Maison Solutions Completes Asset Acquisition

TL;DR

Maison Solutions bought assets from 07 Trade & Services, took on debt. Details TBD.

AI Summary

Maison Solutions Inc. announced on April 4, 2024, the completion of its acquisition of certain assets from 07 Trade & Services. The company also entered into a material definitive agreement related to this transaction, which involved a direct financial obligation. The filing does not specify the dollar amounts involved in the acquisition or the financial obligation.

Why It Matters

This acquisition could expand Maison Solutions' market presence or product offerings within the retail grocery sector. The details of the financial obligation will impact the company's balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — The acquisition and associated financial obligation introduce financial risk and integration challenges, with specific details on the financial impact not yet fully disclosed.

Key Players & Entities

• Maison Solutions Inc. (company) — Registrant
• 07 Trade & Services (company) — Seller of acquired assets
• April 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 127 N Garfield Ave, Monterey Park, California 91754 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share MSS The Nasdaq
• $22.2 m — gregate purchase price of approximately $22.2 million, subject to certain adjustments a
• $7.0 million — Purchase Agreement, consisting of: (i) $7.0 million in cash paid immediately at the closing
• $15.2 m — ginal principal amount of approximately $15.2 million, subject to certain adjustments a
• $2.5 million — of the Secured Note is as follows: (i) $2.5 million due and immediately payable on each of
• $1.5 million — h of May 8, 2024 and June 8, 2024; (ii) $1.5 million due and immediately payable on each of
• $1.0 million — ber 8, 2024 and November 8, 2024; (iii) $1.0 million due and immediately payable on December
• $4.7 million — ecember 8, 2024; and (iv) approximately $4.7 million due and immediately payable on February

Filing Documents

• ea0203641-8k_maison.htm (8-K) — 42KB
• ea020364101ex10-1_maison.htm (EX-10.1) — 425KB
• ea020364101ex99-1_maison.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-031894.txt ( ) — 744KB
• mss-20240404.xsd (EX-101.SCH) — 3KB
• mss-20240404_lab.xml (EX-101.LAB) — 33KB
• mss-20240404_pre.xml (EX-101.PRE) — 22KB
• ea0203641-8k_maison_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Stock Purchase Agreement On April 4, 2024, AZLL, LLC ("Purchaser" or "AZLL"), an Arizona limited liability company and a wholly-owned subsidiary of Maison Solutions Inc. (the "Company"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Meng Truong ("Meng Truong") and Paulina Truong ("Paulina Truong" and, together with Meng Truong, the "Sellers"), pursuant to which Purchaser purchased 100% of the outstanding equity interests in Lee Lee Oriental Supermart, Inc. d/b/a Lee Lee Oriental Supermarket, Lee Lee International Supermarkets or Lee Lee ("Lee Lee") from the Sellers (the "Transaction"). Pursuant to the Purchase Agreement, Purchaser agreed to pay to the Sellers an aggregate purchase price of approximately $22.2 million, subject to certain adjustments as set forth in the Purchase Agreement, consisting of: (i) $7.0 million in cash paid immediately at the closing of the Transaction, and (ii) a senior secured note agreement with an original principal amount of approximately $15.2 million, subject to certain adjustments as set forth therein and further described below. In addition, the Purchase Agreement contained customary representations and warranties, and indemnification, non-competition, non-solicitation and confidentiality provisions. The Transaction closed on April 8, 2024. The Board of Directors of the Company approved the Purchase Agreement and the transactions contemplated thereby on March 27, 2024. The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Senior Secured Note Agreement On April 8, 2024, pursuant to the Purchase Agreement, Lee Lee and AZLL entered into a senior secured note agr

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On April 10, 2024, the Company issued a press release announcing the acquisition of Lee Lee. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 10.1* Stock Purchase Agreement, dated April 4, 2024, by and among AZLL, LLC, Meng Truong and Paulina Truong. 10.2 Form of Senior Secured Note Agreement (included as Exhibit B to the Stock Purchase Agreement filed as Exhibit 10.1 hereto). 10.3 Form of Security Agreement (included as Exhibit E to the Stock Purchase Agreement filed as Exhibit 10.1 hereto). 10.4 Form of Xu Guarantee Agreement (included as Exhibit F to the Stock Purchase Agreement filed as Exhibit 10.1 hereto). 10.5 Form of Purchaser Guarantee Agreement (included as Exhibit G to the Stock Purchase Agreement filed as Exhibit 10.1 hereto). 99.1 Press Release dated April 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission. 3

SIGNATURES

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 hereunto duly authorized. Date: April 10, 2024 MAISON SOLUTIONS INC. By: /s/ John Xu John Xu Chief Executive Officer, Chairman and President 4

View Full Filing

View this 8-K filing on SEC EDGAR