Welcome to our dedicated page for Maison Solutions SEC filings (Ticker: MSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Maison Solutions Inc. (NASDAQ: MSS) SEC filings page on Stock Titan provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. As a Nasdaq-listed emerging growth company and smaller reporting company, Maison Solutions submits a range of filings that detail its financial performance, capital structure, governance status, and material agreements.
Investors can review quarterly reports on Form 10-Q and annual reports on Form 10-K, which include discussions of net revenues from perishable and non-perishable goods, cost of revenues, gross profit and margins, EBITDA reconciliations, and net income or loss. These reports also describe the company’s specialty grocery operations through HK Good Fortune and Lee Lee International Supermarket stores and its focus on traditional Asian and international food and merchandise.
Maison Solutions’ filings include multiple registration statements on Form S-1 and S-1/A that register shares of Class A common stock issuable upon conversion of senior secured or senior unsecured convertible promissory notes. These documents explain the terms of the notes, such as original issue discounts, interest rates, maturity dates, conversion prices, floor prices, and beneficial ownership limitations, and they describe the company’s status as a “Controlled Company” under Nasdaq rules.
Current reports on Form 8-K provide detail on material events, including entry into Securities Purchase Agreements, issuance of convertible notes, pledge and security agreements, and business loan agreements related to the Lee Lee supermarket operations. Notifications of late filing on Form 12b-25 (NT 10-Q) explain timing of periodic reports when additional preparation time is required.
On Stock Titan, these filings are complemented by AI-powered summaries that highlight key terms, structural features, and potential implications without requiring investors to read every page. Users can quickly see how new convertible note financings, registration statements, or loan agreements may affect Maison Solutions’ capital structure, while still having direct access to the full text of each SEC filing.
Maison Solutions (MSS) stockholders approved major corporate actions by written consent. The approvals include future issuance of up to 340,162,976 shares of Class A Common Stock issuable upon conversion of Senior Secured Convertible Notes, one or more reverse stock splits between 1-for-2 and 1-for-100 to be implemented no later than June 30, 2026, and the issuance of 760,000 Class B shares to Golden Tree USA Inc. for management services.
The Notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 issued for a purchase price of $2,745,000. Notes carry an 8% annual interest rate, an 8.5% original issue discount, and a two‑year maturity. Conversions are priced at the lower of the Nasdaq “Minimum Price” on issuance or 90% of the lowest 10‑day VWAP, subject to a floor of 20% of the Initial Note’s Minimum Price and a 4.99% Beneficial Ownership Limitation (increasable to 9.99% with 61 days’ notice). At least 90% of net proceeds must be used to acquire WLD, SOL, or agreed cryptocurrencies, held in a blocked custodial account as collateral.
The reverse split authority addresses Nasdaq bid‑price compliance (initial period through January 6, 2026). As of this statement, shares outstanding were 22,229,652 Class A and 2,240,000 Class B.
Maison Solutions Inc. entered a financing by issuing a senior unsecured convertible promissory note with principal of $3,000,000 to an existing investor. The note was sold at a purchase price of $2,745,000 and bears interest at 5.25% per year, maturing on October 22, 2027. The company intends to use net proceeds for working capital.
The note is convertible at an initial Fixed Price of $0.78 per share. After the initial registration statement for resale is effective, the conversion price resets monthly to the lower of the then‑effective Fixed Price and 95% of the lowest 10‑day VWAP, subject to a Floor Price of $0.16 per share. A trading‑day mechanic can further reduce the Conversion Price intraday under stated conditions. Upon default, an Alternate Conversion Price applies at the lower of the then‑effective price and 85% of the lowest 10‑day VWAP.
Interest is payable monthly in cash or paid‑in‑kind shares. Conversions are capped by a Beneficial Ownership Limitation of 4.99%, adjustable up to 9.99% with notice. The company may redeem amounts outstanding per the note’s terms, and certain “Amortization Events” trigger required monthly payments.
Maison Solutions (MSS) reported that holders of 80.66% voting power approved three actions by written consent. Stockholders authorized the future issuance of up to 340,162,976 shares of Class A upon conversion of senior secured convertible notes under a September 28, 2025 purchase agreement. They also approved one or more reverse stock splits at ratios from 1-for-2 to 1-for-100, to be implemented no later than June 30, 2026, and approved issuing 760,000 Class B shares to Golden Tree USA Inc. for management services.
The notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 sold for $2,745,000. Terms include an 8.5% original issue discount, 8% annual interest, two-year maturity, and conversion at the lower of Nasdaq “Minimum Price” at issuance or 90% of the lowest 10-day VWAP, subject to a floor at 20% of the Initial Note’s Minimum Price. Conversions are capped by a 4.99% Beneficial Ownership Limitation, increaseable to 9.99% with notice.
At least 90% of net proceeds must be used to acquire specified cryptocurrencies held in a blocked custodial account securing the notes. The reverse split authority follows a Nasdaq minimum bid price deficiency notice dated July 10, 2025.
Maison Solutions Inc. entered into a material financing transaction by completing the initial closing under a Securities Purchase Agreement with an institutional investor. The company issued an initial senior secured convertible promissory note with a principal amount of $3,000,000 for a purchase price of $2,745,000. According to the agreement, approximately 90% of the net proceeds from this note will be used to acquire World Coin (WLD) as a treasury asset on the company’s balance sheet.
The Initial Note bears interest at 8% per year, matures on October 1, 2027, and starts monthly interest payments on November 1, 2025, payable in cash or, subject to conditions, in Class A Common Stock. It is initially convertible at $1.0289 per share with a conversion floor price of $0.2058 per share, and includes a 4.99% Beneficial Ownership Limitation that can be increased to 9.99% with 61 days’ notice. The note contains customary default provisions, an alternate conversion price based on recent trading prices, and allows redemptions at 125% of the outstanding balance in specified default and change of control situations or at the company’s option with advance notice.
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. 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. 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. filed a notice that its Form 10-Q for the period ended July 31, 2025 will be filed late. The company explains it was unable to timely prepare and finalize the financial information needed for a complete report and states that filing on time would have required unreasonable effort or expense. Maison Solutions indicates it expects to submit the quarterly report within the allowed extension period under SEC rules.
Maison Solutions Inc. reported that subsidiaries Lee Lee Oriental Supermart, LLC and AZLL LLC closed a secured business loan with Royal Business Bank for $5,250,000. The promissory note carries a 7.5% annual interest rate, with monthly principal and interest payments of $91,039.77 and a final balloon payment of $1,139,916.57 due at maturity on September 5, 2030. The loan is secured by substantially all assets of Lee Lee and is personally guaranteed by CEO John Xu and his spouse, with additional real property pledged. Proceeds were used to retire remaining secured debt from the approximately $22.2 million acquisition of Lee Lee International Supermarkets completed earlier.
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. 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.