Ming Shing plans US$130M AI acquisition LOI

Ming Shing Group Holdings Limited has entered into a non-binding letter of intent to potentially acquire all the issued share capital of StoryFlow Technology Limited for a proposed consideration of US$130 million.

Rhea-AI Filing Summary

Ming Shing Group Holdings Limited has entered into a non-binding letter of intent to potentially acquire all the issued share capital of StoryFlow Technology Limited for a proposed consideration of US$130 million. StoryFlow and its subsidiaries operate in the artificial intelligence sector, focusing on AI infrastructure, knowledge retrieval and reasoning, and products such as Viva Flow that connect to various applications via KaaS, API and SDK models. The business commercializes these capabilities in areas including AI-driven content and advertising systems, AI creative and material generation, and AI knowledge middleware. Ming Shing plans to conduct due diligence and commercial negotiations in good faith with the aim of signing a binding agreement within twelve months from the letter of intent and will provide further updates as progress is made.

Insights

Cross-border M&A and strategy analyst

Non-binding US$130M AI deal could reshape Ming Shing’s business mix but remains preliminary.

The company has signed a non-binding letter of intent to acquire StoryFlow Technology Limited for a proposed US$130 million, targeting a business focused on AI infrastructure, knowledge retrieval and reasoning, and products like Viva Flow. StoryFlow’s model integrates via KaaS, APIs and SDKs, and commercializes through AI content and advertising systems, AI creative and material generation, and AI knowledge middleware.

Because the letter of intent is explicitly non-binding and the proposed consideration is subject to due diligence, valuation, compliance and final contract terms, there is substantial execution uncertainty. Payment may be in cash or other methods, to be determined in a binding agreement, so the eventual funding structure and impact on Ming Shing’s balance sheet are not defined in the excerpt. The company states it will strive to enter a binding agreement within twelve months from January 14, 2026, with further updates to follow as negotiations and due diligence progress.

FAQ

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

What major transaction does Ming Shing Group Holdings (MSW) describe in this Form 6-K?

Ming Shing Group Holdings Limited describes entering into a non-binding letter of intent to potentially acquire StoryFlow Technology Limited, a British Virgin Islands company, by purchasing its entire issued share capital.

What is the proposed purchase price for StoryFlow Technology Limited in the Ming Shing (MSW) filing?

The proposed consideration for acquiring all the issued share capital of StoryFlow Technology Limited is US$130 million, subject to due diligence, valuation, compliance and the final binding agreement terms.

What type of business is StoryFlow Technology Limited, the target in Ming Shing’s proposed deal?

StoryFlow Technology Limited and its subsidiaries operate in the artificial intelligence industry, focusing on AI infrastructure and knowledge retrieval and reasoning, with products such as Viva Flow that integrate via KaaS/API/SDK into applications for AI content and advertising systems, AI creative and material generation, and AI knowledge middleware.

Is Ming Shing’s agreement to acquire StoryFlow Technology Limited binding at this stage?

No. The document states that Ming Shing has entered into a non-binding letter of intent, and the transaction remains subject to due diligence, valuation, compliance and negotiation of a binding agreement.

How does Ming Shing plan to pay the US$130 million consideration for StoryFlow Technology?

The payment for the proposed US$130 million consideration may be settled in cash or other methods, with the exact structure to be decided in the binding agreement after further negotiation.

What is the expected timeline for Ming Shing to finalize a binding agreement for the StoryFlow acquisition?

Ming Shing states it will proceed with due diligence and commercial negotiations and will strive to enter into a binding agreement within twelve months from the date of the letter of intent, which is January 14, 2026.

Who are the vendors in Ming Shing’s proposed acquisition of StoryFlow Technology Limited?

The vendors in the proposed transaction are LHS Prime Limited, Blue Continental Holdings Limited and Beyond Value Wealth Limited, which collectively hold the entire issued share capital of StoryFlow Technology Limited.

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

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Accepted by SEC EDGAR 01/14/2026 - 09:36 AM Learn about SEC filing dates

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 January 2026

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.

On January 14, 2026, the Company entered into a non-binding letter of intent with LHS Prime Limited, Blue Continental Holdings Limited and Beyond Value Wealth Limited (the “Vendors”) for the potential acquisition of the entire issued share capital of StoryFlow Technology Limited, a business company incorporated in the British Virgin Islands (the “Target Company”) (the “Transaction”). The Target Company, together with its subsidiaries, operates in the artificial intelligence (“AI”) industry by building AI infrastructure and knowledge retrieval and reasoning capabilities, centered around product directions such as Viva Flow. Its business integrates with various application scenarios via KaaS/API/SDK and commercialize in directions such as AI content and advertising systems, AI creative and material generation and AI knowledge middleware.

The consideration of the Transaction is proposed to be US$130 million, subject to due diligence, valuation, compliance and the actual terms of the binding agreement. The payment may be settled by cash or other methods, subject to further negotiation as stipulated in the binding agreement.

The Company will proceed with due diligence and commercial negotiations with the Vendors and strive to enter into binding agreement within twelve months from the date of the letter of intent in good faith. The Company will provide an update when there is further progress.

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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: January 14, 2026	By:	/s/ Wenjin Li
	Name:	Wenjin Li
	Title:	Chairman of the Board and Chief Executive Officer

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