Ming Shing Group Holdings Limited Announces Entering into a Bitcoin Purchase Agreement for the Purchase of 4,250 Bitcoins

Rhea-AI Summary

Ming Shing Group Holdings (NASDAQ: MSW), a Hong Kong-based wet trades works service provider, has announced a significant Bitcoin purchase agreement for 4,250 Bitcoins at US$482,961,500 (approximately US$113,638 per Bitcoin). The transaction involves complex financial instruments including:

The deal structure includes (1) convertible promissory notes totaling US$482,961,500 with 3% annual interest and 120-month maturity, convertible at US$1.20 per share, and (2) warrants to purchase 402,467,916 Ordinary Shares at US$1.25 per share, exercisable for 12 years. Through an Assignment Agreement, 50% of the consideration will be assigned to Rich Plenty Investment Limited. The transaction is expected to close by December 31, 2025.

Positive

• Significant Bitcoin investment of 4,250 BTC positions the company in the cryptocurrency market
• Strategic diversification from core wet trades works business into digital assets
• Structured financing through convertible notes minimizes immediate cash requirements
• Long-term maturity (10 years) on convertible notes provides financial flexibility

Negative

• Substantial dilution risk through potential conversion of notes and exercise of warrants for 402,467,916 shares
• Large debt obligation of US$482.96M with 3% annual interest burden
• Significant exposure to Bitcoin price volatility
• Major deviation from core business model into speculative digital assets

Insights

Financial Analyst specializing in Cryptocurrency Investments

Construction company Ming Shing pivots to crypto with massive $483M Bitcoin purchase, fundamentally altering its business model and risk profile.

Ming Shing's announcement reveals a dramatic strategic shift from its core wet trades construction business into cryptocurrency investment. The company is purchasing $482,961,500 worth of Bitcoin (4,250 BTC) at an average price of $113,638 per Bitcoin - a significant premium over current market rates. The transaction structure is particularly complex, involving convertible promissory notes and warrants that could lead to substantial shareholder dilution.

The deal includes two convertible notes worth $241,480,750 each with a 3% interest rate and 10-year maturity. Each note comes with warrants to purchase over 201 million ordinary shares at $1.25 per share. This financing structure suggests Ming Shing lacks sufficient cash for the purchase and instead is using equity-linked instruments that could significantly dilute existing shareholders.

This transaction fundamentally transforms Ming Shing from a construction services provider into a Bitcoin investment vehicle. The company's rationale that "Bitcoin is highly liquid and the investment can capture potential appreciation" indicates a speculative approach rather than strategic integration with its core business. The arrangement with the third-party Assignee adds another layer of complexity and potential risk.

For a company whose primary expertise is in construction services ("wet trades works"), this represents an extraordinary pivot that exposes shareholders to cryptocurrency market volatility without clear operational synergies. The transaction's structure, with its heavy reliance on equity-linked financing, suggests significant financial engineering that could substantially alter the company's capital structure and governance.

Hong Kong, Aug. 20, 2025 (GLOBE NEWSWIRE) -- 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, announces a significant update in its business development.

Ming Shing is pleased to announce that it has entered into a Bitcoin purchase agreement (the “Bitcoin Purchase Agreement”) with Winning Mission Group Limited (the “Seller”), a company incorporated under the laws of the British Virgin Islands, for the purchase of 4,250 Bitcoins, in the consideration of US$482,961,500 (an average price of US$113,638 per Bitcoin, payable at the closing of the Bitcoin Purchase Agreement, which is anticipated to occur on or prior to December 31, 2025, in the form of (i) a convertible promissory note with a principal amount of US$482,961,500; and (ii) a warrant to purchase 402,467,916 Ordinary Shares of the Company (the “Transaction”).

Concurrent with entry into the Bitcoin Purchase Agreement, (i) the Company; (ii) the Seller; and (iii) Rich Plenty Investment Limited, a company incorporated under the laws of the British Virgin Islands, an independent arms-length third party, (the “Assignee”), entered into an assignment agreement (the “Assignment Agreement”), pursuant to which the Seller assigns to the Assignee the interest in 50% of the value of the Consideration, in consideration of the Assignee issuing a promissory note to the Seller in the amount of 2,125 Bitcoins (the “Assignment”). Therefore, pursuant to the Bitcoin Purchase Agreement and the Assignment, the Company shall issue to each of the Seller and the Assignee (i) a convertible promissory note with a principal amount of US$241,480,750 (each the “Note”); and (ii) a warrant to purchase 201,233,958 Ordinary Shares (each the “Warrant”) of the Company, as consideration of the purchase of 4,250 Bitcoins.

Convertible Promissory Note

Upon the Closing, the Company shall issue a Note to the name of the Seller and the Assignee or their respective designee/assignee in the principal amount of US$241,480,750 and US$241,480,750, respectively, in a transaction excluded from registration under the Securities Act of 1933, as amended.

Pursuant to the Note, the maturity date is 120 months from the original issuance date of the Note, subject to acceleration pursuant to the terms of the Note. Interest shall accrue on the unpaid principal balance of the Note at the rate of 3% per annum from the date of the Note until the Note is paid in full.

At any time after the original issuance date, the Note shall be convertible (in whole or in part) at the option of the holder into such number of fully paid and non-assessable Ordinary Shares in the following formula: Conversion Shares (as defined in the Bitcoin Purchase Agreement) equal to dividing (i) the portion of the outstanding principal and any accrued and unpaid interest thereon that the holder elects to convert; by (ii) the conversion price (the “Conversion Price”) then in effect on the date on which the holder delivers a notice of conversion to the issuer. The Conversion Price shall be US$1.20, subject to adjustment provided in the Note, such as share subdivision, combination, reclassification, exchange or substitution. The holder shall not have right to convert any portion of the Note pursuant to the aforementioned mechanism to the extent that after giving effect to such issuance after conversion would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Note to be 4.99% of the number of Ordinary Shares outstanding at the time of the respective calculation).

Warrant

Upon the Closing, the Company shall issue a Warrant to the name of the Seller and the Assignee or their respective designee/assignee to purchase up to 201,233,958 and 201,233,958 Ordinary Shares, respectively, at an exercise price of US$1.25 per Ordinary Shares (as adjusted from time to time, under the mechanism in the Warrant), in a transaction exempted from registration under the Securities Act of 1933, as amended. The holder shall not have right to exercise any portion of the Warrant to the extent that after giving effect to such issuance after exercise, the holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Warrant to be 4.99% of the number of Ordinary Shares outstanding at the time of the respective calculation).

The Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of the Warrant until the 12^th year anniversary of the issuance date.

“Ming Shing is an active wet trade works service provider in Hong Kong.” Stated Mr. Wenjin Li, Chief Executive Officer of Ming Shing. “We believe the Bitcoin market is highly liquid and the investment can capture the potential appreciation of Bitcoin and increase the Company’s assets. We are devoted to creating additional value for our shareholders and actively exploring options for the Company to grow further.”

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 and the United States, 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. 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. 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 

FAQ

How many Bitcoins is Ming Shing (MSW) purchasing and at what price?

Ming Shing is purchasing 4,250 Bitcoins at an average price of US$113,638 per Bitcoin, totaling US$482,961,500.

What are the key terms of Ming Shing's convertible notes for the Bitcoin purchase?

The convertible notes have a principal amount of US$482.96M, 3% annual interest, 120-month maturity, and are convertible at US$1.20 per share.

What warrants are being issued as part of Ming Shing's Bitcoin purchase agreement?

Ming Shing is issuing warrants to purchase 402,467,916 Ordinary Shares at an exercise price of US$1.25 per share, exercisable for 12 years.

When will Ming Shing's Bitcoin purchase transaction close?

The transaction is anticipated to close on or prior to December 31, 2025.

How is the consideration being split in Ming Shing's Bitcoin purchase deal?

The consideration is being split 50-50 between the Seller and Rich Plenty Investment Limited, with each receiving a US$241.48M convertible note and warrants for 201,233,958 shares.