MSW•MSW•Ming Shing Group to acquire PMA Nano Carbon Tech for US$110 million via unsecured convertible promissory notes convertible at US$0.99 per share, pending Nasdaq approval and expected to close within a month. The target’s graphene-based thermal management tech addresses AI GPU cooling, EVs, healthcare and wearables.
Ming Shing Group entered into a stock purchase agreement to acquire 100% of PMA Nano Carbon Tech for US$110 million, issuing unsecured convertible promissory notes in the same aggregate principal amount. The notes will settle the entire purchase consideration and be issued at the closing of the transaction.
The target owns all shares of PMA Nano Carbon Technology Pte. Ltd. in Singapore, which will serve as the international commercialization platform for graphene-based thermal management solutions. Planned applications include GPU cooling hardware for AI, thermal systems for new energy vehicles, healthcare products and wearable electronics.
The US$110 million of convertible promissory notes are split into tranches of US$66 million, US$24.2 million and US$19.8 million to three sellers, with no fixed maturity and convertible at US$0.99 per share. Conversions are capped so no note holder, with affiliates, exceeds beneficial ownership of 9.99% of outstanding ordinary shares.
Closing of the acquisition and issuance of the notes require Nasdaq approval and satisfaction of customary conditions. The company expects the deal to close within one month of signing but does not guarantee timing or completion.
