Maison Solutions Inc. Reports Material Agreement and Financial Obligations

TL;DR

Maison Solutions Inc. signed a big deal, took on debt, and sold stock on 9/28/25.

AI Summary

Maison Solutions Inc. entered into a material definitive agreement on September 28, 2025. The company also incurred a direct financial obligation and reported unregistered sales of equity securities. The filing details these events and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial and contractual activities for Maison Solutions Inc., potentially impacting its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Maison Solutions Inc. (company) — Registrant
• September 28, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 127 N Garfield Ave, Monterey Park, CA 91754 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MSS The Nasdaq Capital Ma
• $70 million — ") in a total principal amount of up to $70 million. Under the Purchase Agreement, the Comp
• $3,000,000 — initial note in the principal amount of $3,000,000 for a purchase price of $2,745,000 (the
• $2,745,000 — t of $3,000,000 for a purchase price of $2,745,000 (the "Initial Note") upon the satisfact
• $4 million — al aggregate principal amount of either $4 million or $67 million, in each case, subject t
• $67 m — rincipal amount of either $4 million or $67 million, in each case, subject to the sat
• $4.0 million — right to purchase up to an aggregate of $4.0 million in additional Notes. If a Cryptocurrenc
• $67 million — to purchase up to a total aggregate of $67 million in additional Notes. A "Cryptocurrency
• $100 million — ly with the deployment of not less than $100 million in capital in or through the Company or
• $1 m — cipal balance of all Notes is less than $1 million, the Company may, at its option,
• $250,000 — under any other indebtedness exceeding $250,000, and certain final judgements for payme

Filing Documents

• ea0259168-8k_maison.htm (8-K) — 42KB
• ea025916801ex10-1_maison.htm (EX-10.1) — 361KB
• ea025916801ex10-2_maison.htm (EX-10.2) — 305KB
• ea025916801ex10-3_maison.htm (EX-10.3) — 284KB
• ea025916801ex10-4_maison.htm (EX-10.4) — 170KB
• ea025916801ex99-1_maison.htm (EX-99.1) — 12KB
• ex10-3_001.jpg (GRAPHIC) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-092667.txt ( ) — 1646KB
• mss-20250928.xsd (EX-101.SCH) — 3KB
• mss-20250928_lab.xml (EX-101.LAB) — 33KB
• mss-20250928_pre.xml (EX-101.PRE) — 22KB
• ea0259168-8k_maison_htm.xml (XML) — 4KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement; Senior Secured Convertible Promissory Notes On September 28, 2025, Maison Solutions Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor (the "Investor" or "Holder"), pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, Senior Secured Convertible Promissory Notes (the "Notes") in a total principal amount of up to $70 million. Under the Purchase Agreement, the Company will issue an initial note in the principal amount of $3,000,000 for a purchase price of $2,745,000 (the "Initial Note") upon the satisfaction or waiver of certain conditions. In addition, during the three (3) years following the initial closing of the Purchase Agreement, additional Notes may, at the election of the Investor, be purchased from time to time up to a maximum additional aggregate principal amount of either $4 million or $67 million, in each case, Transaction (as defined below) within one hundred and eighty (180) calendar days of the date of the Purchase Agreement, the Investor will have the right to purchase up to an aggregate of $4.0 million in additional Notes. If a Cryptocurrency Related Business Transaction does not occur within 180 days of the Purchase Agreement, the Investor will have the right to purchase up to a total aggregate of $67 million in additional Notes. A "Cryptocurrency Related Business Transaction" is any acquisition of, or merger, share exchange, or similar transaction with, an entity focused principally on the acquisition of cryptocurrencies and related assets by the Company or any subsidiary of the Company, so long as such acquisition, merger, share exchange, or similar transaction occurs contemporaneously

03. Creation of a Direct

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. Item3.02 Unregistered Sales of Equity Securities. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item8.01 Other Events On September 29, 2025, the Company issued the press release furnished herewith as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated as of September 28, 2025 10.2 Form of Senior Secured Convertible Promissory Note 10.3 Form of Pledge and Security Agreement 10.4 Registration Rights Agreement, dated as of September 28, 2025 99.1 Press Release 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, 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 29, 2025 By: /s/ John Xu Name: John Xu Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR