6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of January 2026

CommissionFile Number: 001-42418

MingShing Group Holdings Limited

(Registrant’sName)

OfficeUnit B8, 27/F

NCBInnovation Centre

No.888 Lai Chi Kok Road

Kowloon,Hong Kong

(Addressof Principal Executive Offices)

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

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Ming Shing,” “we,” “us” and “our” refer to Ming Shing Group Holdings Limited and its subsidiaries.

On January 14, 2026, the Company entered into a non-binding letter of intent with LHS Prime Limited, Blue Continental Holdings Limited and Beyond Value Wealth Limited (the “Vendors”) for the potential acquisition of the entire issued share capital of StoryFlow Technology Limited, a business company incorporated in the British Virgin Islands (the “Target Company”) (the “Transaction”). The Target Company, together with its subsidiaries, operates in the artificial intelligence (“AI”) industry by building AI infrastructure and knowledge retrieval and reasoning capabilities, centered around product directions such as Viva Flow. Its business integrates with various application scenarios via KaaS/API/SDK and commercialize in directions such as AI content and advertising systems, AI creative and material generation and AI knowledge middleware.

The consideration of the Transaction is proposed to be US$130 million, subject to due diligence, valuation, compliance and the actual terms of the binding agreement. The payment may be settled by cash or other methods, subject to further negotiation as stipulated in the binding agreement.

The Company will proceed with due diligence and commercial negotiations with the Vendors and strive to enter into binding agreement within twelve months from the date of the letter of intent in good faith. The Company will provide an update when there is further progress.

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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.

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