Convertible Promissory Note

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Ming Shing Group Holdings Limited Announces Entering into a Bitcoin Purchase Agreement for the Purchase of 4,250 Bitcoins
Globenewswireยท 2025-08-20 17:48
Core Viewpoint - Ming Shing Group Holdings Limited has announced a significant business development involving the purchase of 4,250 Bitcoins for a total consideration of approximately US$482.96 million, aiming to enhance its asset base and shareholder value [2][8]. Group 1: Bitcoin Purchase Agreement - The Company has entered into a Bitcoin Purchase Agreement with Winning Mission Group Limited for the acquisition of 4,250 Bitcoins at an average price of US$113,638 per Bitcoin, with the transaction expected to close by December 31, 2025 [2]. - The payment will be made through a convertible promissory note and a warrant to purchase Ordinary Shares of the Company [2][3]. Group 2: Assignment Agreement - Concurrently, an Assignment Agreement was established where the Seller assigns 50% of the value of the consideration to Rich Plenty Investment Limited, resulting in the issuance of convertible promissory notes and warrants to both the Seller and the Assignee [3][4]. Group 3: Convertible Promissory Note - The Company will issue a convertible promissory note to both the Seller and the Assignee, each with a principal amount of US$241.48 million, maturing in 120 months with an interest rate of 3% per annum [4][5]. Group 4: Warrant Details - The Company will issue warrants to purchase up to 201,233,958 Ordinary Shares at an exercise price of US$1.25 per share, exercisable for 12 years from the issuance date [6][7]. Group 5: Company Overview - Ming Shing Group Holdings Limited is primarily engaged in wet trades works in Hong Kong, including plastering, tile laying, and marble works, with a mission to become a leading service provider in both Hong Kong and the United States [8].