PMA Graphene closes $510M Meals Through Seasons deal
Preliminary purchase-price allocation assigns $369,902,581 to developed technology and $51,429,897 to goodwill; the valuations remain subject to further adjustment.
Sentiment and the balance of points
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Rhea-AI Filing Summary
PMA Graphene Technology Group Inc. completed its acquisition of Meals Through Seasons Limited on September 2, 2026, for stated consideration of $510 million, payable entirely in securities, with no cash payable by PMA. Consideration comprised 150,000,000 Class A ordinary shares at an agreed $1.00 reference price per share and unsecured convertible notes with $360 million aggregate original principal.
The consideration was allocated 70% to Hongs Smart Limited and 30% to Yapjianhuei Smart Limited. The notes are divided into three equal $120 million annual performance tranches, bear no ordinary interest and have no fixed maturity date. The acquired group operates agricultural supply-chain, processing, cold-chain logistics and sales businesses in Mainland China.
Audited target statements report a $35,325 net loss from incorporation on December 4, 2025, through September 2, 2026, and $50,000 in assets against $35,325 in liabilities as of September 2, 2026. The unaudited pro forma combined balance sheet lists total assets of $427,257,187 as of March 31, 2026; it is illustrative, based on preliminary estimates, and does not represent actual combined results or project future operating results.
Filing Explained
The notes’ potential dilution is conditional tranche by tranche, and the acquisition’s pro forma asset and liability values remain preliminary.
This Form 6-K adds audited target financial statements and illustrative combined accounts for the acquisition, which had already closed on
The illustrative pro forma assigns
Key Figures
Key Terms
Annual Performance Tranche financial
Minimum Forecast Threshold financial
Voting Rights Limitation financial
conversion option liability financial
acquisition method of accounting technical
FAQ
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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 November 2026
Commission File Number: 001-42418
PMA Graphene Technology Group Inc.
(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,” “PMA,” “we,” “us” and “our” refer to PMA Graphene Technology Group Inc. and its subsidiaries.
Other Information
Reference is made to the Form 6-K of the Company furnished with the Securities and Exchange Commission (the “SEC”) on September 2, 2026 (the “Closing 6-K”) for the closing of the acquisition (the “Acquisition”) of the entire issued share capital of Meals Through Seasons Limited (the “Target”). The Target constitutes a “significant business” of which separate target financial statements and related pro forma financial statements of the Target are required under Rule 3-05 and Article 11 of Regulation S-X.
This Form 6-K includes the following financial statements: (i) the audited financial statements of the Meals Through Seasons Limited as of September 2, 2026 and for the period from incorporation (December 4, 2025) to September 2, 2026, the notes related thereto, and the report of the independent auditor, FundCertify CPA Professional Corporation, dated November 5, 2026; and (ii) the unaudited pro forma condensed combined financial information of the Company and the Target as of March 31, 2026, and incorporated herein by reference.
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and does not purport to represent the actual results of operations of the Company. It is based on available measures and certain assumptions and is not necessarily indicative of the results that would have been achieved had the Acquisition occurred on the date indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future operating results of the Company. Future results may vary significantly from the results reflected because of various factors.
The foregoing description is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 and Exhibit 10.2 to the Company’s Form 6-K dated September 2, 2026 and is incorporated in this Report by reference.
Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited financial statements of Meals Through Seasons Limited as of September 2, 2026 and for the period from incorporation (December 4, 2025) to September 2, 2026, the notes related thereto, and the report of the independent auditor, FundCertify CPA Professional Corporation, dated November 5, 2026 | |
| 99.2 | Unaudited pro forma condensed combined financial information of the Company and the Target as of March 31, 2026 | |
| 101 | Interactive Data Files (formatted as Inline XBRL) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| 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.
| PMA Graphene Technology Group Inc. | ||
| Date: November 5, 2026 | By: | /s/ Zhijun Pan |
| Name: | Zhijun Pan | |
| Title: | Chairman of the Board and Director | |
| 3 |
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
Meals Through Seasons Limited and its subsidiary
Audited Consolidated Financial Statements
| Report of Independent Registered Public Accounting Firm (PCAOB 7189) | F-2 |
| Audited Consolidated Financial Statements | |
| - Consolidated Balance Sheets as of September 2, 2026 | F-3 |
| - Consolidated Statements of Operations and Comprehensive Loss for the period from incorporation (December 4, 2025) to September 2, 2026 | F-4 |
| - Consolidated Statements of Change in Shareholders’ Equity for the period from incorporation (December 4, 2025) to September 2, 2026 | F-5 |
| - Notes to the Consolidated Financial Statements for the period from incorporation (December 4, 2025) to September 2, 2026 | F-6 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Sole Director of
Meals Through Seasons Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Meals Through Seasons Limited and its subsidiary (collectively the “Group”) as of September 2, 2026 and the related consolidated statements of operations and comprehensive loss and change in shareholders’ equity, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of September 2, 2026, and the results of its operations for the period from incorporation (December 4, 2025) to September 2, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ FundCertify CPA Professional Corporation
FundCertify CPA Professional Corporation
Certified Public Accountants
PCAOB ID: 7189
We have served as the Group’s auditor since 2026.
Cary, North Carolina
November 5, 2026
| F-2 |
Meals Through Seasons Limited and its subsidiary
Consolidated Balance Sheets
As of September 2, 2026
| As of | ||||
| September 2, 2026 | ||||
| USD | ||||
| Assets | ||||
| Current asset | ||||
| Amounts due from related parties (Note 5) | 50,000 | |||
| Total assets | 50,000 | |||
| Liabilities and shareholders’ equity | ||||
| Current liabilities | ||||
| Accrued expenses | 35,325 | |||
| Total liabilities | 35,325 | |||
| Shareholders’ equity | ||||
| Ordinary shares, 50,000 shares authorized; USD1 par value, 50,000 shares issued and outstanding, as of September 2, 2026 (Note 7) | 50,000 | |||
| Accumulated deficit | (35,325 | ) | ||
| Total shareholders’ equity | 14,675 | |||
| Total Liabilities and shareholders’ equity | 50,000 | |||
| Commitments and contingencies (Note 6) | ||||
| Subsequent Events (Note 8) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Meals Through Seasons Limited and its subsidiary
Consolidated Statements of Operations and Comprehensive Loss
For the period from incorporation (December 4, 2025) to September 2, 2026
Incorporation (December 4, 2025) to September 2, 2026 | ||||
| USD | ||||
| Operating expenses | ||||
| General and administrative expenses | (35,325 | ) | ||
| Net loss and total comprehensive loss | (35,325 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Meals Through Seasons Limited and its subsidiary
Consolidated Statements of Changes in Shareholders’ Equity
For the period from incorporation (December 4, 2025) to September 2, 2026
| Ordinary Shares | Accumulated | Total shareholders’ | ||||||||||||||
Number of shares | Amount | deficit | equity | |||||||||||||
| USD | USD | USD | ||||||||||||||
| Balance as of December 4, 2025 | 50,000 | 50,000 | - | 50,000 | ||||||||||||
| Net loss for the period | - | - | (35,325 | ) | (35,325 | ) | ||||||||||
| Balance as of September 2, 2026 | 50,000 | 50,000 | (35,325 | ) | 14,675 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Meals Through Seasons Limited and its subsidiary
Notes to Consolidated Financial Statements
For the period from incorporation (December 4, 2025) to September 2, 2026
1. Organization and Business Description
Organization and Nature of Operations
Meals Through Seasons Limited (“MTS”), was an exempted company with limited liability incorporated under the laws of the British Virgin Islands on December 4, 2025, as a holding company. The Company is engaged in organic agricultural product supply chains, agricultural base operations, agricultural product sorting and processing, cold chain logistics, channel sales and related businesses and the Company operates its business in Mainland China through its direct wholly-owned operating subsidiary, Meals Though Seasons HK Limited (“MTHK”).
The accompanying consolidated financial statements reflect the activities of the Company and the following entities:
| Parent and subsidiary | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||
| MTS | December 4, 2025 | British Virgin Islands | Parent | Investment holding | ||||
| MTHK | January 5, 2026 | Hong Kong | 100% | Organic agricultural product supply chains, agricultural base operations, agricultural product sorting and processing, cold chain logistics, channel sales and related businesses |
On August 11, 2026, PMA Graphene Technology Group Inc. (“PMA”) (formerly known as Ming Shing Group Holdings Limited) entered into a stock purchase agreement (the “SPA”) to acquire the entire issued share capital of MTS with Hongs Smart Limited and Yapjianhuei Smart Limited (each a “Seller” and, collectively, the “Sellers”), MTS and MTHK, for an aggregate consideration of USD510,000,000, payable in full in securities of the PMA. The aggregate consideration of USD510,000,000 is payable in full in securities of the PMA, and no cash is payable by PMA. It comprises (i) 150,000,000 Class A ordinary shares of PMA, par value USD0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of USD1.00 per share, representing an aggregate value of USD150,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of USD360,000,000 (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 MTS, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.
On September 2, 2026, the transaction closed. In connection with the closing, the NPA was entered into as of September 2, 2026, the entire issued share capital of MTS was transferred to PMA and PMA issued (i) 105,000,000 and 45,000,000 Class A Ordinary Shares to Hongs Smart Limited and Yapjianhuei Smart Limited, respectively; and (ii) unsecured convertible promissory notes to the NPA in the original principal amount of USD252,000,000 (with each “Annual Performance Tranche” in the amount of USD84,000,000) and USD108,000,000 to Hongs Smart Limited and Yapjianhuei Smart Limited (with each “Annual Performance Tranche” in the amount of USD36,000,000), respectively.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The consolidated financial statements include all accounts of the Company and its wholly owned subsidiary (collectively, the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
No consolidated statements of cash flows is presented as the Company does not have any cash flows during the period from incorporation (December 4, 2025) to September 2, 2026.
Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
| F-6 |
Risk and Uncertainty
Significant Risks
Currency Risk
The Company’s operating activities are transacted in Renminbi (“RMB”). There is no foreign exchange risk arises from future commercial transactions, and recognized assets and liabilities for the period from incorporation (December 4, 2025) to September 2, 2026.
Credit Risk
The Company adopted ASC 326. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of amounts due from related parties. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.
The exposure to credit risk, which will cause a financial loss to us due to failure to discharge an obligation by the counterparties, relates primarily to our amounts due from related parties. The Company considers the maximum exposure to credit risk equals to the carrying amount of these financial assets in the consolidated balance sheets.
The Company has adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. The credit exposure is controlled by counterparty limits that are reviewed and approved by the senior management of the Company periodically. The management team periodically evaluates the creditworthiness of the existing customers in determining an allowance for expected credit loss primarily based on many factors, including the age of the balance, customer’s historical payment history, its current creditworthiness and current or future economic trends.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 30 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
Use of Estimates
The preparation of the audited consolidated financial statements in conformity with accounting principles generally accepted in U.S. GAAP and applicable rules and regulations of the SEC, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by management, include, but are not limited to, the expected credit loss provision and contingencies. Actual results could differ from those estimates. The Company evaluates these estimates on an ongoing basis and revises estimates as circumstances change. The Company bases its estimates on historical experience, anticipated results, trends, and other various assumptions that it believes are reasonable.
Foreign currency translation and transaction and Convenience translation
The Company’s reporting currency is the United States dollars (“USD”). The Company’s operations are principally conducted in Mainland China where RMB is the functional currency.
Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations and comprehensive loss.
The exchanges rates used for translation from RMB to USD was 0.1488. This rate was used to translate Company’s balance sheets and income statement items for the period from incorporation (December 4, 2025) to September 2, 2026.
| F-7 |
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as amounts due from related parties and amount due to a related party approximate their fair values because of the short maturity of these instruments and market rates of interest.
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 — Quoted prices in active markets for identical assets and liabilities.
Level 2 — Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of amounts due from related parties and amount due to a related party approximate the fair value of the respective assets and liabilities as of September 2, 2026 due to their short-term nature.
Measurement of credit losses on financial instruments
Effective April 1, 2019, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments.” This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.
General and administrative expenses
General and administrative expenses mainly consist of administrative staff cost and patent fees.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
We believe there were no uncertain tax positions as of September 2, 2026. We do not expect that our assessment regarding unrecognized tax positions will materially change over the next 12 months. We are not currently under examination by an income tax authority, nor has been notified that an examination is contemplated.
| F-8 |
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Recently Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in this ASU are intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. For interim and annual reporting periods, an entity shall disaggregate, in a tabular format disclosure in the notes to financial statements, all relevant expense captions presented on the face of the income statement in continuing operations into the purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements We are currently evaluating the impact the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.
In December 2024, the FASB issued ASU 2024-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2024-09”) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.
In January 2025, the Financial Accounting Standards Board (“FASB”) updated 2025-01: Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. Public business entities must adopt the guidance in Update 2024-03 for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The update clarifies that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact the updated guidance will have on its combined financial statements and disclosures.
In March 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810)” (“ASU 2025-03”). The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity (VIE) that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update differ from current GAAP because, for certain transactions, they replace the requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. The amendments in this Update enhance the comparability of financial statements across entities engaging in acquisition transactions effected primarily by exchanging equity interests when the legal acquiree meets the definition of a business. Specifically, under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments in this Update do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. Management is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.
| F-9 |
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard introduces a practical expedient that companies can choose to apply when determining allowances for credit losses. Specifically, it permits companies to assume that the current conditions as of the balance sheet remain unchanged throughout the remaining life of the asset. The amendment is effective for annual reporting periods beginning after December 15, 2025, and requires prospective application. The Group is assessing the impact of adoption of the ASU on the consolidated financial statements. The Group does not expect the adoption of the ASU to have a material impact on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update improves U.S. GAAP by establishing authoritative guidance on the accounting for government grants received by business entities. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the application of interim reporting guidance and improves the organization’s required interim disclosures. The standard is effective for interim reporting periods beginning after December 15, 2027 for public business entities. Early adoption is permitted. The Company is evaluating the effect of adopting ASU 2025-11.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated balance sheets and statements of operations and comprehensive income.
3. Accrued Expenses
Components of accrued expenses are as follows as of September 2, 2026 :
As of | ||||
| September 2, 2026 | ||||
| USD | ||||
| Accruals for operating expenses | 8,529 | |||
| Accrued payroll | 26,796 | |||
| Total | 35,325 | |||
4. Income Taxes
British Virgin Islands
Pursuant to the current rules and regulations, the British Virgin Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the British Virgin Islands.
The People’s Republic of China (“PRC”)
Generally, under the Enterprise Income Tax (“EIT”) Law of PRC, PRC enterprises are subject to a uniform 25% enterprise income tax rate, while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis.
| F-10 |
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income.
On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HKD2 million of estimated assessable profits of the qualifying group entity will be taxed at 8.25%, and estimated assessable profits above HKD2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
Hong Kong profits tax has been provided in accordance with the two-tiered profits tax regime on the estimated assessable profits arising in Hong Kong during the period from incorporation (December 4, 2025) to September 2, 2026.
No provision has been made for Hong Kong Profits Tax in the financial statements as the Group did not have estimated assessable profits arising in Hong Kong for the period from incorporation (December 4, 2025) to September 2, 2026.
Incorporation (December 4, 2025) to September 2, 2026 | ||||
| USD | ||||
| Loss before income taxes | (35,325 | ) | ||
| Hong Kong Income Tax rate | 16.5 | % | ||
| Income taxes computed at Hong Kong Income Tax rate | (5,829 | ) | ||
| Reconciling items: | ||||
| Tax effect of non-deductible expenditure | 5,829 | |||
| Income tax expense | - | |||
5. Related Party Transactions
(a) Amounts due from related parties
As of September 2, 2026, the balances due from related parties were as follows:
As of | ||||
| September 2, 2026 | ||||
| USD | ||||
| Due from shareholders | ||||
| Hongs Smart Limited (1) | 35,000 | |||
| Yapjianhuei Smart Limited(1) | 15,000 | |||
| 50,000 | ||||
| (1) | The amounts were unsecured, interest-free and repayable on demand. |
| F-11 |
6. Commitments and Contingencies
Commitments
As of September 2, 2026, the Company did not have any significant capital and other commitments.
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of September 2, 2026 and through the issuance date of these consolidated financial statements.
7. Shareholders’ Equity
As discussed in the Note 1 to the consolidated financial statements, the ordinary shares issuance and outstanding are summarized below.
| Date | Events | Number of shares | Par value | Amount | ||||||||||
| December 4, 2025 | Share issued upon incorporation | 50,000 | 1 | 50,000 | ||||||||||
| Ordinary Shares issued and outstanding as of September 2, 2026 | 50,000 | 50,000 | ||||||||||||
8. Subsequent Events
Subsequent to September 2, 2026, the Company completed a business combination with PMA, through which it acquired an intangible asset of developed technology. Based on the preliminary purchase price allocation prepared by an independent professional valuer engaged by PMA’s management, the carrying amount of the acquired intangible asset has been determined to be approximately USD370 million.
Except as disclosed above, the Company has evaluated all events subsequent to September 2, 2026 through the date these consolidated financial statements were available to be issued and, other than those described herein, has determined that there are no other material subsequent events requiring disclosure in these consolidated financial statements.
| F-12 |
Exhibit 99.2
PMA Graphene Technology Group Inc. and subsidiaries
Unaudited Pro Forma Condensed Combined Financial Information
Introduction
As previously disclosed in its Current Report on Form 6-K furnished with the Securities and Exchange Commission (“SEC”) on September 2, 2026, PMA Graphene Technology Group Inc. (“PMA” or “the Company”) (formerly known as Ming Shing Group Holdings Limited) completed an acquisition, as discussed below.
Acquisition of Meals Through Seasons Limited (“MTS Acquisition”)
On September 2, 2026, the Company completed the acquisition of the entire issued share capital of Meals Through Seasons Limited (“MTS”), pursuant to a stock purchase agreement (the “SPA”) with Hongs Smart Limited and Yapjianhuei Smart Limited (collectively the “Sellers”).
The MTS holds the entire issued share capital of Meals Though Seasons HK Limited (“MTHK”), a private company limited by shares incorporated in Hong Kong. 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 MTS, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.
On September 2, 2026, the transaction closed. In connection with the closing, the NPA was entered into as of September 2, 2026, the entire issued share capital of MTS was transferred to the Company and the Company issued (i) 105,000,000 and 45,000,000 Class A Ordinary Shares to Hongs Smart Limited and Yapjianhuei Smart Limited, respectively; and (ii) unsecured convertible promissory notes pursuant to the NPA in the original principal amount of US$252,000,000 (with each “Annual Performance Tranche” in the amount of US$84,000,000) and US$108,000,000 to Hongs Smart Limited and Yapjianhuei Smart Limited (with each “Annual Performance Tranche” in the amount of US$36,000,000), respectively. See below for discussion of “Annual Performance Tranches.”
The Notes bear no ordinary interest and no interest payments are due. The Notes have no fixed maturity date and remain outstanding unless and until converted in full, redeemed pursuant to an express provision of the Notes, repurchased by the Company and cancelled, or otherwise cancelled by written agreement of the parties. The Notes are not subject to any scheduled amortization, sinking fund, or mandatory redemption by reason only of the passage of time, and the Company has no obligation to repay the principal on any fixed date. The Company may not redeem, repurchase, or otherwise retire the Notes without the prior written consent of the holder, except as required by applicable law or regulation. The Notes constitute senior direct, unsecured, unsubordinated obligations of the Company and rank pari passu with all present and future unsecured and unsubordinated obligations of the Company, except as obligations may be preferred by laws of general application.
The aggregate principal amount of the Notes is divided into three equal annual performance tranches of US$120,000,000 each (each, an “Annual Performance Tranche”), corresponding to three successive financial years (each, a “Performance Year”) covered by a financial forecast (the “Financial Forecast”) provided by the Holding Company and MTS and attached as an exhibit to the NPA.
Each Annual Performance Tranche becomes eligible for conversion only if the actual consolidated net profit after tax (“NPAT”) of the Holding Company for the corresponding Performance Year equals or exceeds 50% of the forecast NPAT set forth in the Financial Forecast for that Performance Year (the “Minimum Forecast Threshold”). The Company, in its sole discretion, determines whether the Minimum Forecast Threshold has been satisfied based on audited financial statements or other financial information reasonably satisfactory to the Company. Upon such determination, the Company delivers a Conversion Eligibility Notice, and the relevant Annual Performance Tranche becomes eligible for conversion on the date of such notice.
If the Company does not determine that the applicable Minimum Forecast Threshold has been satisfied, the relevant Annual Performance Tranche remains outstanding but is not convertible. Satisfaction of the Minimum Forecast Threshold for any subsequent Performance Year does not render convertible any Annual Performance Tranche relating to a prior Performance Year that failed to satisfy the applicable threshold.
Each Annual Performance Tranche is assessed separately and solely by reference to the corresponding Performance Year, and the Minimum Forecast Threshold is tested solely by reference to NPAT.
Subject to satisfaction of the applicable Minimum Forecast Threshold and the limitations described below, the Notes are convertible into Class A Ordinary Shares at a fixed conversion price of $1.00 per share. The conversion price is subject to customary anti-dilution adjustments for stock dividends, stock splits, reverse stock splits, and reclassifications.
No conversion may occur if, immediately after giving effect to such conversion, the holder together with its affiliates would hold voting rights exceeding 24% of the total voting rights of the Company’s outstanding capital shares on a fully diluted basis (the “Voting Rights Limitation”). If any requested conversion would result in the issuance of shares that would cause the holder and its affiliates to exceed this limitation, such conversion is automatically reduced to the maximum principal amount that may be converted without breaching the Voting Rights Limitation, and the excess principal remains outstanding and convertible in accordance with the terms of the Notes.
The foregoing discussion of the terms of the NPA and the Notes is qualified in its entirety by reference to the form of the NPA and the form of the Notes, which are attached as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 6-K furnished with the SEC on September 2, 2026.
The acquisition of MTS was deemed significant under Rule 3-05 and the following separate financial statements for PMA are included elsewhere in this Report:
| ● | Audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026 |
The audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026 have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).
Unaudited Pro Forma Condensed Combined Financial Information
The accompanying unaudited pro forma condensed combined financial information is based on the historical financial statements and accounting records of the Company after giving effect to the SPA through the related pro forma adjustments. Further details about the SPA, along with key assumptions and estimates underlying the unaudited pro forma adjustments are described in the Notes to Unaudited Pro Forma Condensed Combined Financial Information (the “Pro Forma Notes”). The unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with, the following historical consolidated financial statements and the related footnotes to such financial statements:
| ● | Historical Audited consolidated financial statements of PMA Graphene Technology Group Inc. (formerly known as Ming Shing Group Holdings Limited) and its subsidiaries as of, and for the years ended March 31, 2026, 2025 and 2024, as included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on August 17, 2026; | |
| ● | Historical Audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026, included elsewhere in this Report; |
The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2026, combined the historical audited consolidated balance sheets of the Company as of March 31, 2026 and the historical audited consolidated balance sheets of MTS as of September 2, 2026, giving effect to the SPA, as if the transaction had occurred on March 31, 2026. MTS was incorporated in the British Virgin Islands on December 4, 2025 and started its operation after March 31, 2026. As a result, no financial information of MTS is available for the year ended March 31, 2026. The Company has not presented an unaudited pro forma condensed combined statement of operations for the year ended March 31, 2026, as management believes the transaction would have had no impact on the Company’s results of operations for that period.
The accompanying pro forma adjustments are based on preliminary estimates that have been made solely for the purpose of providing unaudited pro forma condensed combined financial information prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that the Company and MTS would have achieved had the companies been combined during the periods presented herein.
The Company has prepared the following unaudited pro forma condensed combined financial information pursuant to the requirements of Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. The unaudited pro forma condensed combined financial information is presented to illustrate the transaction accounting adjustments related to the SPA. The unaudited pro forma condensed combined financial information is not intended to project the future results of operations that the combined company may achieve after the SPA and does not reflect any adjustments for post-closing integration costs, or any potential cost savings or revenue enhancement synergies that may be realized as a result of the SPA.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026 | As of September 2, 2026 | As of March 31, 2026 | ||||||||||||||
| PMA | MTS | Transaction Accounting | Pro Forma | |||||||||||||
| Historical | Historical | Adjustments | Combined | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | 1,647,804 | - | - | 1,647,804 | ||||||||||||
| Accounts receivable, net | 834,583 | - | - | 834,583 | ||||||||||||
| Contract assets | 1,691,118 | - | - | 1,691,118 | ||||||||||||
| Deposits, prepayments and other assets | 61,685 | - | - | 61,685 | ||||||||||||
| Amounts due from related parties | - | 50,000 | - | 50,000 | ||||||||||||
| Total current assets | 4,235,190 | 50,000 | - | 4,285,190 | ||||||||||||
| Non-current assets | ||||||||||||||||
| Property and equipment, net | 1,055,223 | - | - | 1,055,223 | ||||||||||||
| Intangible assets | - | - | 369,902,581 | (A) | 369,902,581 | |||||||||||
| Goodwill | - | - | 51,429,897 | (B) | 51,429,897 | |||||||||||
| Finance lease right-of-use assets, net | 84,200 | - | - | 84,200 | ||||||||||||
| Operating lease right-of-use assets, net | 40,880 | - | - | 40,880 | ||||||||||||
| Life insurance policy, cash surrender value | 173,563 | - | - | 173,563 | ||||||||||||
| Deferred tax assets | 276,696 | - | - | 276,696 | ||||||||||||
| Deposits, prepayments and other assets | 8,957 | - | - | 8,957 | ||||||||||||
| Total non-current assets | 1,639,519 | - | 421,332,478 | 422,971,997 | ||||||||||||
| Total assets | 5,874,709 | 50,000 | 421,332,478 | 427,257,187 | ||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | 1,048,408 | - | - | 1,048,408 | ||||||||||||
| Bank and other borrowings | 2,415,763 | - | - | 2,415,763 | ||||||||||||
| Finance lease liabilities, current portion | 48,345 | - | - | 48,345 | ||||||||||||
| Operating lease liabilities, current portion | 34,892 | - | - | 34,892 | ||||||||||||
| Accrued expenses and other current liabilities | 373,845 | 35,325 | - | 409,170 | ||||||||||||
| Amounts due to related parties | 1,230,990 | - | - | 1,230,990 | ||||||||||||
| Income tax payable | 835,184 | - | - | 835,184 | ||||||||||||
| Total current liabilities | 5,987,427 | 35,325 | - | 6,022,752 | ||||||||||||
| Non-current liabilities | ||||||||||||||||
| Bank and other borrowings | 4,661,060 | - | - | 4,661,060 | ||||||||||||
| Conversion option liability on convertible notes payable | - | - | 229,347,153 | (C) | 229,347,153 | |||||||||||
| Operating lease liabilities, net of current portion | 5,988 | - | - | 5,988 | ||||||||||||
| Total non-current liabilities | 4,667,048 | - | 229,347,153 | 234,014,201 | ||||||||||||
| Total liabilities | 10,654,475 | 35,325 | 229,347,153 | 240,036,953 | ||||||||||||
| Shareholders’ (deficit) equity | ||||||||||||||||
| Ordinary shares, 100,000,000 shares authorized; USD0.0005 par value, 12,975,000 shares issued and outstanding, as of March 31, 2026 | 6,488 | 50,000 | 25,000 | (D) | 81,488 | |||||||||||
| Additional paid in capital | 6,819,954 | - | 191,925,000 | 198,744,954 | ||||||||||||
| Accumulated deficit | (11,606,208 | ) | (35,325 | ) | 35,325 | (E) | (11,606,208 | ) | ||||||||
| Total shareholders’ (deficit) equity | (4,779,766 | ) | 14,675 | 191,985,325 | 187,220,234 | |||||||||||
| Total liabilities and shareholders’(deficit) equity | 5,874,709 | 50,000 | 421,332,478 | 427,257,187 | ||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
Note 1 — Basis of Presentation
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The Company accounted for the MTS Acquisition using the acquisition method of accounting under ASC 805. The acquisition method of accounting requires that the purchase price of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill.
The Company’s preliminary estimates of the fair values of the net assets acquired are based on information available as of the respective acquisition date of the MTS Acquisition. The Company is continuing to evaluate the underlying inputs and assumptions used in determining these fair values. Accordingly, the preliminary estimates are subject to change during the measurement period, which extends up to one year from each acquisition date. Adjustments to the preliminary fair values of assets acquired or liabilities assumed during the measurement period may result in corresponding adjustments to goodwill. Specifically, a decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed would result in an increase in the amount of goodwill recognized.
Acquisition-related transaction costs incurred by the Company were expensed as incurred in the periods in which the related services were received.
Note 2 — Preliminary purchase price allocation
Under the acquisition method of accounting, MTS’s identifiable assets acquired and liabilities assumed by the Company have been recorded at the acquisition date fair values and added to those of the Company. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the MTS Acquisition. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below.
The following preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet.
| USD | ||||
| Consideration (1) | ||||
| Consideration shares | 192,000,000 | |||
| Conversion option liability on convertible notes payable | 229,347,153 | |||
| 421,347,153 | ||||
| Identifiable assets acquired and liabilities assumed: | ||||
| Intangible assets (2) | 369,902,581 | |||
| Goodwill | 51,429,897 | |||
| Amounts due from related parties | 50,000 | |||
| Accrued expenses | (35,325 | ) | ||
| Total identifiable assets acquired and liabilities assumed | 421,347,153 | |||
| (1) | The consideration for the MTS Acquisition was USD421,347,153. The consideration comprises (i) 150,000,000 Class A ordinary shares of the Company, par value USD0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of USD1.00 per share, representing an aggregate value of USD192,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of USD360,000,000 (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. |
| (2) | Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following: |
Preliminary Fair Value | Estimated Useful Life | |||||||
| USD | ||||||||
| Preliminary fair value of intangible assets acquired: | ||||||||
| Developed Technology | 369,902,581 | 10 years | ||||||
Note 3 — Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026
The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 are as follows:
| (A) | Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 2 above for additional information on the acquired intangible assets expected to be recognized. |
| (B) | Preliminary goodwill adjustment of USD51,429,897 which represents the excess of the estimated purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed. |
| (C) | Reflects the conversion option liability on convertible promissory notes of USD229,347,153 issued by the Company as the consideration of the MTS Acquisition based on the preliminary purchase price allocation prepared by an independent professional valuer. |
| (D) | Reflects the 150,000,000 Class A ordinary shares issued by the Company as the consideration of the MTS Acquisition of USD192,000,000, calculated as the number of Class A ordinary shares issued multiplied by the closing price of the Company’s ordinary shares on September 2, 2026 of USD1.28, and the adjustment to eliminate MTS’s ordinary shares. |
| (E) | Represents adjustment to eliminate MTS’s historical deficit of USD35,325. |