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Ming Shing Group Holdings Limited (PMA) has closed the acquisition of Meals Through Seasons Limited on September 2, 2026, for an aggregate consideration of US$510,000,000, payable entirely in Company securities.
The consideration consists of 150,000,000 Class A ordinary shares at a reference price of US$1.00 per share and US$360,000,000 in unsecured convertible promissory notes. Hongs Smart Limited receives 105,000,000 shares and US$252,000,000 in notes, while Yapjianhuei Smart Limited receives 45,000,000 shares and US$108,000,000 in notes, reflecting their 70%/30% ownership in the target.
The notes are senior, unsecured obligations bearing no ordinary interest, with no fixed maturity, amortization, or mandatory redemption. They are split into three Annual Performance Tranches of US$120,000,000 each, which become convertible at US$1.00 per share only if the corresponding year’s net profit after tax reaches at least 50% of a forecast threshold, and are subject to a 24% voting rights cap per holder.
Ming Shing Group Holdings (NASDAQ: PMA) amended its August 12, 2026 release to clarify that it has verified the business of Meal Though Seasons HK Limited (MTHK) and that the US$510,000,000 all‑stock consideration is supported by a valuation report dated August 10, 2026, indicating US$515,000,000 equity value for the Target Company as of June 30, 2026. The valuation report is not a fairness opinion.
The company entered into a stock purchase agreement to acquire 100% of Meals Through Seasons Limited, which owns MTHK, for 150,000,000 Class A shares (US$150,000,000) and US$360,000,000 unsecured, zero‑coupon, open‑term convertible notes at a US$1.00 conversion price, subject to performance thresholds and a 24% voting cap. Closing is targeted by August 31, 2026, with an outside date of October 31, 2026, and will cause significant dilution to existing shareholders.
Ming Shing Group Holdings (NASDAQ: PMA) received a Nasdaq notice on August 17, 2026 stating it no longer meets Nasdaq Listing Rule 5550(b), as its Form 20-F reported net loss of US$5,763,745 and total comprehensive loss of US$5,730,751 for fiscal years ended March 31, 2026 and 2025.
The company does not satisfy the US$2.5 million stockholders’ equity or US$35 million market value alternatives. Ming Shing has 45 days, until October 1, 2026, to submit a compliance plan, with a potential extension of up to 180 days. The notice has no immediate effect on its Nasdaq Capital Market listing, and the company intends to submit a plan.
Ming Shing Group Holdings (NASDAQ: PMA) agreed on August 11, 2026 to acquire 100% of Meals Through Seasons Limited, which owns Meal Though Seasons HK, for an aggregate US$510 million, payable entirely in Company securities and no cash.
Consideration comprises 150,000,000 Class A shares at a contractual reference price of US$1.00 (US$150 million) plus US$360 million in unsecured, zero‑coupon convertible notes, also convertible at US$1.00 per share, subject to performance thresholds and a 24% voting cap. The notes are split into three annual performance tranches linked to net profit targets of the target group.
Closing is targeted on or before August 31, 2026, conditional on due diligence and a Nasdaq Listing of Additional Shares notification without objection. If not completed by October 31, 2026, either side may terminate. The transaction will cause significant shareholder dilution, uses unaudited financial data, and was negotiated without an independent valuation or fairness opinion.
Ming Shing Group Holdings (NASDAQ: PMA) announced that its subsidiary PMA Nano Carbon Technology Pte. Ltd has entered into a non-binding strategic cooperation framework agreement (MOU) with Meal Though Seasons HK Limited, a Hong Kong company focused on organic agricultural product supply chains and related logistics.
The Parties plan to explore applying PMA’s graphene thermal management technology across agricultural scenarios, including facility agriculture temperature control, anti-freezing/insulation, low-temperature drying and deep processing, and cold-chain preservation. PMA will provide technology products, solutions and design guidance, while Meal Though will contribute agricultural bases, greenhouses, processing centers and logistics environments for pilot projects and joint product development. The MOU creates no binding revenue obligations and any specific commercial terms would require future definitive agreements.