PMA Graphene Technology Group Inc. (PMA) SEC Filings

Ming Shing Group Holdings Ltd (PMA) received an amended Schedule 13D from director Chi Ming Lam reporting sales of Class A Ordinary Shares that reduced his beneficial ownership below five percent of the company’s Ordinary Shares. On September 9, 2026 he sold 150,000 Class A shares in the open market and on September 11, 2026 he sold a further 120,000, for an aggregate 270,000 Class A shares sold.

As of September 11, 2026, Mr. Lam beneficially owns 7,824,865 Ordinary Shares, representing 4.8% of Ming Shing Group Holdings Ltd’s 162,975,000 Ordinary Shares outstanding as a single class, consisting of 1,824,865 Class A and 6,000,000 Class B shares. Of the Class B shares, 5,400,000 are pledged under a Stock Pledge Agreement, while Mr. Lam retains voting and dividend rights so long as no enforcement event occurs. Each Class B share carries 100 votes versus 1 vote for each Class A share, giving Mr. Lam significant voting power relative to his economic stake. This amendment is stated to be his final Schedule 13D amendment unless his beneficial ownership again exceeds five percent.

PMA Graphene Technology Group Inc. reports that director and ten percent owner Lam Chi Ming amended a prior insider report to correct that he sold, rather than acquired, several blocks of Class A Ordinary Shares in August 2026. The corrected entries show indirect open-market or private sales totaling 320,000 shares at prices between $1.10 and $1.75 per share, held through an individual brokerage account, with no Rule 10b5-1 trading plan reported.

Ming Shing Group Holdings Ltd (symbol PMA), now renamed PMA Graphene Technology Group Inc., reports that shareholders approved a change of company name at an extraordinary general meeting held on August 25, 2026. The Cayman Islands Registrar of Companies issued a Certificate of Incorporation on Change of Name on August 26, 2026 to reflect this change.

The company’s Class A ordinary shares will begin trading on the Nasdaq Stock Market LLC under the new name at the opening of trading on September 10, 2026, with no action required from existing shareholders and the CUSIP number remaining the same. Shareholders also approved, and the company filed, a fourth amended and restated memorandum and articles of association on August 26, 2026, which is included as an exhibit.

Ming Shing Group Holdings Limited (PMA) completed the acquisition of Meals Through Seasons Limited on September 2, 2026 for an aggregate consideration of US$510,000,000, paid entirely in its own securities and no cash. The consideration consists of 150,000,000 Class A ordinary shares valued at US$1.00 per share and US$360,000,000 in unsecured convertible promissory notes issued to the two sellers in a 70%/30% split.

The zero‑coupon notes have no fixed maturity or scheduled repayments and rank as senior unsecured obligations. They are divided into three Annual Performance Tranches of US$120,000,000 each, and each tranche becomes eligible for conversion only if net profit after tax for the corresponding year reaches at least 50% of forecast. Upon eligibility, the notes convert into Class A ordinary shares at a fixed price of US$1.00 per share, subject to anti‑dilution adjustments and a 24% Voting Rights Limitation that caps the holder’s post‑conversion voting power on a fully diluted basis.

Ming Shing Group Holdings Limited (PMA) reported that shareholders at an extraordinary general meeting on August 25, 2026 approved all four resolutions considered. Shareholders authorized changing the English name to “PMA Graphene Technology Group Inc.” and the Chinese dual foreign name to “宇航派蒙石墨烯科技集團公司”, subject to approval by the Cayman Islands Registrar of Companies.

Shareholders also approved adopting a fourth amended and restated memorandum and articles of association to reflect the new name, and authorized directors and officers to complete all ancillary filings and registrations. An adjournment resolution, intended to allow additional proxy solicitation if needed, was also approved. Voting support exceeded 99.9% for each resolution.

Ming Shing Group Holdings Ltd (PMA) insider Lam Chi Ming, a director and ten percent owner, reported several indirect transactions in Class A Ordinary Shares held in a broker account. The filing shows net sales of 200,000 shares on August 13 and 14, 2026, at prices of $1.1003 and $1.3697 per share, respectively, plus additional reported transactions involving 120,000 shares between August 17 and 21, 2026, at prices between $1.3195 and $1.7450 per share.

Ming Shing Group Holdings Ltd (PMA) discloses in this Schedule 13D/A (Amendment No. 11) that director Chi Ming (Lam) is now the beneficial owner of 8,094,865 Ordinary Shares, representing 62.4% of the company’s 12,975,000 Ordinary Shares outstanding as of March 31, 2026.

Following a June 2026 redesignation, his holdings comprise 2,094,865 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares. Each Class B share carries 100 votes versus one vote for each Class A share, and 5,400,000 of the Class B shares are pledged, while he retains voting and dividend rights so long as no enforcement event occurs.

The amendment reports open-market sales of an aggregate 320,000 Class A Ordinary Shares between August 13 and August 21, 2026, after the IPO lock-up period expired. Lam states that he may increase or decrease his stake over time, depending on Ming Shing’s condition, market factors, and other investment opportunities.

Ming Shing Group Holdings Limited (PMA) amended a prior report to clarify that it has verified the business of Meal Though Seasons HK Limited (MTHK) and that the US$510,000,000 acquisition price for Meals Through Seasons Limited is based on an independent valuation report indicating an equity value of US$515,000,000 as of June 30, 2026. The valuation report was prepared to assist the board in assessing consideration, is unaudited financials-based, and is not a fairness opinion; no fairness opinion has been obtained.

Under the August 11, 2026 stock purchase agreement, Ming Shing will acquire 100% of the Target Company, which owns MTHK, for securities only: 150,000,000 Class A ordinary shares at a contractual reference price of US$1.00 plus US$360,000,000 of unsecured, zero-coupon, no-maturity convertible notes. The notes are split into three annual performance tranches and convert into Class A shares at US$1.00 per share only if specified net profit thresholds are met and subject to a 24% voting-rights cap.

Closing is targeted on or before August 31, 2026, with a long-stop date of October 31, 2026, and is conditioned on satisfactory due diligence and Nasdaq’s non-objection to a Listing of Additional Shares notification. The company, as a foreign private issuer following Cayman Islands practice, has not sought shareholder approval. All consideration securities will be issued offshore under Regulation S, subject to transfer restrictions and a contractual lock-up on the share consideration, and the company warns that the issuance will cause significant dilution to existing shareholders and that completion is not assured.

Ming Shing Group Holdings Limited reported that Nasdaq has notified the company it no longer satisfies Nasdaq Listing Rule 5550(b), which requires either US$2.5 million in stockholders’ equity or US$35 million market value of listed securities. Based on Ming Shing’s Form 20-F, it reported net loss of US$5,763,745 and total comprehensive loss of US$5,730,751 for the fiscal years ended March 31, 2026 and 2025, respectively.

Ming Shing has 45 calendar days, until October 1, 2026, to submit a compliance plan to Nasdaq, which may grant up to a 180-day extension from August 17, 2026 if the plan is accepted. The notice has no immediate effect on the listing of the company’s shares on The Nasdaq Capital Market, and Ming Shing states it intends to submit a plan and is evaluating alternatives to regain compliance.