SecProbe.io

CORRESP
1
filename1.htm

May
9, 2024

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. 4 to Registration statement on Form F-1

    Filed
    April 29, 2024

    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 May 7, 2024,
providing the Staff’s comments with respect to the Company’s Amendment No. 4 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.

Amendment
No. 4 to Registration Statement on Form F-1

Cover
Page

    1.
    We
    note that you have set a price range of $5 to $8 per ordinary share. Please revise to provide a price range that does not exceed
    $2 and update your midpoint of $6.50. Refer to Item 501(b)(3) of Regulation S-K and Regulation S-K C&DI 134.04.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the price range from $5 to $8 to $5.50 to $7.50 and updated
the midpoint to $6.50 globally in the registration statement in response to the Staff’s comment.

    2.
    We
    note your response to prior comment 1. While we note your disclosure on the cover page of the IPO prospectus that the “selling
    of any” ordinary shares by the selling shareholder in the resale offering is “contingent upon the ordinary shares being
    listed on Nasdaq,” your disclosure on page Alt-4 seems to indicate that the selling shareholder will sell the ordinary shares
    at between $5 and $8 per share before the shares are listed on Nasdaq. Please revise or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on page Alt-4 by deleting reference to
the fact that the selling shareholder will sell the ordinary shares at between $5 and $8 per share before the shares are listed on Nasdaq
in response to the Staff’s comment.

    U.S.
    Securities and Exchange Commission

    May
    9, 2024

    Page
    2

    3.
    We
    note that the explanatory note states that the public offering prospectus and the resale prospectus contain different cover pages.
    Please ensure that the resale prospectus includes the China-specific disclosures similar to the cover page of the public offering
    prospectus. Please revise the resale prospectus as necessary.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the cover page of the resale prospectus by including
the China-specific disclosures similar to the cover page of the public offering prospectus in response to the Staff’s comment.

Capitalization.
page 48

    4.
    Please
    revise the As Reported column of the capitalization table to agree to the corresponding line items on the September 30, 2023 balance
    sheet included in this filing.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the As Reported column of the capitalization table on
page 48 in response to the Staff’s comment. The Company would respectfully like to advise Staff that for the indebtedness caption in the table on page 48, for
the total amount of US$5,742,959, the Company included the following 4 amounts as detailed on page F-30:

(a) Bank borrowings
(current liabilities): US$2,912,279

(b) Bank
borrowings (non-current liabilities): US$2,616,157

(c) Finance
lease liabilities (current liabilities): US$65,964

(d) Finance
lease liabilities (non-current liabilities): US$148,559

Dilution.
page 49

    5.
    We
    note your narrative disclosure preceding your dilution calculation that your pro forma net tangible book value as of September 30,
    2023 was $(785,449), or $(0.0698) per share. It appears that represents your actual net tangible book value per share as of September
    30, 2023 and not your pro forma net tangible book value per share after the offering.

    Please
    revise your description accordingly, and round the per share amount to two decimal places.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the pro forma net tangible book value per Ordinary Share
of $7,096,997, or $0.56 per share to clarify that it is the net tangible book value per Ordinary Share after the offering on page 49
and has amended the net tangible book value per Ordinary Share as of September 30, 2023 on pages 48-49 to round the per share amount
to two decimal points in response to the Staff’s comment.

    U.S.
    Securities and Exchange Commission

    May
    9, 2024

    Page
    3

*
* * * *

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