Ming Shing Group Holdings Limited Announces Entering into Stock Purchase Agreement, Note Purchase Agreement and Convertible Promissory Notes

Ming Shing Group (NASDAQ: MSW) agreed to acquire 100% of PMA Nano Carbon Tech for US$110 million, paid entirely in unsecured convertible promissory notes.

Rhea-AI Summary

Ming Shing Group (NASDAQ: MSW) agreed to acquire 100% of PMA Nano Carbon Tech for US$110 million, paid entirely in unsecured convertible promissory notes.

The notes, convertible at US$0.99 per share, have no fixed maturity and are subject to Nasdaq approval and other closing conditions.

Positive

• US$110 million acquisition of graphene thermal management platform
• Consideration fully paid in convertible notes, preserving cash
• Access to graphene-related patents and proprietary technologies
• Target business aimed at AI, EV and high-performance electronics markets

Negative

• US$110 million unsecured convertible notes with no fixed maturity
• Potential issuance of about 111 million new shares at US$0.99
• Transaction closing subject to Nasdaq approval and other conditions
• Company cautions there is no assurance the deal will close on time

Argus May 27 session

-24.12% close to close 0.5x rel. volume Open Argus

Details

News Market Reaction – MSW

On May 27, the first trading day after this news, MSW closed 24.12% below the previous close.

Data tracked by StockTitan Argus for the May 27 session.

Key Figures

Acquisition consideration: US$110,000,000 Note to PMA Technology: US$66,000,000 Note to Legend Master: US$24,200,000 +5 more

Acquisition consideration

US$110,000,000

Purchase price for PMA Nano Carbon Tech Limited via convertible notes

Note to PMA Technology

US$66,000,000

Principal amount of convertible note issued to PMA Technology Holdings Limited

Note to Legend Master

US$24,200,000

Principal amount of convertible note issued to Legend Master Development Limited

Note to F.F.Formation

US$19,800,000

Principal amount of convertible note issued to F.F.Formation Holding Co. Ltd

Conversion price

US$0.99 per share

Price for converting note principal into Ming Shing ordinary shares

Ownership cap

9.99%

Maximum beneficial ownership allowed per note holder post-conversion

Authorized share increase

USD50,000 to USD25,000,000

Proposed change in authorized share capital per 6-K on June 16, 2026 EGM

Authorized shares

100,000,000 to 50,000,000,000

Proposed increase in total authorized ordinary shares

Historical Context

3 past events · Latest: Mar 20

3 events

1. Mar 20

   Earnings update

   24h Move

   -2.4%

   Reported 51.6% revenue decline and swing to gross and net loss.

2. Mar 02

   CFO transition

   24h Move

   +6.3%

   Resignations of CFO and CAO with appointment of new CFO.

3. Dec 03

   Board changes

   24h Move

   +7.2%

   Director resignation and new director added to support governance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

stock purchase agreement, note purchase agreement, convertible promissory notes, ordinary shares, +4 more

8 terms

stock purchase agreement financial

"it has entered into a stock purchase agreement (the “SPA”) with PMA Technology"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

note purchase agreement financial

"The Notes will be issued pursuant to a a note purchase agreement (the “NPA”)"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

convertible promissory notes financial

"issuance of unsecured convertible promissory notes to the Sellers"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

ordinary shares financial

"convert ... principal amount into fully paid and non-assessable ordinary shares of the Company"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

par value financial

"ordinary shares) to USD25,000,000 (50,000,000,000 ordinary shares) at USD0.0005 par value each"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

dual-class structure financial

"The company also proposes creating a dual-class structure with 40,000,000,000 Class A"

A dual-class structure is a way companies organize their ownership by creating two types of shares: one that gives shareholders more voting power and another with less or no voting rights. This approach allows certain shareholders, often company founders or insiders, to maintain control even if they own a smaller portion of the total shares. For investors, it matters because it can influence how much influence they have over company decisions and how the company's leadership is held accountable.

secured promissory note financial

"collateral for a $1.6 million loan under a Secured Promissory Note and Stock Pledge Agreement"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

stock pledge agreement financial

"loan under a Secured Promissory Note and Stock Pledge Agreement dated October 30, 2025"

A stock pledge agreement is a legal contract where a shareholder uses their shares as collateral to secure a loan, much like using a house to get a mortgage. It matters to investors because if the borrower defaults, the lender can sell the pledged shares, which can increase supply in the market, push the stock price down, and change who controls the company — all of which affect investment value and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Hong Kong, May 26, 2026 (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 stock purchase agreement (the “SPA”) with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd (each, a “Seller”, and collectively, the “Sellers”) for the acquisition of the entire issued share capital of PMA Nano Carbon Tech Limited, an exempted limited company incorporated under the laws of the British Virgin Islands (the “Target Company”), for an aggregate consideration of US$110,000,000, which shall be settled by the Company through the issuance of unsecured convertible promissory notes to the Sellers in the same aggregate principal amount.

The Target Company holds the entire issued share capital of PMA Nano Carbon Technology Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“PMA Singapore”). PMA Singapore intends to serve as an international commercialization platform for graphene-based thermal management technologies. Its intended business will focus on the research, development, application and sales of graphene heating and heat dissipation materials, intelligent temperature control systems and related thermal management solutions. These technologies are expected to have potential applications in the AI sector, including GPU cooling hardware, new energy vehicles and two-wheelers, healthcare products, smart wearable devices and other high-performance electronic devices. PMA Singapore also possesses, or is licensed to use, certain patent rights and proprietary technologies relating to graphene materials and thermal management applications, which are expected to support the Target Company’s product development and international market expansion.

The consideration payable under the SPA will consist of convertible promissory notes issued by the Company in the aggregate original principal amount of US$110,000,000, issued in the principal amounts of (i) US$66,000,000 to PMA Technology Holdings Limited; (ii) US$24,200,000 to Legend Master Development Limited; and (iii) US$19,800,000 to F.F.Formation Holding Co. Ltd, respectively (the “Notes”). The Notes will be issued pursuant to a a note purchase agreement (the “NPA”) with the Sellers for the issuance of the Notes. The NPA will be executed, and the Notes issued, at the Closing of the SPA. The Notes have no fixed maturity date and shall remain outstanding unless and until converted, redeemed, repurchased or cancelled. Pursuant to the NPA, the Company and the Sellers agreed that the principal amount of the convertible promissory notes constitutes the entire purchase price payable by the Company under the SPA and shall be satisfied solely by the issuance of the convertible promissory notes. Each holder of the Notes (the “Note Holders”) shall be entitled to convert any portion of its outstanding and unpaid balance of the principal amount into fully paid and non-assessable ordinary shares of the Company (the “Ordinary Shares”) at the price of US$0.99 per Ordinary Share. The Note Holders shall not have the right to convert any portion of the Notes to the extent that immediately after giving effect to such conversion, the applicable Note Holder, together with its affiliates, would directly or indirectly beneficially own in excess of 9.99% of the number of Ordinary Shares then issued and outstanding.

The closing of the acquisition contemplated under the SPA, and the execution of the NPA and the issuance of the Notes, are subject to certain conditions, including the approval of Nasdaq. The Company expects that the transaction will close within a month of the signing date of the SPA. The Company makes no assurances that the transaction will close, or will close within the expected timeframe.

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, 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. Forward-looking statements include statements regarding the closing of the SPA and the NPA, the issuance of the Notes, the approval of Nasdaq with respect to the transactions contemplated by the SPA, the NPA and the Notes, the conversion of the Notes and the expected timeframe of the closing of the transaction. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ming Shing Group (NASDAQ: MSW) announce on May 26, 2026?

Ming Shing Group announced an agreement to acquire PMA Nano Carbon Tech for US$110 million in convertible notes. According to the company, this adds a graphene-based thermal management platform and related Singapore operations focused on research, development, application and sales of graphene heating and cooling materials.

What are the key terms of Ming Shing Group’s acquisition of PMA Nano Carbon Tech (MSW)?

The acquisition price is US$110 million, paid entirely via unsecured convertible promissory notes. According to the company, notes will be issued to three sellers at closing, with PMA Nano Carbon Tech and its Singapore subsidiary becoming indirect wholly owned subsidiaries of Ming Shing Group.

How do the Ming Shing Group (MSW) convertible promissory notes work in this transaction?

The notes total US$110 million and have no fixed maturity date. According to the company, holders may convert outstanding principal into ordinary shares at US$0.99 per share, subject to a 9.99% individual ownership cap immediately after any conversion.

What potential share dilution could result from Ming Shing Group’s US$110 million notes (MSW)?

If fully converted, US$110 million of notes at US$0.99 per share could yield roughly 111 million new shares. According to the company, each noteholder is limited to beneficially owning no more than 9.99% of outstanding ordinary shares after conversion.

What business will PMA Singapore focus on after joining Ming Shing Group (MSW)?

PMA Singapore intends to commercialize graphene-based thermal management technologies internationally. According to the company, its planned business includes graphene heating and heat dissipation materials, intelligent temperature control systems and related solutions for AI hardware, new energy vehicles, healthcare products, wearables and other high-performance electronic devices.

When is the Ming Shing Group (MSW) and PMA Nano Carbon Tech acquisition expected to close?

The company expects closing within about one month from signing the stock purchase agreement. According to the company, completion, note issuance and the related note purchase agreement are subject to conditions including Nasdaq approval, and there is no assurance the transaction will close as expected.