Item 1 Comment:
This Amendment No. 11 to Schedule 13D ("Amendment No. 11") amends and supplements 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), Amendment No. 7 filed on March 3, 2026 ("Amendment No. 7"), Amendment No. 8 filed on March 6, 2026 ("Amendment No. 8"), Amendment No. 9 filed on March 12, 2026 ("Amendment No. 9") and Amendment No. 10 filed on March 17, 2026 ("Amendment No. 10") 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.
In June 2026, the Issuer completed a redesignation and reclassification of its Ordinary Shares. The Issuer's Ordinary Shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.0005 per share. The rights of holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to one hundred votes per share and each Class A Ordinary Share is entitled to one vote per share.
Mr. Lam's 8,414,865 Ordinary shares were redesignated and reclassified as follows: (i) 2,414,856 Ordinary Shares were redesignated and reclassified on a one-for-one basis into 2,414,856 Class A Ordinary Shares and (ii) 6,000,000 Ordinary Shares were redesignated and reclassified on a one-for-one basis into 6,000,000 Class B Ordinary Shares.
The purpose of this Amendment No. 11 is to report certain changes to the Reporting Person's beneficial ownership of Class A Ordinary Shares: (i) on August 13, 2026, Mr. Lam sold 100,000 Class A Ordinary Shares on the open market, (ii) on August 14, 2026, Mr. Lam sold 100,000 Class A Ordinary Shares on the open market, (iii) on August 17, 2026, Mr. Lam sold 15,000 Class A Ordinary Shares on the open market, (iv) on August 18, 2026, Mr. Lam sold 5,000 Class A Ordinary Shares on the open market, and (v) on August 21, 2026, Mr. Lam sold 100,000 Class A Ordinary Shares on the open market for an aggregate total of 320,000 Class A 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 the date of Amendment No. 1 filed on February 3, 2025, Mr. Chi Ming Lam held 10,750,000 Ordinary Shares. 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. As of the date of Amendment No. 10 filed March 17, 2026, Mr. Lam held 8,414,865 Ordinary Shares of which 5,400,000 Ordinary shares have been pledged.
On August 13, 2026, Mr. Lam sold a total of 100,000 Class A Ordinary Shares on the open market, on August 14, 2026, Mr. Lam sold a total of Class A 100,000 Ordinary Shares on the open market, on August 17, 2026, Mr. Lam sold a total of 15,000 Class A Ordinary Shares on the open market, on August 18, 2026, Mr. Lam sold a total of 5,000 Class A Ordinary Shares on the open market and on August 21, 2026, Mr. Lam sold a total of 100,000 Class A Ordinary Shares on the open market for an aggregate total of 320,000 Class A Ordinary Shares sold between August 13, 2026 and August 21, 2026.
As of August 21, 2026, Mr. Lam is the beneficial owner of 8,094,865 Ordinary Shares of the Issuer, consisting of 2,094,865 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares of which 5,400,000 Class B 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. |
| | 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. |
