Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Ming Shing Group Holdings Ltd (Name of Issuer) |
Ordinary shares, par value $0.0005 per share (Title of Class of Securities) |
G61440106 (CUSIP Number) |
Wenjin Li UNIT B8, 27/F NCB INNOVATION CENTRE,, No. 888 Lai Chi Kok Road KOWLOON Hong Kong, K3, 00000 (852) 2370-3788 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/04/2025 (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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,807,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
75.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 include 9,807,000 ordinary shares of Ming Shing Group Holdings Ltd, 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 [October 31], 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value $0.0005 per share | |
| (b) | Name of Issuer:
Ming Shing Group Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
Office Unit B8, 27/F, NCB Innovation, CENTRE, No. 888 Lai Chi Kok Road Kowloon, Hong Kong,
HONG KONG
, 00000. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D (the "Amendment No. 5") 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"), Amendment No. 3 filed on October 2, 2025 (the "Amendment No. 3") and Amendment No. 4 filed on October 17, 2025 (the "Amendment No. 4") 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. 5 is to report certain changes to the Reporting Person's beneficial ownership of Ordinary Shares: Mr. Lam Chi Ming pledged a total of 5,400,000 Ordinary Shares as collateral for a US$1.6 million loan pursuant to a Secured Promissory Note and Stock Pledge Agreement executed on October 30, 2025, which mature on the earlier of six months from the note date or upon specified acceleration events, and may result in a change of control of the Company if the note holder exercises enforcement rights over the pledged shares upon default or through special enforcement rights. 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 | |
As of November 21, 2024, the date the Schedule 13D was filed, Mr. Lam held 11,250,000 Ordinary Shares. As of October 30, 2025, the Reporting Person is the beneficial owner of 9,807,000 Ordinary Shares of the Issuer, of which 5,400,000 Ordinary Shares have been pledged. The Reporting Person 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. Chi Ming Lam held 10,614,000 Ordinary Shares of the Issuer with a par value of USD$0.0005. As of the date of Amendment No. 3 filed on October 2, 2025, Mr. Chi Ming Lam held 10,473,500 Ordinary Shares of the Issuer with a par value of USD$0.0005. As the date of Amendment No. 4 filed on October 15, 2025, Mr. Chi Ming Lam held 9,807,000 Ordinary Shares of the Issuer with a par value of USD$0.0005. Between October 15, 2025, and October 30, 2025, Mr. Lam pledged a total of 5,400,000 Ordinary Shares as collateral for a US$1.6 million loan pursuant to a Secured Promissory Note and Stock Pledge Agreement executed on October 30, 2025, which mature on the earlier of six months from the note date or upon specified acceleration events, and may result in a change of control of the Company if the note holder exercises enforcement rights over the pledged shares upon default or through special enforcement rights. As of October 15, 2025, Mr. Lam currently holds 9,807,000 Ordinary Shares of the Issuer, of which 5,400,000 Ordinary Shares have been pledged. The Reporting Person 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. | ||
| 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 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. 5 to the Schedule 13D, the Reporting Person is the beneficial owner of 9,807,000 Ordinary Shares of the Issuer representing 75.6% of the Issuers issued and outstanding shares, of which 5,400,000 Ordinary Shares have been pledged. The Reporting Person 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. | |
| (b) | As of the filing of this Amendment No. 5 to the Schedule 13D, the Reporting Person has the power to vote and direct the disposition of 9,807,000 Ordinary Shares. | |
| (c) | Mr. Lam pledged a total of 5,400,000 Ordinary Shares as collateral for a US$1.6 million loan pursuant to a Secured Promissory Note. Certain provisions of the Stock Pledge Agreement are summarized in Item 3 and incorporated herein by reference. | |
| (d) | As of the date of filing of this Amendment No. 5 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 | |
The information contained in Item 1 is incorporated by reference herein. The disclosure regarding the Stock Pledge Agreement is not purported to be completed and is qualified in its entirety by the Stock Pledge Agreement, attached hereto as Exhibit 10.2, which is incorporated by reference in its entirety into this Amendment No. 5. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.1 - Form of Secured Promissory Note issued by Chi Ming Lam to Relaxandrinks Limited on October 30, 2025 Exhibit 10.2 - Form of Stock Pledge Agreement issued by Chi Ming Lam in favor of Relaxandrinks Limited on October 30, 2025 | ||
| 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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