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  4. [8-K] Maison Solutions Inc. Reports Material Event

Maison Solutions (NASDAQ: MSS) transfers 91.67% Super HK stake and liabilities

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Maison Solutions Inc. disclosed that it has entered into and closed an Equity Purchase Agreement to sell its 91.67% equity interest in Super HK of El Monte, Inc. to DNL Management Inc. for $1.00.

The buyer acquired the stake on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of Super HK of El Monte, whether known or unknown and whether arising before, on, or after closing. The transaction closed on July 2, 2026, the same day the board approved the agreement.

For economic allocation between the parties, the sale is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026, although legal title transferred on the closing date. The agreement includes customary representations, warranties, and covenants and is filed as an exhibit.

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Insights

Maison Solutions exits a subsidiary for a nominal price while transferring its liabilities.

Maison Solutions sold its 91.67% stake in Super HK of El Monte to DNL Management Inc. for a nominal $1.00. In exchange, the buyer assumed all debts, obligations, and liabilities of the subsidiary on an “as-is, where-is” basis.

This structure suggests the economic value lies largely in shifting current and future obligations rather than receiving cash consideration. The economic effective date of April 30, 2026 means Super HK’s results from that point accrue to the buyer, while legal transfer occurred on July 2, 2026. Overall impact depends on the subsidiary’s size and performance, which are not detailed here.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity interest sold 91.67% of common stock Equity interest in Super HK of El Monte sold to DNL Management
Purchase price $1.00 Consideration for 91.67% equity interest in Super HK of El Monte
Economic effective time 12:01 a.m. PT April 30, 2026 Determines allocation of Super HK economic results between parties
Closing and board approval date July 2, 2026 Date the Equity Purchase Agreement was executed, approved, and closed
Equity Purchase Agreement financial
"entered into an Equity Purchase Agreement (the “Agreement”) with DNL Management Inc."
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
as-is, where-is financial
"the Buyer acquired the Equity Interest on an “as-is, where-is” basis"
Emerging growth company regulatory
"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
disposition of assets financial
"Item 2.01 Completion of Disposition of Assets."
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FAQ

What did Maison Solutions (MSS) disclose in this 8-K filing?
Maison Solutions disclosed that it sold its 91.67% equity interest in Super HK of El Monte, Inc. to DNL Management Inc. for $1.00. The buyer acquired the interest on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of the subsidiary.

What stake in Super HK of El Monte did Maison Solutions sell?
Maison Solutions sold 91.67% of the issued and outstanding common stock of Super HK of El Monte, Inc. This equity interest represented the company’s entire ownership stake in the subsidiary that was subject to the Equity Purchase Agreement with DNL Management Inc.

How much did DNL Management Inc. pay Maison Solutions for the Super HK stake?
DNL Management Inc. agreed to pay $1.00 as the purchase price for Maison Solutions’ 91.67% equity interest in Super HK of El Monte, Inc. The buyer also agreed to assume all debts, obligations, and liabilities of the subsidiary under the agreement.

When did the Super HK of El Monte transaction close for Maison Solutions (MSS)?
The transaction closed on July 2, 2026, simultaneously with the execution of the Equity Purchase Agreement. Maison Solutions’ board of directors approved the agreement on the same date, and legal title to the equity interest transferred at closing.

What is the effective economic date of Maison Solutions’ sale of Super HK of El Monte?
Between the parties, the sale is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026. This effective time governs how the economic results of Super HK of El Monte are allocated, even though legal title transferred at the July 2, 2026 closing.

What liabilities did DNL Management Inc. assume in the Maison Solutions transaction?
Under the agreement, DNL Management Inc. assumed all debts, obligations, and liabilities of Super HK of El Monte, of any kind, whether known or unknown and whether arising before, on, or after closing. The equity interest was acquired on an “as-is, where-is” basis.
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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): July 6, 2026

 

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, California 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 each exchange on which registered
Class A Common Stock, par value $0.0001 per share   MSS   The Nasdaq Stock 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 July 2, 2026, Maison Solutions Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”) with DNL Management Inc., a California corporation (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell all of its 91.67% equity interest (the “Equity Interest”), representing 91.67% of the issued and outstanding shares of common stock, in Super HK of El Monte, Inc., a California corporation (“Super HK of El Monte”), to the Buyer.

 

The purchase price for the Equity Interest is one dollar ($1.00). The transaction contemplated by the Agreement closed on July 2, 2026, simultaneously with the execution of the Agreement. The Agreement was approved by the Company’s Board of Directors on July 2, 2026. Solely as between the Company and the Buyer, the sale of the Equity Interest is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026; such effective time governs the allocation of the economic results of Super HK of El Monte between the parties only and does not alter the date on which legal title transferred.

 

Under the Agreement, the Buyer acquired the Equity Interest on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of Super HK of El Monte of any kind, whether known or unknown and whether arising before, on, or after the closing. The Agreement contains customary representations, warranties, and covenants by both the Company and the Buyer.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.01 Completion of Disposition of Assets.

 

The execution of the Equity Purchase Agreement and the closing of the disposition of the Equity Interest occurred simultaneously. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

   Description
10.1   Equity Purchase Agreement, dated July 2, 2026, by and between Maison Solutions Inc. and DNL Management Inc.*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Schedules and exhibits to the Equity Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

 

1

 

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: July 6, 2026  
   
By: /s/ John Xu  
Name: John Xu  
Title: Chief Executive Officer, Chairman and President  

 

2

 

Source: View Original Filing on SEC EDGAR

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