Ming Shing (MSW) unwinds large Bitcoin purchases and convertible note, warrant agreements

Rhea-AI Filing Summary

Ming Shing Group Holdings Limited has terminated a series of previously announced cryptocurrency and financing transactions. On February 9, 2026, the company entered into deeds of termination covering agreements to purchase 500 Bitcoins and 333 Bitcoins from Unit Meta AI Tech Limited and 4,250 Bitcoins from Winning Mission Group Limited.

The deeds also cancel convertible promissory notes in principal amounts of US$37,000,000 each to Unit Meta AI Tech Limited and Gallant Witness Limited, and notes of US$241,480,750 and warrants for 201,233,958 warrant shares each to Winning Mission Group Limited and Rich Plenty Investment Limited. All related agreements become null and void, and each party releases the others from obligations, with each bearing its own costs.

Insights

Capital structure and special situations analyst

Ming Shing cancels large Bitcoin and convertible note deals, resetting prior financing arrangements.

Ming Shing Group Holdings Limited has entered deeds of termination that unwind earlier cryptocurrency purchase and financing structures. The terminations cover Bitcoin purchase agreements for 500, 333 and 4,250 Bitcoins, as well as related assignment agreements among the company and multiple counterparties.

The company also terminates significant convertible promissory notes and equity-linked instruments: notes of US$37,000,000 each with Unit Meta AI Tech Limited and Gallant Witness Limited, plus notes of US$241,480,750 and warrants for 201,233,958 warrant shares each with Winning Mission Group Limited and Rich Plenty Investment Limited. These arrangements becoming null and void may materially change potential leverage and equity overhang compared with the prior structure.

All parties release one another from obligations under the former agreements, and each bears its own costs, according to the deeds. Future filings may clarify how Ming Shing structures any replacement financing or digital asset exposure following the termination of these earlier transactions.

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 February 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.

Reference is made to the Form 6-Ks furnished by the Company on January 13, 2025, March 11, 2025, May 23, 2025 and August 20, 2025, in relation to the purchase of 500, 333 and 4,250 Bitcoins and the issuance of convertible promissory notes and warrants (the “Transactions”).

On February 9, 2026, the Company entered into a series of deeds of termination (the “Deeds of Termination”) with the various parties in the Transactions to effect the termination of (i) the purchase of 500 Bitcoins and 333 Bitcoins from Unit Meta AI Tech Limited and 4,250 Bitcoins from Winning Mission Group Limited; (ii) the issuance of a convertible promissory note in the principal amount of US$37,000,000 to each of Unit Meta AI Tech Limited and Gallant Witness Limited, and (iii) the issuance of a convertible promissory note in the principal amount of US$241,480,750 and warrant of 201,233,958 warrant shares to each of Winning Mission Group Limited and Rich Plenty Investment Limited (the “Former Agreements”). Pursuant to the Deeds of Termination, the Former Agreements shall become null and void and without any further effect. Each party to the Deeds of Termination shall release and discharge the other party of its obligations under the Former Agreements.

The foregoing descriptions of the Deeds of Termination are summaries of the material terms thereto and do not purport to be complete and are qualified in its entirety by reference to the Deeds of Termination, each of which are filed herewith as Exhibits 99.1 to 99.9 and are incorporated herein by reference.

Exhibit No.		Description
99.1		Form of Deed of Termination of the bitcoin purchase agreement dated January 9, 2025 with Unit Meta AI Tech Limited
99.2		Form of Deed of Termination of the bitcoin purchase agreement dated February 28, 2025 with Unit Meta AI Tech Limited
99.3		Form of Deed of Termination of the assignment agreement dated May 23, 2025 with Unit Meta AI Tech Limited and Gallant Witness Limited
99.4		Form of Deed of Termination of the convertible promissory note dated May 23, 2025 with Unit Meta AI Tech Limited
99.5		Form of Deed of Termination of the convertible promissory note dated May 23, 2025 with Gallant Witness Limited
99.6		Form of Deed of Termination of the bitcoin purchase agreement dated August 20, 2025 with Winning Mission Group Limited
99.7		Form of Deed of Termination of the assignment agreement dated August 20, 2025 with Winning Mission Group Limited and Rich Plenty Investment Limited
99.8		Form of Deed of Termination of the convertible promissory note and warrant dated August 20, 2025 with Unit Winning Mission Group Limited
99.9		Form of Deed of Termination of the convertible promissory note and warrant dated August 20, 2025 with Rich Plenty Investment Limited

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: February 9, 2026	By:	/s/ Wenjin Li
	Name:	Wenjin Li
	Title:	Chairman of the Board and Chief Executive Officer

3

Exhibit 99.1

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Lead Benefit (HK) Limited, a company limited by shares incorporated in Hong Kong with its registered address at Unit 6, 14/F, One Portside, 29 Tai Yau Street, San Po Kong, Kowloon; and
	(2)	Unit Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the bitcoin purchase agreement dated January 9, 2025, for the purchase of 500 Bitcoins (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
LEAD BENEFIT (HK) LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Unit Meta AI Tech Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.2

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Lead Benefit (HK) Limited, a company limited by shares incorporated in Hong Kong with its registered address at Unit 6, 14/F, One Portside, 29 Tai Yau Street, San Po Kong, Kowloon; and
	(2)	Unit Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the bitcoin purchase agreement dated February 28, 2025, for the purchase of 333 Bitcoins (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
LEAD BENEFIT (HK) LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Unit Meta AI Tech Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.3

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”);
	(2)	Unit Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong (“Party B”); and
	(3)	Gallant Witness Limited, a business company incorporated in the British Virgin Islands with its address at 6-9-5 Minami-Aoyama, Minato-ku, Tokyo, Japan (“Party C”)

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the assignment agreement dated May 23, 2025 among Party A, Party B and Party C for the assignment of debt of US$37,000,000 of Party A from Party B to Party C (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Unit Meta AI Tech Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Gallant Witness Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.4

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”); and
	(2)	Unit Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong (“Party B”)

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the convertible promissory note dated May 23, 2025 issued by Party A to Party B in the principal amount of US$37,000,000 (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Unit Meta AI Tech Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.5

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”); and
	(2)	Gallant Witness Limited, a business company incorporated in the British Virgin Islands with its address at 6-9-5 Minami-Aoyama, Minato-ku, Tokyo, Japan (“Party B”)

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the convertible promissory note dated May 23, 2025 issued by Party A to Party B in the principal amount of US$37,000,000 (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Gallant Witness Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.6

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands; and
	(2)	Winning Mission Group Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the bitcoin purchase agreement dated August 20, 2025, for the purchase of 4,250 Bitcoins (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Winning Mission Group Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.7

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”);
	(2)	Winning Mission Group Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (“Party B”); and
	(3)	Rich Plenty Investment Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG 1110, British Virgin Islands (“Party C”)

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the assignment agreement dated August 20, 2025 among Party A, Party B and Party C for the assignment of consideration in the amount of 2,125 Bitcoins from Party B to Party C (the “Agreement”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreement subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreement.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Winning Mission Group Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Rich Plenty Investment Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.8

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”); and
	(2)	Winning Mission Group Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (“Party B”).

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the (i) convertible promissory note dated August 20, 2025 issued by Party A to Party B in the principal amount of US$241,480,750; and (ii) the warrant dated August 20, 2025 issued by Party A to Party B of 201,233,958 warrant shares (together, the “Agreements”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreements subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreements with immediate effect upon which the Agreements shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreements.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Winning Mission Group Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

Exhibit 99.9

DEED OF TERMINATION

THIS DEED is made on                     , 2026

BETWEEN

	(1)	Ming Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Party A”); and
	(2)	Rich Plenty Investment Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG 1110, British Virgin Islands (“Party B”).

(collectively referred to as the “Parties” and individually as a “Party”)

WHEREAS:

	(A)	Reference is made to the (i) convertible promissory note dated August 20, 2025 issued by Party A to Party B in the principal amount of US$241,480,750; and (ii) the warrant dated August 20, 2025 issued by Party A to Party B of 201,233,958 warrant shares (together, the “Agreements”). Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein.
	(B)	The Parties agree to terminate the Agreements subject to the terms of this Deed.

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED:

1. INTERPRETATION

	1.1	References herein to Recitals and Clauses are references to recitals and clauses respectively in this Deed unless the context requires otherwise
	1.2	The headings are inserted for convenience only and shall not affect the construction of this Deed.
	1.3	Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

2. TERMINATION AND EFFECT

2.1 The Parties hereby terminate the Agreements with immediate effect upon which the Agreements shall become null and void and without any further effect. Each Parties shall release and discharge the other Party of its obligations under the Agreements.

3. GENERAL PROVISIONS

	3.1	Costs: Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions contemplated therein.
	3.2	Further Assurance: Each Party agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Deed and the transactions contemplated by it.

3.3 Entire Agreement: This Deed (together with any document described in or expressed to be entered into in connection with this Deed) constitutes the entire agreement between the Parties in relation to the transaction(s) referred to it or in them and supersedes any previous agreement between the Parties in relation to such transaction(s). It is agreed that:

(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and

(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.

	3.4	Remedies are Cumulative: Any right, power or remedy expressly conferred upon any Party under this Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers and remedies which would, in the absence of express provision, be available to it; and may be exercised as often as such Party considers appropriate.
	3.5	Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right or remedy provided by law or under this Deed shall affect the ability of that Party subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor shall such failure or delay constitute a waiver or variation of that or any other right or remedy. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
	3.6	Severability: The Parties intend that the provisions of this Deed shall be enforced to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. If any particular provision or part of this Deed shall be held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
	3.7	Variation: No variation of any of the terms of this Deed (or of any document described in or expressed to be entered into in connection with this Deed) shall be effective unless such variation is made in writing and signed by or on behalf of each of the Parties. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.
	3.8	Counterparts: This Deed may be executed in any number of counterparts all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Deed by executing any such counterpart.
	3.9	Legal Relationship: The Parties are independent principals and no Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
	3.10	Punctual Performance: Any time, date or period mentioned in any Clause in this Deed may be varied by mutual agreement between the Parties, made in writing and signed by or on behalf of each of the Parties, but, as regards any time, date or period originally fixed and not so varied, or any time, date or period so varied, as aforesaid, time shall be of the essence of this Deed.

4. GOVERNING LAW AND JURISDICTION

	4.1	Governing Law: This Deed (together with all documents referred to in it) shall be governed by and construed and take effect in accordance with the laws of Hong Kong.
	4.2	Jurisdiction: With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Deed (the “Proceedings”), each Party irrevocably:

	(A)	submits to the exclusive jurisdiction of the courts of Hong Kong; and
	(B)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim for any inconveniences as a result of such Proceedings having been brought in any such court and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such Party.

4.3 Other Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

[Signing page to follow]

EXECUTION PAGE

IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
MING SHING GROUP HOLDINGS	)
LIMITED	)
and SIGNED by its director(s)	)
in the presence of:	)

EXECUTED and DELIVERED	)
as a DEED under the COMMON SEAL of	)
Rich Plenty Investment Limited	)
and SIGNED by its director(s)	)
in the presence of:	)

FAQ

What did Ming Shing Group Holdings Limited (MSW) announce in this 6-K?

Ming Shing Group Holdings Limited announced that it entered into multiple deeds of termination on February 9, 2026. These deeds cancel earlier Bitcoin purchase agreements and related financing arrangements, including large convertible promissory notes and warrants with several counterparties.

Which Bitcoin purchase agreements did Ming Shing (MSW) terminate?

The company terminated agreements to purchase 500 Bitcoins and 333 Bitcoins from Unit Meta AI Tech Limited, and 4,250 Bitcoins from Winning Mission Group Limited. These purchases had been disclosed in earlier Form 6-K submissions referenced in this report.

What convertible promissory notes involving Ming Shing (MSW) were cancelled?

Ming Shing terminated a convertible promissory note of US$37,000,000 issued to Unit Meta AI Tech Limited and a separate US$37,000,000 note issued to Gallant Witness Limited. It also terminated notes of US$241,480,750 each issued to Winning Mission Group Limited and Rich Plenty Investment Limited.

What happened to the warrants previously issued by Ming Shing (MSW)?

The deeds of termination cancel warrants previously issued to Winning Mission Group Limited and Rich Plenty Investment Limited. Each warrant covered 201,233,958 warrant shares, and these warrant arrangements are stated to become null and void under the termination deeds.

How do the deeds of termination affect obligations among Ming Shing (MSW) and its counterparties?

The filing states that, under the deeds of termination, the former agreements become null and void and without further effect. Each party releases and discharges the others from obligations under those agreements, with each party bearing its own costs and expenses.

Which counterparties were involved in Ming Shing’s (MSW) terminated agreements?

Counterparties named in the termination deeds include Unit Meta AI Tech Limited, Gallant Witness Limited, Winning Mission Group Limited and Rich Plenty Investment Limited. These entities were parties to the Bitcoin purchase agreements, assignment agreements, convertible notes and warrants now being terminated.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EX-99.1 43.3 KB
• EX-99.2 EX-99.2 43.3 KB
• EX-99.3 EX-99.3 50.3 KB
• EX-99.4 EX-99.4 46.3 KB
• EX-99.5 EX-99.5 46.4 KB
• EX-99.6 EX-99.6 46.3 KB
• EX-99.7 EX-99.7 50.5 KB
• EX-99.8 EX-99.8 46.6 KB
• EX-99.9 EX-99.9 46.7 KB