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 August 2026
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.
Nasdaq
Notification Regarding Minimum Stockholders’ Equity Requirement
On
August 17, 2026, the Company received a letter from the Listing Qualification Department of the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the Company’s Form 20-F filed on August 17, 2026, the Company reported net loss and total comprehensive
loss of US$5,763,745 and US$5,730,751 for the fiscal years ended March 31, 2026, 2025, respectively. The Company does not meet the alternatives
of US$2.5 million in stockholders’ equity or US$35 million market value of listed securities and as such, the Company no longer
complies with any alternatives under Nasdaq Listing Rule 5550(b). The Company has 45 calendar days, or until October 1, 2026, to submit
a plan to Nasdaq to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar
days from August 17, 2026 to evidence compliance. The notification has no immediate effect on the listing of the Company’s shares
on The Nasdaq Capital Market. The Company intends to submit a compliance plan within the prescribed timeframe and is evaluating various
alternatives to regain compliance with the applicable listing requirements.
On
August 18, 2026, the Company issued a press release announcing its receipt of the letter from Nasdaq, a copy of which is furnished as
Exhibit 99.1 hereto.
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated August 18, 2026 issued by the Company |
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:
August 18, 2026 |
By: |
/s/
Zhijun Pan |
| |
Name: |
Zhijun
Pan |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
Exhibit
99.1

Ming
Shing Group Holdings Limited Announces Receipt of Nasdaq Notice Regarding Minimum Stockholders’ Equity Requirement
Hong
Kong, August 18, 2026 – Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: PMA),
a Hong Kong-based company mainly engaged in wet trades works whose mission it is to become the leading wet trades works service provider
in Hong Kong, announces it has received a letter from the Listing Qualification Department of the Nasdaq Stock Market LLC (“Nasdaq”)
on August 17, 2026 indicating that, based upon the Company’s Form 20-F filed on August 17, 2026, the Company reported net loss
and total comprehensive loss of US$5,763,745 and US$5,730,751 for the fiscal years ended March 31, 2026, 2025, respectively. The Company
does not meet the alternatives of US$2.5 million in stockholders’ equity or US$35 million market value of listed securities and
as such, the Company no longer complies with any alternatives under Nasdaq Listing Rule 5550(b). The Company has 45 calendar days, or
until October 1, 2026, to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant
an extension of up to 180 calendar days from August 17, 2026 to evidence compliance. The notification has no immediate effect on the
listing of the Company’s shares on The Nasdaq Capital Market. The Company intends to submit a compliance plan within the prescribed
timeframe and is evaluating various alternatives to regain compliance with the applicable listing requirements.
About
Ming Shing Group Holdings Limited
Ming
Shing Group Holdings Limited is a Hong Kong-based company mainly engaged in wet trades works, such as plastering works, tile laying works,
brick laying works, floor screeding works and marble works. The Company conducts its wet trades works business through its two wholly-owned
Hong Kong operating subsidiaries, MS (HK) Engineering Limited and MS Engineering Co. Limited. MS (HK) Engineering Limited is a registered
subcontractor and a registered specialist trade contractor under the Registered Specialist Trade Contractors Scheme of the Construction
Industry Council and undertakes both private and public sector projects, while MS Engineering Co. Limited mainly focuses on private sector
projects. The Company also conducts graphene thermal management technology activities through its subsidiary, PMA Nano Carbon Technology
Pte. Ltd. For more information, please visit the Company’s website: https://ir.ms100.com.hk.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial
condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by
the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”,
“going forward”, “intend”, “may”, “plan”, “potential”, “predict”,
“propose”, “seek”, “should”, “will”, “would” or other similar expressions
in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and other filings
with the SEC.
For
more information, please contact:
Ming
Shing Group Holdings Limited
Investor
Relations Department
Email:
ir@ms100.com.hk