5,400,000 Ordinary Shares have been pledged.
On March 12, 2026, Mr. Lam sold a total of 100,000 Ordinary Shares on the open market, on March 13, 2026, Mr. Lam sold a total of 40,000 Ordinary Shares on the open market, and on March 16, 2026, Mr. Lam sold a total of 44,355 Ordinary Shares on the open market for an aggregate total of 184,355 Ordinary Shares sold between March 13, 2026 and March 16, 2026. As of March 16, 2026, Mr. Lam currently holds 8,414,865 Ordinary Shares, of which 5,400,000 Ordinary Shares have been pledged |
| | The information set forth in Item 3 hereof is hereby incorporated by reference into this Item 4, as applicable.
The Reporting Person is the Issuer's non-independent director as of the date of this filing. Mr. Lam consummated the transactions described herein 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) through (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. |
