false
0001892292
0001892292
2025-09-08
2025-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 8, 2025
Maison Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41720 |
|
84-2498787 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 127 N Garfield Ave, Monterey Park, CA 91754 |
|
91754 |
| (Address of principal executive offices) |
|
(Zip Code) |
(626) 737-5888
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
|
MSS |
|
The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
On September 8, 2025, our subsidiaries Lee Lee
Oriental Supermart, LLC (“Lee Lee”) and AZLL LLC (“AZLL”) closed a Business Loan Agreement (the “Agreement”)
with Royal Business Bank (“RBB”) which provided secured financing in the principal amount of $5,250,000. The loan from RBB
is further documented by a Promissory Note (the “Note”). The Note bears interest at a rate of 7.5% per year and requires monthly
payments of principal and interest in the amount of $91,039.77, with a final ballon payment in the amount of $1,139,916.57 due at maturity
on September 5, 2030. The Note is secured by a substantially all assets of Lee Lee under the terms of a Commercial Security Agreement
(the “Security Agreement”) and is personally guaranteed by our CEO, John Xu, and his spouse, Grace Xu. In addition, Mr. Xu
has pledged certain real property as collateral security for his guaranty of the loan.
AZLL, our wholly owned subsidiary, owns 100% of
the equity interests in Lee Lee, which owns and operates a three-store supermarket chain operating under the name Lee Lee International
Supermarkets in the greater Phoenix and Tucson, Arizona metro areas. AZLL acquired 100% of the equity interests in Lee Lee on April 8,
2024 for an aggregate purchase price of approximately $22.2 million, consisting of $7.0 million in cash paid at closing and
a Secured Note with an original principal amount of approximately $15.2 million pursuant to a Senior Secured Note Agreement. The
Senior Secured Note Agreement was amended on October 21, 2024 and further modified on March 12, 2025. The proceeds of loan from RBB were
used to retire the remaining secured debt owing under the original Senior Secured Note Agreement.
The Agreement, the Note, and Security Agreement,
which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference, should be reviewed for
additional information.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Business Loan Agreement |
| 10.2 |
|
Promissory Note |
| 10.3 |
|
Commercial Security Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Maison Solutions Inc. |
| |
|
|
| Date: September 10, 2025 |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
2
