[6-K/A] Ming Shing Group Holdings Limited Amended Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Form 6-K/A — Ming Shing Group Holdings Limited (Aug 6, 2025)

The Company confirms that previously disclosed agreements to purchase 500 BTC (Jan 13, 2025) and 333 BTC (Mar 11, 2025) remain not consummated: consideration has not been paid and ownership has not been transferred. Separately, convertible promissory notes disclosed May 23, 2025 to Unit Meta AI Tech Limited and Gallant Witness Limited, each in the principal amount of US$37 million (total US$74 million), also remain not consummated as noteholders have not disbursed proceeds. The Company states it is negotiating logistics with vendors and noteholders and will provide further updates. The report is signed Aug 6, 2025 by Wenjin Li, Chairman and CEO.

Positive

• Transparent disclosure of the status of both the Bitcoin and convertible note transactions
• Counterparties and principal amounts disclosed: 500 BTC and 333 BTC agreements, and two notes of US$37M each (total US$74M)

Negative

• Bitcoin Transactions not consummated: consideration not paid and ownership not transferred for 500 BTC and 333 BTC
• Convertible promissory notes not funded: noteholders have not disbursed the US$37M proceeds for each note (total US$74M)
• Execution risk or timing delay implied by ongoing negotiations and logistics arrangements

Insights

Financial Analyst

TL;DR: Agreed purchases total 833 BTC and convertible notes total US$74M, but neither Bitcoin transfers nor note funding have closed.

The filings explicitly state that the Bitcoin Transactions (500 BTC and 333 BTC) and the CB Transactions (two convertible notes of US$37M each) remain unconsummated as of Aug 6, 2025. For investors, the immediate implication is that expected asset transfers and cash inflows have not occurred; the company is negotiating logistics and awaiting disbursement. This is a clear statement of status rather than of successful execution, so near-term liquidity and asset position remain unchanged by these items until consummation occurs.

Corporate Governance Expert

TL;DR: Company provided a clear status update and named counterparties and dates, but transactions remain incomplete.

The Form 6-K/A discloses counterparties, dates, and principal amounts and transparently states that neither the Bitcoin purchases nor the convertible note financings have been completed. The signature by the CEO on Aug 6, 2025 provides formal attestation. The filing documents ongoing negotiations and a commitment to update the market, which is an appropriate governance response when material transactions are pending completion.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42418

Ming Shing Group Holdings Limited

(Registrant’s Name)

Office Unit B8, 27/F

NCB Innovation Centre

No. 888 Lai Chi Kok Road

Kowloon, Hong Kong

(Address of 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.

Update on Purchase of Bitcoin and Issuance of Convertible Promissory Note

As disclosed in the Company’s current report furnished on Form 6-K on January 13, 2025 and March 11, 2025, Lead Benefit (HK) Limited, a wholly-owned Hong Kong subsidiary of the Company, agreed to purchase 500 and 333 Bitcoins, respectively, on those dates (collectively, the “Bitcoin Transactions”). As of the date of this Form 6-K, the Company remains in negotiations with the vendor regarding the logistics and arrangements for the transfer of ownership of the Bitcoins. The Bitcoin Transactions have not yet been consummated, as the consideration has not been paid and ownership of the Bitcoins has not been transferred to the Company or its subsidiaries.

Additionally, as disclosed in the Company’s current report furnished on Form 6-K on May 23, 2025, the Company issued convertible promissory notes to Unit Meta AI Tech Limited and Gallant Witness Limited in the principal amount of US$37 million and US$37 million, respectively (the “CB Transactions”). As of the date of this Form 6-K, the Company is in negotiation with the respective convertible promissory notes owners in relation to the timing and logistics arrangement for the lending of the amount. The CB Transactions have not been consummated, and the noteholders have not disbursed the loan proceeds to the Company.

The Company continues to engage with the Bitcoin vendors and the noteholders and will provide further updates regarding the Bitcoin Transactions and the CB Transactions in due course.

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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.

	Ming Shing Group Holdings Limited
Date: August 6, 2025	By:	/s/ Wenjin Li
	Name:	Wenjin Li
	Title:	Chairman of the Board and Chief Executive Officer

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FAQ

What Bitcoin purchases did Ming Shing (MSW) agree to?

The Company agreed to purchase 500 BTC on Jan 13, 2025 and 333 BTC on Mar 11, 2025, totaling 833 BTC, but the transactions remain unconsummated.

Have the Bitcoin purchases closed?

No. As of Aug 6, 2025 the filings state the Bitcoin Transactions are not consummated: consideration has not been paid and ownership has not been transferred.

What convertible promissory notes were disclosed by Ming Shing (MSW)?

On May 23, 2025 the Company disclosed convertible promissory notes to Unit Meta AI Tech Limited and Gallant Witness Limited in principal amounts of US$37 million each (total US$74M), which remain unfunded as of Aug 6, 2025.

Have the convertible note proceeds been received?

No. The Form 6-K/A states the CB Transactions have not been consummated and the noteholders have not disbursed the loan proceeds.

What is the company’s next step per the filing?

The Company is engaging with the Bitcoin vendors and the noteholders regarding timing and logistics and will provide further updates in due course.

When was this Form 6-K/A signed and by whom?

The report is signed August 6, 2025 by Wenjin Li, Chairman of the Board and Chief Executive Officer.