Maase Inc. Expands into Ginseng & Bird-Nest Biotech with Carve Group Buyout

Rhea-AI Filing Summary

Maase Inc. (NASDAQ: MAAS) disclosed a Transaction Agreement (Exhibit 10.1) dated 28 July 2025 to acquire 100% of Carve Group Ltd. The purchase price is 195,894,609 Class A shares of MAAS valued at US$1.50 each, implying consideration of roughly US$293.8 million. Closing is targeted for Q3 2025 and is subject to customary conditions.

Prior to closing, the sellers will complete a reorganization that will place two operating businesses under the target: Zhongshen Resources, which controls 111 mu of ginseng-rich forest land containing 19,000+ 40-year-old wild roots, and Glyken Bird Nest Technology, a biotech producer capable of ~10 tons of bird-nest peptides per year with multiple consumer product lines. Shares issued to Golden Brighter Ltd. and WJ Management Ltd. carry a 5-year lock-up.

The board of MAAS has approved the deal. Upon completion MAAS will own the target outright, expanding into traditional Chinese medicine ingredients and bird-nest biotechnology. The all-stock structure preserves cash but will expand the share count materially.

Positive

• Diversification into high-margin ginseng and bird-nest biotech segments broadens MAAS’s revenue base.
• Cash preservation through all-stock consideration maintains liquidity for future operations.
• Five-year lock-up on a portion of issued shares limits immediate selling pressure.
• Board approval and customary closing structure reduce execution uncertainty.

Negative

• Material share dilution: ~196 m new shares will expand MAAS’s outstanding share count, potentially compressing EPS.
• Lack of financial disclosure for Carve Group impedes assessment of deal accretion.
• Integration risk across agriculture, biotech and consumer packaged goods sectors.
• Closing contingencies could delay or alter transaction terms.

Insights

Financial Analyst

TL;DR: All-stock US$294 m acquisition adds ginseng & bird-nest assets; dilution risk tempers upside.

The issuance of ~196 m new shares for Carve Group equals a material equity outlay without cash usage, strengthening liquidity. Asset mix offers revenue diversification into high-margin TCM and functional food segments. However, absent pro-forma financials, investors cannot gauge accretion. The enlarged float may pressure EPS and voting power. Five-year lock-ups for two sellers reduce immediate overhang, yet integration and regulatory execution in PRC agriculture/food biotech remain key.

Industry Specialist – Traditional Chinese Medicine & Functional Foods

TL;DR: Strategic entry into premium TCM and bird-nest peptide markets could open high-growth niches.

Zhongshen’s old-growth ginseng inventory meets surging demand for rare herbal supplements, commanding premium pricing. Glyken’s vertical chain, SC certification and 10-ton peptide capacity align with China’s health-consumption trend and Belt-and-Road supply security. MAAS gains IP, farms and manufacturing in one stroke. Success hinges on scaling distribution and safeguarding raw-material authenticity, yet long product lifecycles and cultural appeal give the move a potentially accretive strategic edge.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number 001-38813

Maase Inc.

12F, Block B, Longhu Xicheng Tianjie

No. 399 Huazhaobi Xishun Street, Jinniu District, Chengdu

Sichuan Province, People’s Republic of China

Tel: +86-028-86762596

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 ☐

Entry into a Transaction Agreement

On July 28, 2025, Maase Inc. (NASDAQ: MAAS) (“MAAS” or the “Company”), entered into a transaction agreement (the “Transaction Agreement”) with Carve Group Ltd (the “Target Company”), Golden Brighter Limited (“GBL”), WJ Management Limited (“WJM”) and Union Chief Limited (“UCL”), the existing shareholders holding 100% equity securities of the Target Company (collectively the “Sellers”).

Pursuant to the Transaction Agreement, the Company agreed to purchase from the Sellers, 100% of the equity interest of the Target Company, for a consideration of a total of 195,894,609 Class A ordinary shares of a par value of US$0.09 each of the Company (the “Consideration Shares”), at a purchase price of US$1.5 per share of the Consideration Shares. Under the Transaction Agreement, the Sellers undertook to conduct a series of restructuring and reorganization arrangements (the “Reorganization”). Upon completion of such Reorganization and immediately prior to the Closing, Zhongshen Resources Development (Liaoning) Co., Ltd. (“Zhongshen”) and Glyken Bird Nest Technology (Shenzhen) Co., Ltd. (“Glyken”) will be the wholly owned subsidiaries of Shenzhen Hillstar Management Consulting Co., Ltd. (the “WFOE”) and indirectly owned by Target Company. The Consideration Shares of GBL and WJM have a lock-up period of five years. The Transaction Agreement also contained customary representations, warranties and agreements of the Company and the Sellers, as well as customary indemnification rights and obligations of the parties.

The execution and performance of such Transaction Agreement was approved by the board of directors of the Company. The transaction is expected to close in the third quarter of 2025 and is subject to customary closing conditions. Upon Closing, the Company will hold 100% of the equity interest of the Target Company.

Zhongshen owns 111 mu of forest land in Hengren County, Liaoning Province, renowned as China’s hometown of ginseng, containing over 19,000 scarce wild-grown ginseng roots aged over 40 years, prized for their high medicinal value.

Glyken is a bird’s nest biotechnology enterprise founded by GLYKEN Bird’s Nest Group (Singapore). In August 2020, in response to China’s “Belt and Road” initiative, Glyken established the first bird’s nest biotechnology factory in the Guangxi Free Trade Zone. Leveraging its proprietary swiftlet farms in Malaysia, Glyken has built a comprehensive industrial chain and obtained SC food production certification, with Phase 1 producing approximately 10 tons of bird’s nest peptides annually. Its product portfolio features three key lines: anti-aging series (e.g. YanBense, S-Time Repair) for youth preservation; targeted nutrition series (e.g. RunJian, RunGu) for seniors and sub-healthy populations; and innovative applications including flavored beverages (coffee/coconut milk), functional foods (probiotics/collagen), and skincare products (masks/serums).

The Transaction Agreement is filed as Exhibit 10.1 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the Transaction Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

1

EXHIBIT INDEX

Exhibit Number		Description
10.1		Transaction Agreement dated as of July 28, 2025, entered by and made among Maase Inc., Golden Brighter Limited, WJ Management Limited, Union Chief Limited and Carve Group Ltd

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.

	Maase Inc.
Date: July 29, 2025	By:	/s/ Zhou Min
		Name:	Zhou Min
		Title:	Vice-Chairperson of the Board, Chief Executive Officer

3

FAQ

How much is Maase Inc. paying for Carve Group Ltd.?

MAAS will issue 195,894,609 Class A shares priced at US$1.50 each, valuing the deal at about US$293.8 million.

When is the Maase–Carve transaction expected to close?

The company targets third-quarter 2025 completion, subject to customary conditions.

Will existing MAAS shareholders face dilution?

Yes. The all-stock deal will increase the outstanding share count by nearly 196 million, diluting current ownership percentages.

What assets does Zhongshen Resources contribute?

Zhongshen controls 111 mu of forest land in Liaoning with 19,000+ wild ginseng roots over 40 years old.

What is Glyken’s production capacity?

Phase 1 of Glyken’s Guangxi facility produces approximately 10 tons of bird-nest peptides per year.

Are the newly issued shares subject to lock-up restrictions?

Yes. Shares issued to Golden Brighter Ltd. and WJ Management Ltd. are locked up for five years.