Maison Solutions Completes Asset Acquisition

TL;DR

Maison Solutions just bought assets from 07 Trade & Services, creating a new financial obligation. Big move!

AI Summary

Maison Solutions Inc. announced on October 21, 2024, the completion of its acquisition of assets from 07 Trade & Services. This transaction involved the creation of a direct financial obligation for Maison Solutions Inc. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This acquisition signifies a material change in Maison Solutions Inc.'s business operations and financial structure, potentially impacting its market position and future growth.

Risk Assessment

Risk Level: medium — The acquisition involves a new financial obligation, which introduces financial risk and requires careful integration for success.

Key Players & Entities

• Maison Solutions Inc. (company) — Registrant
• 07 Trade & Services (company) — Seller of acquired assets
• October 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share MSS The Nasdaq
• $15.2 m — itial principal amount of approximately $15.2 million, subject to certain adjustments a
• $40,000 — the Company paid a restructuring fee of $40,000 to the Holders. The foregoing summary

Filing Documents

• ea0218636-8k_maison.htm (8-K) — 53KB
• ea021863601ex10-1_maison.htm (EX-10.1) — 35KB
• ea021863601ex10-2_maison.htm (EX-10.2) — 67KB
• ea021863601ex10-3_maison.htm (EX-10.3) — 29KB
• ea021863601ex10-4_maison.htm (EX-10.4) — 17KB
• ea021863601ex10-5_maison.htm (EX-10.5) — 17KB
• 0001213900-24-090815.txt ( ) — 419KB
• mss-20241021.xsd (EX-101.SCH) — 3KB
• mss-20241021_lab.xml (EX-101.LAB) — 33KB
• mss-20241021_pre.xml (EX-101.PRE) — 22KB
• ea0218636-8k_maison_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. First Amendment to Senior Secured Note Agreement On October 21, 2024, Lee Lee, AZLL, the Company and the Holders entered into the First Amendment to Senior Secured Note Agreement (the "First Amendment"), which amends that certain Senior Secured Note Agreement, dated as of April 8, 2024 (as amended, the "Senior Secured Note Agreement"), pursuant to which Lee Lee issued the Holders a secured promissory note (the "Secured Note") for an aggregate initial principal amount of approximately $15.2 million, subject to certain adjustments as set forth therein (the "Principal Amount"). Among other things, the First Amendment amends the Secured Note to (i) reflect the Lee Lee Reorganization, (ii) modify certain cure periods pursuant to an "Event of Default" under the Secured Note, and (iii) include certain covenants and representations with respect to the Lee Lee Reorganization. Additionally, pursuant to the First Amendment, Lee Lee, AZLL and the Company irrevocably waive and forfeit any and all defenses, causes or remedies which may have arisen or may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions of the Secured Note, the Security Agreement (as defined below) and/or otherwise at law taken by the Holders. The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, 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. Second Amendment to Senior Secured Note Agreement On October 21, 2024, following the execution of the First Amendment, Lee Lee, AZLL and the Holders entered into the Second Amendment to the Senior Secured Note Agreement (the "Second Amendment"). Among other things, the Second Amendment: (i) increases the annual interest rate on the outstanding Prin

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. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 First Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Maison Solutions Inc., Meng Truong and Paulina Truong. 10.2 Second Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong. 10.3 First Amendment to Security Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong. 10.4 First Amendment to AZLL Guarantee Agreement, dated October 21, 2024, by AZLL LLC to and for the benefit of Meng Truong and Paulina Truong. 10.5 First Amendment to Xu Guarantee Agreement, dated October 21, 2024, by John Jun Xu and Grace Xu to and for the benefit of Meng Truing and Paulina Truong. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: October 25, 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