MSW Ming Shing Group Holdings Ltd

 

 

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 December 2024

 

Commission File Number: 001-42418

 

Ming Shing Group Holdings Limited

(Registrant’s Name)

 

8/F, Cheong Tai Factory Building

16 Tai Yau Street

San Po Kong, Kowloon

Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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): ☐

 

 

 

As previously disclosed, on November 25, 2024, Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: MSW), 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, consummated its initial public offering (the “IPO”) of 1,500,000 ordinary shares, par value $0.0005 per share (each, an “Ordinary Share” and the Ordinary Shares sold in the IPO are hereafter referred as the “IPO Shares”). The Company has also granted the underwriters a 45-day option to purchase up to an additional 225,000 Ordinary Shares to cover over-allotments (the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).

 

On December 9, 2024, the Company issued and sold to the underwriter 225,000 Ordinary Shares at a price of $5.50 per share, pursuant to the full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $1,237,500. As a result, the Company has raised aggregate gross proceeds of $9,487,500 in the IPO, including the exercise of the Over-Allotment Option, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

The Company issued a press release announcing the issuance and sale of the Over-Allotment Shares on December 9, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
99.1		Press Release, dated December 9, 2024

 

 

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: December 9, 2024	By:	/s/ Chi Ming Lam
		Chi Ming Lam
		Chairman of the Board and Chief Executive Officer

 

 

Exhibit 99.1

 

  

 

Ming Shing Group Holdings Limited Announces Closing of the Underwriter’s Over-Allotment Option in Connection with its Initial Public Offering

 

Hong Kong, December 9, 2024 – Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”), (NASDAQ: MSW), 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, today announced that it closed the sale of an additional 225,000 ordinary shares of the Company, pursuant to the full exercise of the underwriter’s over-allotment option granted in connection with the Company’s initial public offering (“IPO”, together with such over-allotment closing, the “Offering”), at the IPO price of $5.50 per share, less underwriting discounts. As a result, the Company has raised aggregate gross proceeds of $9,487,500, including the previously announced IPO gross proceeds of $8,250,000, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

Alexander Capital, L.P. (“Alexander”) acted as the managing underwriter for the Offering and Alexander and Revere Securities LLC (“Revere”), acted as joint book-runners for the Offering. Nauth LPC served as counsel to the Company, and Sullivan & Worcester LLP and VCL Law LLP served as counsel to Alexander and Revere in connection with the Offering.

 

A registration statement on Form F-1 (File No. 333-281817) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on November 21, 2024. The Offering is being made only by means of a prospectus. A copy of the final prospectus relating to the Offering may be obtained from obtained from Alexander Capital L.P., 10 Drs James Parker Boulevard #202, Red Bank, New Jersey 07701, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.

 

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

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. With a mission to become the leading wet trades works services provider in Hong Kong, the Company strives to provide quality services that comply with its customers’ quality standards, requirements, and specifications. The Company conducts its 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. 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, including, but not limited to, the Company’s proposed Offering. 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, including the expectation that the Offering will be successfully completed. 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

 

 

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