Maison Solutions Inc. SEC Filings

Maison Solutions, Inc. (MSS) reported a material event on Form 8-K that documents new financing and related agreements. The filing attaches a Securities Purchase Agreement, a Senior Secured Convertible Promissory Note, a Pledge and Security Agreement, and a Registration Rights Agreement, and includes a press release and the interactive cover page file. The agreements indicate the company has arranged secured convertible financing and has contractual registration rights for the securities issued. The filing is signed by John Xu, Chief Executive Officer.

Maison Solutions Inc. reported a quarterly net loss and continuing restructuring after acquisitions and store changes. The company completed the acquisition of Lee Lee for approximately $22.2 million, funded by $7.0 million cash and a senior secured promissory note of about $15.2 million. Maison owns majority or full interests in several supermarket entities and closed the Maison El Monte store in June 2025 as a profitability decision. The company recorded an $848,493 impairment charge related to its 49% investment in HKGF Market of Arcadia due to planned closure of that location. Goodwill of $14.9 million (including $12.66 million from Lee Lee) was tested and not impaired. The company reported a derivative liability remeasurement gain of $309,904 and sold software licenses for $2.6 million. Cash balances exceeding FDIC insurance were $373,137 as of July 31, 2025. Maison reported convertible debt and other note arrangements, and management concluded a full valuation allowance exists on deferred tax assets due to uncertainty about realization.

Maison Solutions Inc. amends its S-1 registration statement related to a resale offering by a selling stockholder and updates corporate disclosures. The prospectus highlights a strategic partnership exploration with JD.com for multi-channel retail reach and confirms its Class A common stock trades on Nasdaq under the symbol MSS. The filing discloses potential dilution from convertible promissory notes with fluctuating conversion rates, a recent increase in authorized Class A shares that could permit substantial future issuances, and that the Company will not receive proceeds from the selling stockholder's resales. The selling stockholder may sell shares below market price, and the shares offered represent a substantial percentage of outstanding Class A stock (17,450,476 shares outstanding is disclosed). The document also lists numerous material risks including Nasdaq continued listing risk, related-party transactions, debt and lease obligations, supply-chain and food-safety exposures, and concentrated store geography. The filing identifies legal, accounting and registration exhibits and incorporates prior SEC filings by reference.

Maison Solutions Inc. amended its annual report and discloses capital structure, related-party transactions, certain payables, ownership concentrations and auditor fees. The company reports 17,450,476 Class A shares outstanding and 2,240,000 Class B shares outstanding. Major holders include Stratton Arms Holding, LLC (beneficially owning 3,200,000 Class A shares) and indirect holdings that result in single-party control: John Xu is identified as sole owner of entities holding substantial shares and as the company’s Chairman, President and CEO.

The filing details related-party balances and transactions: repayments to John Xu of $174,594 (repaid October 20, 2022), an amended acquisition of GF Supermarket for a purchase price increased from $1.5 million to $2.5 million (paid in October 2023), outstanding payables to John Xu of $222,049 as of January 31, 2025, an outstanding payable of $250,000 to New Victory Foods, and a payable of $440,166 to Hong Kong Supermarket of Monterey Park, Ltd. The filing also discloses related-party sales and purchases with affiliated supermarket entities and aggregate auditor fees including $20,600 and $17,800 listed as audit-related fees.

Maison Solutions Inc. filed an 8-K reporting that it has attached two amendments to existing employment agreements: one with John Xu, who serves as Chief Executive Officer, Chairman and President, and one with Alexandria Lopez. Both amendments are dated August 28, 2025 and are filed as exhibits to the report. The filing identifies the company’s class A common stock trading under the symbol MSS on The Nasdaq Stock Market and lists the exhibit numbers for the two agreement amendments.

Maison Solutions Inc. operates seven Asian-focused supermarkets and is expanding a center-satellite retail model supported by a vertical supply chain and a digital partnership with JD.com. The company acquired Lee Lee International Supermarkets for approximately $22.2 million (including $7.0 million cash and a $15.2 million senior secured note), expanding operations from California into Arizona. It reported that perishable categories accounted for about 50% of net revenue in fiscal 2025 (54% in 2024), while non-perishables were 48.4% in 2025 with average markup near 35%. The company had ~378 employees, payroll of $15.0 million in 2025 (vs. $7.4 million in 2024), and completed >3.8 million annual transactions in FY2025. It holds a 10% interest in wholesale supplier Dai Cheong and a 10% stake in the Alhambra store with plans to acquire remaining interests. The filing discloses related party transactions, a store closure (Maison El Monte closed June 2025), CEO John Xu's substantial control, a market value of common stock held by non-affiliates of approximately $3,415,028 as of Oct 31, 2024, and same-day delivery capability within five miles for orders placed before noon.

On August 13, 2025, Maison Solutions Inc. reported that its Audit Committee, after discussions with management and independent auditor Kreit & Chiu CPA LLP, concluded certain previously issued financial statements should no longer be relied upon due to accounting errors under US GAAP. The company restated the impacted financial statements for the period and disclosed the effects in its 2025 annual report.

The Restatement increased the reported cash balance by $2,074,298 related to the April 2024 acquisition of Lee Lee Oriental Supermart, Inc., and decreased goodwill by the same amount. The company says the correction relates solely to cash accounting in the consolidated balance sheets and cash flow statements as of April 30, 2024, and does not affect reported loss from operations, non-GAAP metrics, financial-covenant compliance, or incentive compensation. Management and the Audit Committee concluded the misstatements were unintentional.