SecProbe.io

CORRESP
1
filename1.htm

September
22, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

USA

    Attention:
    Ameen Hamady

    Kristina Marrone

    Kibum Park

    Pam Long

    Re:
    Ming
    Shing Group Holdings Ltd

    Registration
    statement on Form F-1

    Filed
    June 23, 2023

    File
    No. 333-272861

Ladies
and Gentlemen:

We
hereby submit the response of Ming Shing Group Holdings Ltd (the “Company”) to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated July 6, 2023,
providing the Staff’s comments with respect to the Company’s Registration Statement on Form F-1 (the “Registration
Statement”).

For
the convenience of the Staff, the Staff’s comment is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Registration
Statement on Form F-1

Use
of Proceeds, page 46

    1.
    Please
    disclose the dollar amount of net proceeds of the offering, and the dollar amount of net proceeds you will allocate to each of the
    purposes listed in this section. In addition, please clarify the significance of the information provided in each of the footnotes
    to the table. Finally, if you have already repaid indebtedness included in the table, it is unclear why you present this information
    in the use of proceeds section, as it appears that you would not need to use proceeds of the offering to repay these amounts.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on the cover page and on page 46 of amendment
no. 1 to the Form F-1 to clarify that we will receive net proceeds of approximately $11,955,168 from the Offering, with 36% of
the net proceeds being used for expanding our workforce, 20% being used for repaying our bank borrowings and finance leases (details
of which are reflected in the table on page 46), 2% being used for acquiring additional equipment, 2% being used for procuring an enterprise
resources planning system, and the remaining 40% being used for general working capital purposes. We have also elaborated on the explanations
in the footnotes to the table, clarifying the significance of the information, and have amended the table to only retain unpaid indebtedness
in the table in response to the Staff’s comment.

    U.S.
    Securities and Exchange Commission

    September
    22, 2023

    Page
    2

*
* * * *

The
Company hereby advises, or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in
the filing.

Should
you have further comments or require further information, or if any questions should arise in connection with this submission, please
call the undersigned at (416) 477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032.

    Yours
    truly,

    /s/
    Daniel D. Nauth

    Daniel
    D. Nauth

    cc:
    Chi
    Ming Lam, Chief Executive Officer

    Ming
    Shing Group Holdings Ltd