SecProbe.io

CORRESP
1
filename1.htm

October
17, 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

    Amendment
    No. 1 to Registration statement on Form F-1

    Filed
    September 22, 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 October 6,
2023, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to 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.
    We
    note your amendments in response to our prior comment. Please further revise this section to specifically identify which borrowings
    you intend to repay with proceeds of this offering. If any of these borrowings were incurred within the last year, please also describe
    the uses to which such borrowing proceeds were put. Please see Item 3.C.4 of Form 20-F.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on page 46 to specifically disclose which
borrowings the Company intends to repay with proceeds of this offering and the amount applied to each of the borrowings. The Company
confirms that each of the borrowings disclosed were used to settle subcontracting fees and cost of materials in the preliminary stage
of projects as disclosed on page 46. The Company respectfully submits that Loan 1, 2, 3, 8 and 9 were incurred within the last year. The borrowing proceeds
were used to settle subcontracting fees and cost materials in the preliminary stage of projects as described in page 46 of the prospectus.

4.
Contract Assets, page F-20

    2.
    Please
    confirm whether or not the Company had any contract liabilities as of March 31, 2023. If so, expand your disclosure to include information
    regarding the contract liability balances for each of the periods presented, including the amount of revenue recognized during such
    periods that was included in contract liabilities at the beginning of each period as required by ASC 606-10-50-8. Separately present
    the contract liabilities balance, if any, on the face of your consolidated balance sheet. See ASC 606-10-45-1.

Response:
The Company respectfully acknowledges the Staff’s comment and confirms that the Company had no contract liabilities
as of March 31, 2023 and 2022, respectively.

    U.S.
                                            Securities and Exchange Commission

    October
    17, 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