| 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
, 00000. |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (the "Amendment No. 3") 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"), and Amendment No 2. filed on July 25, 2025 (the "Amendment No. 2") 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 10,473,500 Ordinary Shares of the Issuer as of October 1, 2025. As of November 21, 2024, the date the Schedule 13D was filed, Mr. Lam held 11,250,000 Ordinary Shares.
As of the date of Amendment No. 2 filed on July 25, 2025, Mr. Chi Ming Lam held 10,614,000 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 a total of 136,000 further Ordinary shares on the open market. In a series of transactions between August 5, 2025, and September 29, 2025, Mr. Lam sold further shares on the open market. On August 5, 2025, Mr. Lam sold 60,000 ordinary shares; on August 14, 2025, Mr. Lam sold 40,000 Ordinary Shares; on September 29, 2025, Mr. Lam sold 25,500 Ordinary Shares, and on September 30, 2025 Mr. Lam sold 15,000 Ordinary Shares for an aggregate total of 140,500 Ordinary Shares sold on the open market between August 5, 2025 and September 30, 2025. As of September 30, 2025, Mr. Lam currently holds 10,473,500 Ordinary Shares of the issuer. |
| Item 4. | Purpose of Transaction |
| | 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 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) 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. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the filing of this Amendment No. 3 to the Schedule 13D, the Reporting Person is the beneficial owner of 10,473,500 Ordinary Shares of the Issuer representing 80.7% of the Issuers issued and outstanding shares. |
| (b) | As of the filing of this Amendment No. 3 to the Schedule 13D, the Reporting Person has the power to vote and direct the disposition of 10,473,500 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. 3 to the Schedule 13D. |
| (d) | As of the date of filing of this Amendment No. 3 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. 3 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 |
