Hong Kong-based Ming Shing Group Holdings Limited, a Nasdaq-listed construction company specializing in wet trades, has announced a $483 million deal to acquire 4,250 Bitcoin (BTC) at an average price of $113,638 per BTC.
The transaction, set to close by December 31, 2025, will be financed through convertible promissory notes and stock warrants, not cash. The deal involves two British Virgin Islands-based firms: Winning Mission Group, selling the BTC, and Rich Plenty Investment, which will receive half the transaction value.
Each will get a $241.48 million convertible note (3% interest, 10-year maturity, convertible at $1.20/share) and warrants for 201.23 million shares (exercisable at $1.25/share over 12 years), with a 4.99% ownership cap.
If completed, this would make Ming Shing Hong Kong’s largest corporate Bitcoin holder, surpassing Buyaa Interactive’s 3,350 BTC, and the 16th-largest globally with 5,083 BTC (including prior purchases of 500 BTC in January and 333 BTC each in February and March 2025).
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CEO Wenjin Li cited Bitcoin’s liquidity and potential appreciation as key reasons, aiming to diversify the company’s assets amid financial strain (negative 3.9% profit margin, $5.35 million loss in 2025). The deal could significantly dilute shareholders, with shares potentially rising from 13 million to 415 million (3.1% current ownership) or 939 million (1.4% ownership) if all notes and warrants are exercised, requiring shareholder approval for additional shares.
The stock surged 29% to $2.15 after the announcement but closed at $1.65, up 11.5%, though it’s down 70.5% year-over-year. This move aligns with Hong Kong’s push to become a crypto hub, with recent approvals for Bitcoin and Ether ETFs and the ASPIRe regulatory framework.
The deal’s structure, using convertible notes and warrants, could increase outstanding shares from 13 million to potentially 939 million if fully exercised, diluting existing shareholders’ ownership to as low as 1.4%. This requires shareholder approval, which may face resistance due to the scale of dilution.
While CEO Wenjin Li emphasized Bitcoin’s liquidity, tying up $483 million in a volatile asset may strain cash flow for Ming Shing’s core construction operations, especially given its small $9.6 million market cap. By allocating nearly 50 times its market cap to BTC, Ming Shing is pivoting from its core wet trades business to a crypto-heavy investment strategy.
The move aligns with Hong Kong’s pro-crypto policies (e.g., Bitcoin/Ether ETFs, ASPIRe framework), positioning Ming Shing as a leader in the city’s emerging crypto economy. Holding 5,083 BTC would make it Hong Kong’s largest corporate Bitcoin holder, enhancing its visibility.
The acquisition could attract speculative investors, as seen in the 29% intraday stock surge, though the year-over-year 70.5% decline suggests sustained market skepticism. Ming Shing’s move could inspire other small-cap firms in Hong Kong and beyond to allocate to Bitcoin, especially as institutional adoption grows (e.g., MicroStrategy, Tesla).
Hong Kong’s Securities and Futures Commission may scrutinize the deal due to its size relative to Ming Shing’s market cap and the complex financing structure. Shareholder approval and compliance with Nasdaq listing rules will be critical.
The acquisition of 4,250 BTC represents ~0.02% of Bitcoin’s circulating supply (~19.7 million BTC). While not massive, it could contribute to bullish sentiment, especially if other firms follow suit. Bitcoin’s price would need to nearly double to justify the $113,638 per BTC cost, a risky bet given historical volatility (e.g., 2021 peak of ~$69,000, 2022 low of ~$16,000).
Aligning heavily with crypto may alienate conservative investors or clients in Ming Shing’s construction business, especially if losses mount. Ming Shing joins firms like MicroStrategy and Square in treating Bitcoin as a treasury asset, reflecting a growing view of it as a hedge against inflation or currency devaluation.
The acquisition is a high-stakes gamble to transform Ming Shing’s financial and strategic profile, leveraging Hong Kong’s crypto-friendly environment. It could yield significant returns if Bitcoin’s price rises but risks substantial losses, dilution, and operational strain if the market or execution falters.