UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
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.
Bitcoin
Purchase Agreement and Assignment
On August 20, 2025, the Company 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, an independent
arms-length third party, for the purchase of 4,250 Bitcoins, in the consideration of US$482,961,500 (an average price of US$113,638 per Bitcoin) (the “Consideration”), payable at the Closing (as defined in 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 12th
year anniversary of the issuance date.
The
foregoing descriptions of the Transaction, the Note, the Warrant and the Assignment Agreement are summaries of the material terms thereto
and do not purport to be complete and are qualified in its entirety by reference to the Bitcoin Purchase Agreement, the Note, the Warrant
and the Assignment Agreement, each of which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4.
Financial
Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Bitcoin Purchase Agreement between Ming Shing Group Holdings Limited and Winning Mission Group Limited dated August 20, 2025 |
| 99.2 |
|
Form of Convertible Promissory Note to be issued by the Company |
| 99.3 |
|
Form of Warrant to be issued by the Company |
| 99.4 |
|
Assignment Agreement among Ming Shing Group Holdings Limited, Winning Mission Group Limited and Rich Plenty Investment dated August 20, 2025 |
| 99.5 |
|
Press Release dated August 20, 2025 – Ming Shing Group Holdings Limited Announces Entering of a Bitcoin Purchase Agreement for the Purchase of 4,250 Bitcoins |
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 20, 2025 |
By: |
/s/
Wenjin Li |
| |
Name: |
Wenjin
Li |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
