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Ming Shing Group Holdings Limited ("Ming Shing" or "the Company"), a Hong Kong-based construction services firm, has issued convertible promissory notes totaling $74 million to two independent third-party entities. The notes were issued on Friday, May 23, 2025, to Unit Meta (NASDAQ:META) AI Tech Limited and Gallant Witness Limited, with each party receiving notes in the principal amount of $37 million.
The notes carry a 6% annual interest rate and have a five-year maturity period from the date of issuance. After the first year, the notes can be converted into ordinary shares of Ming Shing at a conversion price of $3.24 per share, subject to adjustments.
Ming Shing intends to use the net proceeds from the note offering for working capital and general corporate purposes. This financial maneuver is detailed in the Form 6-K filed with the Securities and Exchange Commission, which serves as the basis for this report.
The terms of the notes provide that the conversion price and other conditions are subject to change based on specific circumstances outlined in the agreements. These include scenarios such as share subdivision, combination, reclassification, exchange, or substitution.
The transaction is exempt from registration under the Securities Act of 1933, as amended, and the notes were offered in a private placement to the named entities. The details of the notes are summarized from the full agreements, which are attached as exhibits to the Form 6-K filing.
Ming Shing’s strategic financial decision to issue these convertible promissory notes reflects the Company’s efforts to secure funding for its operations and growth initiatives. The transaction provides the investors with the option to convert their debt into equity, potentially aligning their interests with the long-term success of Ming Shing.
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