Ming Shing Group (PMA) plans US$510M all-stock acquisition with performance-linked notes
Rhea-AI Filing Summary
Ming Shing Group Holdings Limited agreed to acquire 100% of Meals Through Seasons Limited, which owns Meal Though Seasons HK Limited, for an aggregate US$510,000,000 payable entirely in company securities, with no cash outlay. Consideration consists of 150,000,000 Class A ordinary shares valued at a contractual reference price of US$1.00 per share and US$360,000,000 in unsecured, non‑interest‑bearing, no‑maturity convertible promissory notes.
The Notes are convertible into Class A ordinary shares at US$1.00 per share and are split into three equal annual performance tranches. Each tranche becomes convertible only if net profit after tax of the target group for the corresponding forecast year meets agreed thresholds and the company issues a conversion eligibility notice. Any tranche that fails its threshold remains outstanding but is permanently non‑convertible, and conversions are further capped so the holder and affiliates do not exceed 24% of total voting rights on a fully diluted basis. The company states that issuing the Consideration Shares and any conversion shares will cause significant dilution to existing shareholders.
Closing is scheduled on or before August 31, 2026, subject to due diligence and Nasdaq Listing of Additional Shares notification without objection; either side may terminate if completion has not occurred by October 31, 2026. As a foreign private issuer following Cayman Islands practice, the company is not seeking shareholder approval. The securities will be issued offshore under Regulation S with a one‑year distribution compliance period and contractual lock‑up on share consideration, while conversion shares are not locked up. The company notes it has not obtained an independent valuation or fairness opinion, and information on the target is unaudited.
Positive
- All-stock acquisition of agricultural supply-chain and cold-chain logistics business valued at US$510,000,000, expanding Ming Shing’s operations beyond construction-related wet trades.
- Use of performance-based conversion tranches for the US$360,000,000 Notes links a substantial portion of consideration to future net profit after tax of the acquired business.
- Transaction structure requires no cash payment by the company, preserving existing cash resources and liquidity.
- Convertible Notes feature a 24% voting cap and non-convertible failed tranches, limiting potential concentration of control and aligning equity issuance with performance.
Negative
- Issuance of 150,000,000 new shares plus potential conversion of US$360,000,000 Notes is expected to cause significant dilution to existing shareholders.
- Consideration was set without an independent valuation or fairness opinion, relying on a seller-prepared Financial Forecast and unaudited financial information.
- The prior MOU cooperation with MTHK has generated no revenue and remains non-binding, so commercial benefits of the graphene-agriculture strategy are unproven.
- Closing is subject to due diligence and Nasdaq procedures and may be terminated if not completed by October 31, 2026, adding execution and timing risk.
- The company discloses it has previously announced transactions that were later terminated and not completed, underscoring deal-completion uncertainty.
Filing Explained
The signed acquisition is separate from the earlier MOU: that MOU remains non-binding, has created no binding revenue or financial obligations, and has generated no revenue; the acquisition is still awaiting closing conditions.
Key Figures
Key Terms
convertible promissory notes financial
Regulation S regulatory
foreign private issuer regulatory
Lock-Up Period financial
performance tranches financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Ming Shing Group Holdings (PMA) agree to acquire in this 6-K?
How is the US$510,000,000 consideration for PMA’s acquisition structured?
What are the key terms of the US$360,000,000 convertible notes issued by PMA?
When is the PMA acquisition of Meals Through Seasons expected to close and what are the conditions?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 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 announced on July 30, 2026, on July 29, 2026, PMA Nano Carbon Technology Pte. Ltd (“PMA”), a subsidiary of the Company, entered into a non-binding strategic cooperation framework agreement (the “MOU”) with Meal Though Seasons HK Limited (“MTHK”), a company incorporated in Hong Kong, relating to the application of PMA’s graphene thermal management technology to facility agriculture temperature control and anti-freezing or thermal insulation, low-temperature drying and deep processing of agricultural products, cold-chain anti-freezing constant temperature and preservation auxiliary applications, and joint product research and development. The MOU recorded that the parties might opt to further explore cooperation plans including equity investment, joint ventures and mergers and acquisitions. The transaction announced today represents the progression of that cooperation into an equity transaction.
The MOU remains non-binding, does not constitute a revenue-generating contract, creates no binding revenue commitments or financial obligations, and does not guarantee any future commercial results, operational outcomes or financial performance. As at the date of this announcement, no definitive commercial agreement has been entered into between PMA and MTHK pursuant to the MOU, and the cooperation contemplated by the MOU has not generated any revenue.
The transaction
On August 11, 2026, the Company entered into a stock purchase agreement (the “SPA”) to acquire the entire issued share capital of Meals Through Seasons Limited, a business company incorporated under the laws of the British Virgin Islands (the “Target Company”), with Hongs Smart Limited and Yapjianhuei Smart Limited (each a “Seller” and, collectively, the “Sellers”), the Target Company and MTHK, for an aggregate consideration of US$510,000,000, payable in full in securities of the Company. The Target Company holds the entire issued share capital of MTHK. Based on information provided by the Sellers, which the Company has not independently verified, MTHK is mainly engaged in organic agricultural product supply chains, agricultural base operations, agricultural product sorting and processing, cold chain logistics, channel sales and related businesses.
The aggregate consideration of US$510,000,000 is payable in full in securities of the Company, and no cash is payable by the Company. It comprises (i) 150,000,000 Class A ordinary shares of the Company, par value US$0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of US$1.00 per share, representing an aggregate value of US$150,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of US$360,000,000 (the “Notes”), to be issued at closing pursuant to a note purchase agreement to be entered into at closing (the “NPA”). The consideration (including both the Consideration Shares and the Notes) is allocated between the Sellers in proportion to their respective interests in the Target Company, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.
The consideration was determined by arm’s-length negotiation between the Company and the Sellers, having regard to a financial forecast prepared and provided by the Sellers (the “Financial Forecast”). The Company has not obtained an independent valuation of the Target Company or a fairness opinion in respect of the consideration. The financial information in respect of the Target Company and MTHK provided to the Company to date is unaudited. The Company and the Sellers have agreed that the reference price of US$1.00 per Class A Ordinary Share is a contractual reference agreed between the parties and is not to be construed as a representation as to the fair value or fair market value of the Class A Ordinary Shares for any purpose.
The Notes
The Notes will be unsecured, will not bear interest and will have no fixed maturity date, and will rank pari passu with the Company’s other present and future unsecured and unsubordinated obligations. The Notes are convertible into Class A Ordinary Shares at a fixed conversion price of US$1.00 per share, subject to the conditions summarized below.
The principal amount of the Notes is divided into three equal annual performance tranches, each corresponding to one of the three financial years covered by the Financial Forecast. A tranche becomes eligible for conversion only if the net profit after tax of the Target Company and its subsidiaries for the corresponding financial year reaches an agreed minimum threshold by reference to the Financial Forecast, as determined by the Company, and only after the Company has issued a written conversion eligibility notice in respect of that tranche. A tranche that does not meet the applicable threshold remains outstanding but is not convertible, and a failure in one financial year is not cured by performance in a later financial year. In addition, no conversion may be effected to the extent that, immediately afterwards, the relevant holder together with its affiliates would hold total voting rights exceeding 24% of the total voting rights attaching to the Company’s outstanding share capital on a fully diluted basis.
The issuance of the Consideration Shares, and the issuance of any Class A Ordinary Shares upon conversion of the Notes, will result in significant dilution to the Company’s existing shareholders.
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Closing and conditions
Closing of the transaction is scheduled to occur on or before August 31, 2026, subject to the satisfaction or waiver of the conditions set out in the SPA, which include the completion by the Company of due diligence to its reasonable satisfaction and the submission of the required Listing of Additional Shares notification to The Nasdaq Stock Market LLC (“Nasdaq”) under Nasdaq Listing Rule 5250(e)(2) without objection from Nasdaq within the applicable notice period. If closing has not occurred on or before October 31, 2026, either the Company or the Sellers’ representative may terminate the SPA in accordance with its terms. The Company gives no assurance that the transaction will be completed, or that it will be completed within the expected timeframe.
Further information and securities law matters
As disclosed in the Company’s annual report on Form 20-F, the Company, as a foreign private issuer, has elected to follow Cayman Islands home country practice in lieu of certain Nasdaq corporate governance requirements as permitted by Nasdaq Listing Rule 5615(a)(3), including the shareholder approval requirements of Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d). Accordingly, the Company has not convened a general meeting of shareholders to approve the transaction.
The Consideration Shares, the Notes and any Class A Ordinary Shares issuable upon conversion of the Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are being issued outside the United States to persons who are not U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The securities will bear restrictive legends and are subject to transfer restrictions, including a one-year distribution compliance period. This announcement is for information purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
In addition to the Regulation S transfer restrictions described above, the SPA further provides for a contractual lock-up restriction pursuant to which, during the Lock-Up Period (as defined in the SPA), each Seller is prohibited from selling, transferring, hedging or otherwise disposing of the Shares constituting Share Consideration held by it during the Lock-Up Period, subject to limited customary exceptions for transfers to Affiliates or by operation of law where the transferee assumes the lock-up obligations. The Conversion Shares are not subject to the lock-up restriction.
The foregoing descriptions of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Press Release
On August 12, 2026, the Company issued a press release announcing the transactions described herein, a copy of which is furnished as Exhibit 99.1 hereto (the “Press Release”).
Forward-Looking Statements
This Report on Form 6-K and the Press Release contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the closing of the SPA and the NPA, the issuance of shares and the Notes, the approval of Nasdaq with respect to the transactions contemplated by the SPA, the NPA, the issuance of shares and the Notes, the conversion of the Notes, and the expected timeframe of the closing of the transaction. 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.
Exhibits.
| Exhibit No. | Description | |
| 10.1* | Stock Purchase Agreement by and among the Company, Hongs Smart Limited and Yapjianhuei Smart Limited dated August 11, 2026 | |
| 99.1 | Press release dated August 12, 2026 issued by the Company |
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ming Shing Group Holdings Limited | ||
| Date: August 12, 2026 | By: | /s/ Zhijun Pan |
| Name: | Zhijun Pan | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| 4 |
Exhibit 99.1
Ming Shing Group Holdings Limited Announces Entering into Stock Purchase Agreement
Hong Kong, August 12, 2026 – Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: PMA), a Hong Kong-based company mainly engaged in wet trades works, today announced that it has entered into a stock purchase agreement to acquire the entire issued share capital of Meals Through Seasons Limited, a business company incorporated under the laws of the British Virgin Islands (the “Target Company”), for an aggregate consideration of US$510,000,000, payable in full in securities of the Company.
As announced on July 30, 2026, on July 29, 2026, PMA Nano Carbon Technology Pte. Ltd (“PMA”), a subsidiary of the Company, entered into a non-binding strategic cooperation framework agreement (the “MOU”) with Meal Though Seasons HK Limited (“MTHK”), a company incorporated in Hong Kong, relating to the application of PMA’s graphene thermal management technology to facility agriculture temperature control and anti-freezing or thermal insulation, low-temperature drying and deep processing of agricultural products, cold-chain anti-freezing constant temperature and preservation auxiliary applications, and joint product research and development. The MOU recorded that the parties might opt to further explore cooperation plans including equity investment, joint ventures and mergers and acquisitions. The transaction announced today represents the progression of that cooperation into an equity transaction.
The MOU remains non-binding, does not constitute a revenue-generating contract, creates no binding revenue commitments or financial obligations, and does not guarantee any future commercial results, operational outcomes or financial performance. As at the date of this announcement, no definitive commercial agreement has been entered into between PMA and MTHK pursuant to the MOU, and the cooperation contemplated by the MOU has not generated any revenue.
The transaction
On August 11, 2026, the Company entered into a stock purchase agreement (the “SPA”) with Hongs Smart Limited and Yapjianhuei Smart Limited (each a “Seller” and, collectively, the “Sellers”), the Target Company and MTHK. The Target Company holds the entire issued share capital of MTHK. Based on information provided by the Sellers, which the Company has not independently verified, MTHK is mainly engaged in organic agricultural product supply chains, agricultural base operations, agricultural product sorting and processing, cold chain logistics, channel sales and related businesses.
The aggregate consideration of US$510,000,000 is payable in full in securities of the Company, and no cash is payable by the Company. It comprises (i) 150,000,000 Class A ordinary shares of the Company, par value US$0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of US$1.00 per share, representing an aggregate value of US$150,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of US$360,000,000 (the “Notes”), to be issued at closing pursuant to a note purchase agreement to be entered into at closing. The consideration (including both the Consideration Shares and the Notes) is allocated between the Sellers in proportion to their respective interests in the Target Company, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.
The consideration was determined by arm’s-length negotiation between the Company and the Sellers, having regard to a financial forecast prepared and provided by the Sellers (the “Financial Forecast”). The Company has not obtained an independent valuation of the Target Company or a fairness opinion in respect of the consideration. The financial information in respect of the Target Company and MTHK provided to the Company to date is unaudited. The Company and the Sellers have agreed that the reference price of US$1.00 per Class A Ordinary Share is a contractual reference agreed between the parties and is not to be construed as a representation as to the fair value or fair market value of the Class A Ordinary Shares for any purpose.
The Notes
The Notes will be unsecured, will not bear interest and will have no fixed maturity date, and will rank pari passu with the Company’s other present and future unsecured and unsubordinated obligations. The Notes are convertible into Class A Ordinary Shares at a fixed conversion price of US$1.00 per share, subject to the conditions summarized below.
The principal amount of the Notes is divided into three equal annual performance tranches, each corresponding to one of the three financial years covered by the Financial Forecast. A tranche becomes eligible for conversion only if the net profit after tax of the Target Company and its subsidiaries for the corresponding financial year reaches an agreed minimum threshold by reference to the Financial Forecast, as determined by the Company, and only after the Company has issued a written conversion eligibility notice in respect of that tranche. A tranche that does not meet the applicable threshold remains outstanding but is not convertible, and a failure in one financial year is not cured by performance in a later financial year. In addition, no conversion may be effected to the extent that, immediately afterwards, the relevant holder together with its affiliates would hold total voting rights exceeding 24% of the total voting rights attaching to the Company’s outstanding share capital on a fully diluted basis.
The issuance of the Consideration Shares, and the issuance of any Class A Ordinary Shares upon conversion of the Notes, will result in significant dilution to the Company’s existing shareholders.
Closing and conditions
Closing of the transaction is scheduled to occur on or before August 31, 2026, subject to the satisfaction or waiver of the conditions set out in the SPA, which include the completion by the Company of due diligence to its reasonable satisfaction and the submission of the required Listing of Additional Shares notification to The Nasdaq Stock Market LLC (“Nasdaq”) under Nasdaq Listing Rule 5250(e)(2) without objection from Nasdaq within the applicable notice period. If completion has not occurred on or before October 31, 2026, either the Company or the Sellers’ representative may terminate the SPA in accordance with its terms. The Company gives no assurance that the transaction will be completed, or that it will be completed within the expected timeframe.
Further information and securities law matters
The foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the SPA, a copy of which is furnished as Exhibit 10.1 to the Company’s report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2026, to which reference should be made for the full terms of the transaction.
As disclosed in the Company’s annual report on Form 20-F, the Company, as a foreign private issuer, has elected to follow Cayman Islands home country practice in lieu of certain Nasdaq corporate governance requirements as permitted by Nasdaq Listing Rule 5615(a)(3), including the shareholder approval requirements of Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d). Accordingly, the Company has not convened a general meeting of shareholders to approve the transaction.
The Consideration Shares, the Notes and any Class A Ordinary Shares issuable upon conversion of the Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are being issued outside the United States to persons who are not U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The securities will bear restrictive legends and are subject to transfer restrictions, including a one-year distribution compliance period. This announcement is for information purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.
In addition to the foregoing, each Seller has agreed to a contractual lock-up restriction in the SPA under which the Sellers may not sell, transfer, hedge or otherwise dispose of the Shares comprising the Share Consideration during the Lock-Up Period, subject to limited exceptions. The Conversion Shares are not subject to this lock-up restriction.
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. The Company conducts its wet trades works 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. The Company also conducts graphene thermal management technology activities through its subsidiary, PMA Nano Carbon Technology Pte. Ltd. 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. Forward-looking statements include statements regarding the completion of the transaction; the issuance of the Consideration Shares and the Notes; the response of Nasdaq to the Listing of Additional Shares notification; the achievement of the performance thresholds applicable to the Notes and the accuracy of the Financial Forecast; the conversion of the Notes and the extent of resulting dilution; the accounting treatment of the transaction; the Company’s ability to integrate the business of the Target Company and MTHK; and the Company’s ability to realise the anticipated benefits of the cooperation between PMA and MTHK. The Company has previously announced transactions that were subsequently terminated and not completed. 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