Ming Shing (NASDAQ: MSW) completes US$110,000,000 PMA Nano Carbon Tech acquisition

Rhea-AI Filing Summary

Ming Shing Group Holdings Limited has completed the acquisition of the entire issued share capital of PMA Nano Carbon Tech Limited. The deal closed on June 9, 2026 after a stock purchase agreement signed on May 26, 2026 with three seller entities.

The consideration for the acquisition is US$110,000,000, which Ming Shing paid by issuing three unsecured convertible promissory notes to the sellers in an aggregate amount of US$110,000,000. This transaction adds PMA Nano Carbon Tech Limited, a British Virgin Islands company, as a wholly owned business within the Ming Shing group.

Insights

M&A and capital structure analyst

Ming Shing closes a US$110,000,000 acquisition funded entirely with unsecured convertible notes.

Ming Shing completed the purchase of all shares of PMA Nano Carbon Tech Limited for US$110,000,000. Instead of paying cash, the company issued three unsecured convertible promissory notes in the same aggregate amount to the selling shareholders.

This structure introduces a new layer of debt that can later convert into equity, which may affect leverage and share count once conversion terms are applied. The filing focuses on confirming that the stock purchase agreement dated May 26, 2026 has now closed as of June 9, 2026, with further financial impacts to be detailed in subsequent disclosures.

Key Figures

Acquisition consideration: US$110,000,000 Number of promissory notes: Three unsecured convertible promissory notes Agreement signing date: May 26, 2026 +1 more

4 metrics

Acquisition consideration US$110,000,000 Aggregate price for entire issued share capital of PMA Nano Carbon Tech Limited

Number of promissory notes Three unsecured convertible promissory notes Issued to the sellers at closing for aggregate US$110,000,000

Agreement signing date May 26, 2026 Date of stock purchase agreement with the sellers

Transaction closing date June 9, 2026 Date when share transfer completed and notes were issued

Key Terms

unsecured convertible promissory notes, stock purchase agreement, forward-looking statements, foreign private issuer

4 terms

unsecured convertible promissory notes financial

"which shall be settled by the Company issuing unsecured convertible promissory notes to the Sellers"

A written IOU that a company issues promising to repay borrowed money with interest, which carries no secured collateral and can be converted into shares instead of cash. Investors care because it combines loan risk — you sit behind secured creditors if the company fails — with potential stock dilution if the note converts, so it affects both the company’s credit safety and existing shareholders’ ownership.

stock purchase agreement financial

"the Company entered into a stock purchase agreement with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd"

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.

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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Form 6-K: How Foreign Companies Report to the SEC →

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 June 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.

As previously reported, on May 26, 2026, the Company entered into a stock purchase agreement with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd (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, at the consideration of US$110,000,000 in aggregate, which shall be settled by the Company issuing unsecured convertible promissory notes to the Sellers of the same amount.

On June 9, 2026, the transaction closed where the entire issued share capital of PMA Nano Carbon Tech Limited was transferred to the Company and the Company issued three unsecured convertible promissory notes to the Sellers in an aggregate amount of US$110,000,000.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 9, 2026 - Ming Shing Group Holdings Limited Announces Closing of the Acquisition of PMA Nano Carbon Tech Limited and Issuance of Unsecured Convertible Promissory Notes

2

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: June 9, 2026	By:	/s/ Zhijun Pan
	Name:	Zhijun Pan
	Title:	Chairman of the Board and Chief Executive Officer

3

Exhibit 99.1

Ming Shing Group Holdings Limited Announces Closing of the Acquisition of PMA Nano Carbon Tech Limited and Issuance of Unsecured Convertible Promissory Notes

Hong Kong, June 9, 2026 – 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 closed the acquisition of PMA Nano Carbon Tech Limited. As previously reported, on May 26, 2026, the Company entered into a stock purchase agreement with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd (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, at the consideration of US$110,000,000 in aggregate, which shall be settled by the Company issuing unsecured convertible promissory notes to the Sellers of the same amount. On June 9, 2026, the transaction closed where the entire issued share capital of PMA Nano Carbon Tech Limited was transferred to the Company and the Company issued three unsecured convertible promissory notes to the Sellers in an aggregate amount of US$110,000,000.

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. 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

What acquisition did Ming Shing Group Holdings (MSW) just complete?

Ming Shing Group Holdings completed the acquisition of the entire issued share capital of PMA Nano Carbon Tech Limited. The British Virgin Islands company is now part of Ming Shing’s group, following a previously signed stock purchase agreement with three selling shareholders.

How much did Ming Shing (MSW) pay for PMA Nano Carbon Tech Limited?

Ming Shing agreed to pay an aggregate consideration of US$110,000,000 for PMA Nano Carbon Tech Limited. This amount reflects the purchase price for all issued shares and is settled through unsecured convertible promissory notes instead of an immediate cash payment.

How was the US$110,000,000 PMA Nano Carbon Tech acquisition by Ming Shing financed?

The acquisition was financed entirely through unsecured convertible promissory notes. Ming Shing issued three such notes to the selling shareholders in an aggregate principal amount of US$110,000,000, rather than using cash, creating obligations that may later convert into equity under their terms.

When did Ming Shing (MSW) sign and close the PMA Nano Carbon Tech deal?

Ming Shing signed the stock purchase agreement on May 26, 2026 and closed the transaction on June 9, 2026. At closing, ownership of all PMA Nano Carbon Tech Limited shares was transferred to Ming Shing and the unsecured convertible notes were issued to the sellers.

Who sold PMA Nano Carbon Tech Limited to Ming Shing Group Holdings?

The sellers were PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd. These three entities collectively held the entire issued share capital of PMA Nano Carbon Tech Limited, which they transferred to Ming Shing at closing.

What business is Ming Shing Group Holdings (MSW) primarily engaged in?

Ming Shing Group Holdings is mainly engaged in wet trades works in Hong Kong, including plastering, tile laying, brick laying, floor screeding and marble works. It operates through two wholly owned subsidiaries, serving both public and private sector construction projects.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.7 KB
• EX-99 GRAPHIC 4.5 KB