MSS Maison Solutions Inc

 

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): October 21, 2024

 

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)

 

Registrant’s telephone number, including area code: (626) 737-5888

 

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, $0.0001 par value per share		MSS		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ☐

 

 

 

Explanatory Note

 

As previously disclosed, on April 8, 2024, AZLL LLC (“AZLL”), an Arizona limited liability company and wholly-owned subsidiary of Maison Solutions Inc. (the “Company”), acquired 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 Corporation”) from Meng Truong and Paulina Truong (together, the “Sellers” or “Holders”) pursuant to that certain Stock Purchase Agreement dated April 4, 2024.

 

On June 10, 2024, Lee Lee Corporation filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Lee Lee Oriental Supermart, Inc. into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“Lee Lee”) (the “Conversion”). Following the Conversion, AZLL filed a Statement of Merger with the ACC, pursuant to which Lee Lee merged into AZLL, effective August 28, 2024 (the “Merger”). On September 9, 2024, AZLL filed a Statement of Division with the ACC resulting in the restoration of both Lee Lee and AZLL as separate legal entities (the “Division”). The Conversion, the Merger and the Division are herein referred to collectively as the “Lee Lee Reorganization.”

 

 

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 Principal Amount, effective as of October 8, 2024, to ten percent (10%); (ii) amends the payment schedule of the principal and interest amounts to be due every Monday of each week starting on October 14, 2024, as set forth in Exhibit A of the Second Amendment; (iii) amends the definition of “Events of Default”; and (iv) increases the Default Rate to fourteen percent (14%) per annum. Additionally, pursuant to the Second Amendment, upon execution of the Second Amendment, the Company paid a restructuring fee of $40,000 to the Holders.

 

The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Amendment to Security Agreement

 

On October 21, 2024, Lee Lee, AZLL (collectively, the “Grantors”) and the Holders entered into a First Amendment to Security Agreement (the “Security Agreement Amendment”), which amends that certain Security Agreement (the “Security Agreement”), dated April 8, 2024, by and between Lee Lee, AZLL and the Holders, to reflect the Lee Lee Reorganization, among other things. Additionally, pursuant to the Security Agreement 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 and/or otherwise at law taken by the Holders.

 

The foregoing summary of the Security Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Security Agreement Amendment, a copy of which is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Amendments to Guarantees

 

On October 21, 2024, AZLL entered into a First Amendment to Guarantee of Note (the “AZLL Guarantee Amendment”), which amends that certain Guarantee of Note Agreement, dated April 8, 2024, to and for the benefit of the Holders (the “AZLL Guarantee”) to reflect the Lee Lee Reorganization. Additionally, pursuant to the AZLL Guarantee Amendment, AZLL irrevocably waives 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 AZLL Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

 

On October 21, 2024, John Jun Xu, Chairman, Chief Executive Officer and controlling stockholder of the Company, and Grace Xu, spouse of John Jun Xu (together with John Jun Xu, the “Xu Guarantors”), entered into a First Amendment to Guarantee of Note (the “Xu Guarantee Amendment” and, together with the AZLL Guarantee Amendment, the “Guarantee Amendments”), which amends that certain Guarantee of Note Agreement, dated April 8, 2024, to and for the benefit of the Holders (the “Xu Guarantee”), to reflect the Lee Lee Reorganization. Additionally, pursuant to the Xu Guarantee Amendment, the Xu Guarantors irrevocably waive 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 Xu Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

 

The foregoing summaries of the Guarantee Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the AZLL Guarantee Amendment and the Xu Guarantee Amendment, copies of which are filed herewith as Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

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.

 

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).

 

 

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

 

Exhibit 10.1

 

FIRST AMENDMENT TO SENIOR SECURED NOTE AGREEMENT

 

Reference is made to that certain Senior Secured Note Agreement executed by Lee Lee Oriental Supermart, Inc., an Arizona corporation, (the “Issuer” or “Corporation Issuer”) and AZLL LLC, an Arizona limited liability company (“AZLL”) in favor of Meng Truong and Paulina Truong, husband and wife (together, “Holders” or “Secured Parties” and, collectively with Issuer and AZLL, the “Parties” and each, a “Party”) dated April 8, 2024 (the “Secured Note”). All capitalized terms not defined herein shall have the meaning as provided in the Secured Note.

 

RECITALS

 

WHEREAS, the Issuer, AZLL and Holders are party to the Secured Note, pursuant to which the Issuer owes to the Holders the remaining outstanding Principal Amount;

 

WHEREAS, pursuant to the Secured Note, Issuer, AZLL and Holders previously entered into a Security Agreement dated April 8, 2024 (the “Security Agreement”);

 

WHEREAS, Holders have physical possession of the equity shares of Lee Lee Oriental Supermart, Inc. held as Collateral under the Security Agreement;

 

WHEREAS, on June 10, 2024, Corporation Issuer filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Corporation Issuer into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“LLC Issuer”), with unchanged tax identification information, for the sole purpose of tax efficiency, with such change being done without the required notice to and approval from the Holders in violation of the Secured Note and Security Agreement (the “Conversion”);

 

WHEREAS, pursuant to the Conversion, LLC Issuer was the surviving entity, and Corporation Issuer ceased to legally exist, effective June 10, 2024;

 

WHEREAS, on August 28, 2024, Secured Parties learned that the Issuer and AZLL had undertaken changes to the structure of Issuer by way of the Conversion;

 

WHEREAS, on August 28, 2024, AZLL filed a Statement of Merger with the ACC, pursuant to which LLC Issuer merged into AZLL such that only AZLL remained as a legal entity, effective August 28, 2024 in violation of the Secured Note and Security Agreement (the “Merger”);

 

WHEREAS, on September 9, 2024, Secured Parties learned that the Issuer and AZLL had further undertaken changes to the structure of Issuer by way of the Merger;

 

WHEREAS, on September 9, 2024, AZLL filed a Statement of Division with the ACC, resulting in the restoration of both LLC Issuer and AZLL as separate legal entities with tax identification information also restored which became, effective September 9, 2024 (the “Division”); and

 

WHEREAS, the Parties desire to acknowledge the actions taken by Issuer and AZLL and to amend the Secured Note to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations under the Secured Note.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows.

 

1.

Effective Date. The Effective Date shall mean September 10, 2024.

 

2.

Amendments. As of the Effective Date, the Secured Note is hereby amended and modified as follows:

 

a.

Issuer and Company. The definition of “Issuer” and “Company” as set forth in the Preamble and Paragraph 1.2 of the Secured Note is hereby amended to mean: “Lee Lee Oriental Supermart, Inc., an Arizona corporation, and/or “Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (the “LLC Issuer”).”

 

b.

Collateral. The definition of “Collateral” as set forth in Paragraph 1.14 of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

““Collateral” shall mean (i) 100% of the membership interests of Lee Lee Oriental Supermart, LLC issued and outstanding held by AZLL and any additional equity or membership interests of any class issued in the future by Issuer (the “Stock Collateral”) and (ii) “Issuer Collateral” shall include, whether held in the name of the LLC Issuer or Corporate Issuer, all inventory, chattel paper, cash, accounts, bank accounts, receivables, equipment, rights, leases, profits, insurance proceeds, vehicles subleases, agreements and general intangibles; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other account proceeds) and fixtures and any other item owned by Issuer whatsoever and all of the foregoing specifically located at:

 

(a) 2025 N. Dobson Road, Chandler, AZ 85224;

 

(b) 7575 W. Cactus Road, Peoria, AZ 85381;

 

(c) 1990 W. Orange Grove Road, Tucson, AZ 85704; and

 

(d) any other location where the Issuer maintains assets or inventory.”

 

c.

Events of Default. Paragraph 9(d) of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

“(d) the Issuer breaches any other covenant or obligation under this Note and fails to cure such default within ten (10) days of notice from the Holders; provided, however, that if the Issuer breaches Paragraph 8(a) herein, there shall be no cure period and an Event of Default shall exist immediately upon notice from the Holders;”

 

3.

Licenses and Permits. LLC Issuer covenants that it will make all ownership changes and notifications as required by each and every operating permit and license required for operation within 30 days of the execution of this First Amendment and copies of all such updates shall be provided to the Holders.

 

4.

Leases. Issuer shall notify all landlords of its structure change to an LLC and complete any amendments required by such landlords within 30 days of the execution of this First Amendment and copies of such amendments shall be provided to the Holders.

 

 

5.

Further Share Issuances. LLC Issuer covenants that no further equity or membership shares shall be issued by the LLC Issuer prior to the full satisfaction of all Obligations as defined under the Secured Note.

 

6.

Acknowledgement of Issuer. As of the date hereof, LLC Issuer explicitly and unequivocally affirms and acknowledges all of the obligations, covenants, agreements and each and every other provision of the Secured Note in its capacity as Issuer and Company.

 

7.

Continuous Effectiveness of Security. Irrespective of the Conversion, Merger and Division, the LLC Issuer and AZLL affirm that there was no lapse in the secured position of the Holders and to the extent that any deficiency or lapse in the secured position of the Holders in relation to the Collateral, real or implied, might have existed, Issuer, AZLL and Parent agree such deficiency is null, void and waived in its entirety.

 

8.

Irrevocable Waiver of Defenses with respect to the Conversion, Merger, and Division. The LLC Issuer, AZLL and the Parent hereby irrevocably and completely waive and forfeit any and all defenses, causes or remedies which may have arisen or may arise as a result of the actions taken to undertake the Conversion, Merger and/or Division in relation to any action or enforcement of any rights, remedies or provisions of the Secured Note and/or the Security Agreement and/or otherwise at law taken by the Holders. All other defenses, causes or remedies not related to or arising from the Conversion, Merger or Division which the LLC Issuer and/or AZLL may possess now or in the future under the Security Agreement and/or the Secured Note and/or at law shall survive wholly unabated by this Amendment.

 

9.

Headings. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

10.

Illegality. In case one or more of the provisions herein should be invalid, illegal or otherwise unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired thereby.

 

11.

Counterparts. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

 

12.

Remainder of Agreement. Except as expressly provided in this Amendment, all of the terms and provisions of the Secured Note are and will remain in full force and effect and are hereby ratified and confirmed by the parties in all respects.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the 21st day of October, 2024.

 

	ISSUER:
	Lee Lee Oriental Supermart, LLC,
	an Arizona limited liability company
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	President
	Date:	October 21, 2024

 

	AZLL LLC,
	an Arizona limited liability company
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	President
	Date:	October 21, 2024

 

	PARENT:
	Maison Solutions, Inc.,
	a Delaware corporation
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	Chief Executive Officer, Chairman and President
	Date:	October 21, 2024

 

	HOLDERS:
	/s/ Meng Truong
	Meng Truong, an individual
	Date: October 21, 2024
	/s/ Paulina Truong
	Paulina Truong, an individual
	Date: October 21, 2024

 

Page 4 of 4

 

Exhibit 10.2

 

SECOND AMENDMENT TO SENIOR SECURED NOTE AGREEMENT

 

Reference is made to that certain Senior Secured Note Agreement executed by Lee Lee Oriental Supermart, Inc., an Arizona corporation (the “Corporate Issuer”) and Lee Lee Oriental Supermart, LLC, (the “LLC Issuer”) (each the “Issuer”) and AZLL LLC, an Arizona limited liability company (“AZLL”) in favor of Meng Truong and Paulina Truong, husband and wife (together, “Holders” or “Secured Parties” and, collectively with Issuer and AZLL, the “Parties” and each, a “Party”) dated April 8, 2024, as amended by that certain First Amendment to the Senior Secured Note Agreement dated October 21, 2024 (the “Secured Note”). All capitalized terms not defined herein shall have the meaning as provided in the Secured Note.

 

RECITALS

 

WHEREAS, the Issuer, AZLL and Holders are party to the Secured Note, pursuant to which the Issuer owes to the Holders the remaining outstanding Principal Amount;

 

WHEREAS, pursuant to the Secured Note, Issuer was required to make a payment of the Principal Amount on September 8, 2024 in the amount of one million five hundred thousand dollars ($1,500,000.00) (the “September Payment”);

 

WHEREAS, Issuer did not make the required September Payment on September 8, 2024;

 

WHEREAS, Holders provided Issuer with a limited extension of the cure period under Paragraph 9(a) of the Secured Note;

 

WHEREAS, Issuer made payments of (i) fifty thousand dollars ($50,000.00) on September 24, 2024; (ii) one hundred thousand dollars ($100,000.00) on September 30, 2024; (iii) twenty-five thousand dollars ($25,000.00) on October 7, 2024; and (iv) twenty-five thousand dollars ($25,000.00) on October 16, 2024 resulting in a remaining balance of one million three hundred thousand dollars ($1,300,000.00) of the September Payment remaining due and payable (the “Remaining September Payment”);

 

WHEREAS, pursuant to the Secured Note, Issuer was required to make and has not made a payment of the Principal Amount on October 8, 2024 in the amount of one million five hundred thousand dollars ($1,500,000.00) (the “October Payment”); and

 

WHEREAS, the Parties desire to acknowledge the Remaining September Payment and October Payment and to amend the Secured Note on the terms and subject to the conditions set forth herein.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows.

 

1.

Effective Date. The Effective Date shall mean October 8, 2024.

 

2.

Amendments. As of the Effective Date, the Secured Note is hereby amended and modified as follows:

 

a.

Issue Date. The definition of “Issue Date” as set forth in Paragraph 1.9 of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

““Issue Date” shall mean the date of the Note Issuance of April 8, 2024.”

 

b.

Interest. Paragraph 2 of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

“2. Interest. The Note shall accrue interest on the outstanding Principal Amount at the annual rate of interest of ten percent (10%). Interest shall be payable (i) October 8, 2024 in the amount of $83,250.95 and (ii) every Monday of each week starting on October 14, 2024. The interest amount due shall be calculated as follows: the outstanding Principal Amount as of the prior Tuesday * (annual interest rate/365) * number of days since last payment of interest.”

 

c.

Events of Default. The following new Paragraphs 9(l) and 9(m) are inserted into Paragraph 9 of the Secured Note following Paragraph 9(k):

 

“(l)  The Parent fails to execute a committed letter of intent setting forth certain material terms of a debt or equity financing with a qualified investor or financial institution with a net funding amount greater than the outstanding Principal Amount of the Secured Note as of the date of such letter of intent or term sheet, and the Company or Parent fails to provide a copy of such agreement to the Holders on or before December 2, 2024; or

 

(m) The Parent’s Class A common stock shares (NASDAQ: MSS) at any point no longer trades on the Nasdaq Market LLC.”

 

d.

Paragraph 9(a). Paragraph 9(a) of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

“(a) the Issuer fails to make any payment of the Principal Amount as required by this Note and does not cure such default within one (1) business day of occurrence;”

 

 

e.

Paragraph 9(b). Paragraph 9(b) of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

“(b) the Issuer fails to make any interest payment or other non-principal payment required by this Note and does not cure such default within one (1) business day of occurrence;”

 

f.

Default Interest. Paragraph 10(c) of the Secured Note is hereby deleted in its entirety and replaced with the following:

 

“(c) Default Interest. If an Event of Default occurs, the outstanding Principal Amount shall bear interest (the “Default Interest”) at the interest rate of fourteen percent (14%) per annum (the “Default Rate”) from the date of such Event of Default until all such sum, together with accrued interest thereon, at the Default Rate, are fully paid. At such time as a judgement is obtained for any amounts owing under this Note or any document or instrument securing this Note, interest shall continue to accrue on the amount of the judgement at the Default Rate.”

 

g.

Exhibit A. The payment schedule EXHIBIT A referenced in Paragraph 3 of the Secured Note is deleted in its entirety and replaced as of the Effective Date with EXHIBIT A - Second Amendment attached to this Second Amendment.

 

3.

Restructuring Fee. Upon execution of this Amendment, the Company shall pay $40,000.00 restructuring fee to Holders.

 

4.

Headings. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

5.

Illegality. In case one or more of the provisions herein should be invalid, illegal or otherwise unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired thereby.

 

6.

Counterparts. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

 

7.

Remainder of Agreement. Except as expressly provided in this Amendment, all of the terms and provisions of the Secured Note are and will remain in full force and effect and are hereby ratified and confirmed by the parties in all respects.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the 21st day of October, 2024.

 

	ISSUER:
	Lee Lee Oriental Supermart, LLC,
	an Arizona limited liability company
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	President
	Date:	October 21, 2024

 

	AZLL LLC,
	an Arizona limited liability company
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	President
	Date:	October 21, 2024

  

	HOLDERS:
	/s/ Meng Truong
	Meng Troung, an individual
	Date: October 21, 2024
	/s/ Paulina Truong
	Paulina Truong, an individual
	Date: October 21, 2024

 

 

EXHIBIT A – Second Amendment

 

REVISED NOTE PAYMENT SCHEDULE October 8, 2024 

  

		Total Note:		15,188,032.25				10		%
Month		Date		Principal				Estimated Interest				Total Payment				Outstanding Principal
				2,500,000.00
					2,500,000.00												10,188,032.25
		9/8/2024															10,188,032.25
		9/23/2024			50,000.00				-								10,138,032.25
		9/28/2024			100,000.00												10,038,032.25
		10/8/2024			25,000.00												10,013,032.25
		10/8/2024			-				83,250.95				83,250.95				10,013,032.25
1		10/14/2024			25,000.00				16,459.78				41,459.78				9,988,032.25
2		10/21/2024			25,000.00				19,155.13				44,155.13				9,963,032.25
3		10/28/2024			25,000.00				19,107.19				44,107.19				9,938,032.25
4		11/4/2024			25,000.00				19,059.24				44,059.24				9,913,032.25
5		11/11/2024			25,000.00				19,011.29				44,011.29				9,888,032.25
6		11/18/2024			30,000.00				18,963.35				48,963.35				9,858,032.25
7		11/25/2024			30,000.00				18,905.82				48,905.82				9,828,032.25
8		12/2/2024			30,000.00				18,848.28				48,848.28				9,798,032.25
9		12/9/2024			30,000.00				18,790.75				48,790.75				9,768,032.25
10		12/16/2024			50,000.00				18,733.21				68,733.21				9,718,032.25
11		12/23/2024			50,000.00				18,637.32				68,637.32				9,668,032.25
12		12/30/2024			50,000.00				18,541.43				68,541.43				9,618,032.25
13		1/6/2025			50,000.00				18,445.54				68,445.54				9,568,032.25
14		1/13/2025			5,000,000.00				18,349.65				5,018,349.65				4,568,032.25
15		1/20/2025			50,000.00				8,760.61				58,760.61				4,518,032.25
16		1/27/2025			50,000.00				8,664.72				58,664.72				4,468,032.25
17		2/3/2025			50,000.00				8,568.83				58,568.83				4,418,032.25
18		2/10/2025			50,000.00				8,472.94				58,472.94				4,368,032.25
19		2/17/2025			50,000.00				8,377.05				58,377.05				4,318,032.25
20		2/24/2025			50,000.00				8,281.16				58,281.16				4,268,032.25
21		3/3/2025			50,000.00				8,185.27				58,185.27				4,218,032.25
22		3/10/2025			50,000.00				8,089.38				58,089.38				4,168,032.25
23		3/17/2025			50,000.00				7,993.49				57,993.49				4,118,032.25
24		3/24/2025			50,000.00				7,897.60				57,897.60				4,068,032.25
25		3/31/2025			50,000.00				7,801.71				57,801.71				4,018,032.25
26		4/7/2025			50,000.00				7,705.82				57,705.82				3,968,032.25
27		4/14/2025			50,000.00				7,609.92				57,609.92				3,918,032.25
28		4/21/2025			50,000.00				7,514.03				57,514.03				3,868,032.25
29		4/28/2025			50,000.00				7,418.14				57,418.14				3,818,032.25
30		5/5/2025			3,818,032.25				7,322.25				3,825,354.50
31		10/8/2025			* Guaranty Premium Possible
32		4/8/2026			* Guaranty Premium Possible
33		4/8/2027			* Guaranty Premium Possible
34		Any			* Guaranty Premium Possible
		TOTAL			15,188,032.25

 

 

 

Page 5 of 5

Exhibit 10.3

 

FIRST AMENDMENT TO SECURITY AGREEMENT

 

Reference is made to that certain Security Agreement by and between Lee Lee Oriental Supermart, Inc., an Arizona corporation (the “Issuer” or “Corporation Issuer”), and AZLL LLC, an Arizona limited liability company (“AZLL” and, together with the Issuer, the “Grantors”), and Meng Truong and Paulina Truong, husband and wife (together, the “Secured Party” or “Holders”) (and collectively with the Issuer and AZLL, the “Parties,” and each a “Party”) dated April 8, 2024 (the “Security Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the Security Agreement.

 

RECITALS

 

WHEREAS, the Security Agreement provides a security interest in the Issuer’s Collateral supporting the payments of the Principal Amount under that certain Senior Secured Note Agreement dated April 8, 2024 executed by the Issuer and AZLL in favor of the Secured Party (the “Secured Note”);

 

WHEREAS, Secured Party has physical possession of the equity shares of Corporation Issuer held as Collateral under the Security Agreement;

 

WHEREAS, on June 10, 2024, Corporation Issuer filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Corporation Issuer into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“LLC Issuer”), with unchanged tax identification information, for the sole purpose of tax efficiency, with such change being done without the required notice to and approval from the Secured Party in violation of the Secured Note and Security Agreement (the “Conversion”);

 

WHEREAS, pursuant to the Conversion, LLC Issuer was the surviving entity, and Corporation Issuer ceased to legally exist, effective June 10, 2024;

 

WHEREAS, on August 28, 2024, the Secured Party learned that the Issuer, AZLL and Parent had undertaken changes to the structure of Issuer by way of the Conversion;

 

WHEREAS, on August 28, 2024, AZLL filed a Statement of Merger with the ACC, pursuant to which LLC Issuer merged into AZLL, such that only AZLL remained as a legal entity, effective August 28, 2024 in violation of the Secured Note and Security Agreement (the “Merger”);

 

WHEREAS, on September 9, 2024, the Secured Party learned that the Issuer, AZLL and Parent had further undertaken changes to the structure of Issuer by way of the Merger;

 

WHEREAS, on September 9, 2024, AZLL filed a Statement of Division with the ACC, resulting in the restoration of both LLC Issuer and AZLL as separate legal entities with tax identification information also restored, effective September 9, 2024 (the “Division”); and

 

WHEREAS, the Parties desire to acknowledge the actions taken by Issuer and AZLL and to amend the Security Agreement to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations of the Security Agreement.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows.

 

1.

Effective Date. The Effective Date shall mean September 10, 2024.

 

2.

Amendments. As of the Effective Date, the Security Agreement is hereby amended or modified as follows:

 

a.

Issuer. The definition of “Issuer” as set forth in the Preamble of the Security Agreement is hereby amended to mean: “Lee Lee Oriental Supermart, Inc., an Arizona corporation, and/or Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (the “LLC Issuer”).”

 

b.

Grantors. The definition of “Grantors” as set forth in the Preamble of the Security Agreement is hereby amended to mean: “Lee Lee Oriental Supermart, Inc., an Arizona corporation, Lee Lee Oriental Supermart, LLC, an Arizona limited liability company, and AZLL LLC, an Arizona limited liability company.”

 

c.

Collateral. The definition of “Collateral” as set forth in Paragraph 1(a) of the Security Agreement is hereby deleted in its entirety and replaced with the following:

 

“Collateral” includes (i) 100% of the membership interests of Lee Lee Oriental Supermart, LLC issued and outstanding held by AZLL and any additional equity or membership interests of Issuer of any class which may be issued in the future (the “Stock Collateral”); and (ii) the “Issuer Collateral” which includes, whether held in the name of the Corporate Issuer or the LLC Issuer, all inventory, chattel paper, cash, accounts, bank accounts, receivables, equipment, rights, leases, vehicles subleases, agreements and general intangibles; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other account proceeds); and fixtures and any other item owned by Issuer whatsoever and all of the foregoing specifically located at:

 

(i) 2025 N. Dobson Road, Chandler, AZ 85224;

 

(ii) 7575 W. Cactus Road, Peoria, AZ 85381;

 

(iii) 1990 W. Orange Grove Road, Tucson, AZ 85704; and

 

(iv) Any other location which the Issuer maintains or stores its assets or inventory.”

 

3.

Acknowledgement of LLC Issuer. As of the date hereof, LLC Issuer explicitly and unequivocally affirms and acknowledges all of the obligations, covenants, agreements and each and every other provision of the Security Agreement in its capacity as Issuer and Grantor.

 

 

4.

Continuous Effectiveness of Security. Irrespective of the Conversion, Merger and Division, LLC Issuer and AZLL affirm that there was no lapse in the secured position of the Secured Party under the Security Agreement and to the extent that any deficiency or lapse in the secured position of the Holders in relation to the Collateral, real or implied, might have existed, Issuer, AZLL and Parent agree such deficiency is null, void and waived in its entirety.

 

5.

Irrevocable Waiver of Defenses with respect to the Conversion, Merger, and Division. The LLC Issuer, AZLL and the Parent hereby irrevocably and completely waive any and all defenses, causes or remedies which may have arisen or may arise as a result of the actions taken to undertake the Conversion, Merger and/or Division in relation to any action or enforcement of any rights, remedies or provisions of the Secured Note and/or the Security Agreement and/or otherwise at law taken by the Holders. All other defenses, causes or remedies not related to or arising from the Conversion, Merger or Division which the LLC Issuer and/or AZLL may possess now or in the future under the Security Agreement and/or the Secured Note and/or at law shall survive wholly unabated by this Amendment.

 

6.

Headings. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

7.

Illegality. In case one or more of the provisions herein should be invalid, illegal or otherwise unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired thereby.

 

8.

Counterparts. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

 

9.

Remainder of Agreement. Except as expressly provided in this Amendment, all of the terms and provisions of the Security Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties in all respects.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the 21st day of October, 2024.

 

	GRANTORS:
	Lee Lee Oriental Supermart, LLC,
	an Arizona limited liability company
	By:	/s/ John Xu
	Name:	John Xu
	Title:	Chief Executive Officer
	Date:	October 21, 2024

 

	AZLL LLC,
	an Arizona limited liability company
	By:	/s/ John Xu
	Name:	John Xu
	Title:	Chief Executive Officer
	Date:	October 21, 2024

 

	SECURED PARTY:
	/s/ Meng Truong
	Meng Truong, an individual
	/s/ Paulina Truong
	Paulina Truong, an individual

 

 

4

Exhibit 10.4

 

FIRST AMENDMENT TO GUARANTEE OF NOTE

by AZLL LLC

 

Reference is made to that certain Guarantee of Note Agreement executed by AZLL LLC, an Arizona limited liability company (the “Guarantor” or “AZLL”), to and for the benefit of Meng Truong and Paulina Truong, husband and wife (together, the “Note Holders”) dated April 8, 2024 (the “AZLL Guarantee Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the AZLL Guarantee Agreement.

 

RECITALS

 

WHEREAS, Lee Lee Oriental Supermart, Inc., an Arizona corporation (“Issuer” or “Corporation Issuer”), and AZLL are parties to that certain Senior Secured Note Agreement dated April 8, 2024 (the “Secured Note”), pursuant to which the Issuer owes to the Note Holders the remaining outstanding Principal Amount, as such term is defined in the Secured Note;

 

WHEREAS, pursuant to the Secured Note, Issuer, AZLL and Note Holders previously entered into a Security Agreement dated April 8, 2024 (the “Security Agreement”);

 

WHEREAS, on June 10, 2024, Corporation Issuer filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Corporation Issuer into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“LLC Issuer”), with unchanged tax identification information, for the sole purpose of tax efficiency, with such change being done without the required notice to and approval from the Note Holders in violation of the Secured Note and Security Agreement (the “Conversion”);

 

WHEREAS, pursuant to the Conversion, LLC Issuer was the surviving entity, and Corporation Issuer ceased to legally exist, effective June 10, 2024;

 

WHEREAS, on August 28, 2024, the Note Holders learned that the Issuer, AZLL and Parent had undertaken changes to the structure of Issuer by way of the Conversion;

 

WHEREAS, on August 28, 2024, AZLL filed a Statement of Merger with the ACC, pursuant to which LLC Issuer merged into AZLL such that only AZLL remained as a legal entity, effective August 28, 2024 in violation of the Secured Note and Security Agreement (the “Merger”);

 

WHEREAS, on September 9, 2024, the Note Holders learned that the Issuer, AZLL and Parent had further undertaken changes to the structure of Issuer by way of the Merger;

 

WHEREAS, on September 9, 2024, AZLL filed a Statement of Division with the ACC, resulting in the restoration of both LLC Issuer and AZLL as separate legal entities with tax identification information also restored, effective September 9, 2024 (the “Division”); and

 

WHEREAS, the parties desire to acknowledge the actions taken by the Issuer and AZLL and to amend the AZLL Guarantee Agreement to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations under the AZLL Guarantee Agreement.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows.

 

1.

Effective Date. The Effective Date shall mean September 10, 2024.

 

2.

Amendments. As of the Effective Date, the AZLL Guarantee Agreement is hereby amended and modified as follows:

 

a.

Issuer. The definition of “Issuer” as set forth in the Recitals of the AZLL Guarantee Agreement is hereby amended to mean: “Lee Lee Oriental Supermart, Inc, an Arizona corporation, and/or Lee Lee Oriental Supermart, LLC, an Arizona limited liability company.”

 

b.

The following paragraph is added after before the signatories on the third page of the AZLL Guarantee:

 

“This Guarantee agreement shall be governed and construed according to the laws of the State of Arizona without giving effect to any conflicts of law principles. Any suit arising from this Guarantee shall be brought in Maricopa County, Arizona and for this purpose Guarantor hereby expressly consents to the jurisdiction of said court.”

 

3.

Acknowledgement. As of the date hereof, Guarantor explicitly and unequivocally reaffirms and acknowledges that each and every guarantee, obligation, agreement or provision of the AZLL Guarantee Agreement remain fully intact following the Conversion, Merger and Division and there has been no reduction, limitation or impairment in any way on any of the rights obligations, remedies of the Note Holders against the Guarantors.

 

4.

Irrevocable Waiver of Defenses with respect to the Conversion, Merger, and Division. The Guarantor hereby waives any and all defenses, causes or remedies which may have arisen or may arise as a result of the actions taken to undertake the Conversion, Merger and/or Division in relation to any action or enforcement of any rights, remedies or provisions of the AZLL Guarantee Agreement, Secured Note, Security Agreement and/or otherwise in law taken by the Note Holders, . All other defenses, causes or remedies not related to or arising from the Conversion, Merger and/or Division which the Guarantor may possess now or in the future under the AZLL Guarantee and/or at law shall survive wholly unabated by this Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Guarantors hereto have caused this First Amendment to be executed as of the 21st day of October, 2024.

 

	GUARANTOR:
	AZLL LLC,
	an Arizona limited liability company
	By:	/s/ John Xu
	Name:	John Xu
	Title:	Chief Executive Officer
	Date:	October 21, 2024

 

 

3

Exhibit 10.5

 

FIRST AMENDMENT TO GUARANTEE OF NOTE

by JOHN JUN XU and GRACE XU

 

 

Reference is made to that certain Guarantee of Note Agreement executed by John Jun Xu and Grace Xu (each a “Guarantor” and together, the “Guarantors”) to and for the benefit of Meng Truong and Paulina Truong, husband and wife (together, the “Note Holders”) dated April 8, 2024 (the “Xu Guarantee Agreement”). All capitalized terms not defined herein shall have the meaning as provided in the Xu Guarantee Agreement.

 

RECITALS

 

WHEREAS, Lee Lee Oriental Supermart, Inc., an Arizona corporation (“Issuer” or “Corporation Issuer”), and AZLL LLC, an Arizona limited liability company (“AZLL”), are parties to that certain Senior Secured Note Agreement dated April 8, 2024 (the “Secured Note”), pursuant to which the Issuer owes to the Note Holders the remaining outstanding Principal Amount, as such term is defined in the Secured Note;

 

WHEREAS, pursuant to the Secured Note, Issuer, AZLL and Note Holders previously entered into a Security Agreement dated April 8, 2024 (the “Security Agreement”);

 

WHEREAS, on June 10, 2024, Corporation Issuer filed a Statement of Conversion with the Arizona Corporation Commission (the “ACC”) converting Corporation Issuer into Lee Lee Oriental Supermart, LLC, an Arizona limited liability company (“LLC Issuer”), with unchanged tax identification information, for the sole purpose of tax efficiency, with such change being done without the required notice to and approval from the Note Holders in violation of the Note Agreement and Security Agreement (the “Conversion”);

 

WHEREAS, pursuant to the Conversion, LLC Issuer was the surviving entity, and Corporation Issuer ceased to legally exist, effective June 10, 2024;

 

WHEREAS, on August 28, 2024, the Note Holders learned that the Issuer, AZLL and Parent had undertaken changes to the structure of Issuer by way of the Conversion;

 

WHEREAS, on August 28, 2024, AZLL filed a Statement of Merger with the ACC, pursuant to which LLC Issuer merged into AZLL such that only AZLL remained as a legal entity, effective August 28, 2024 in violation of the Note Agreement and Security Agreement (the “Merger”);

 

WHEREAS, on September 9, 2024, the Note Holders learned that the Issuer, AZLL and Parent had further undertaken changes to the structure of Issuer by way of the Merger;

 

WHEREAS, on September 9, 2024, AZLL filed a Statement of Division with the ACC, resulting in the restoration of both LLC Issuer and AZLL as separate legal entities with tax identification information also restored, effective September 9, 2024 (the “Division”); and

 

WHEREAS, the parties desire to acknowledge the actions taken by Issuer and AZLL and to amend the Xu Guarantee Agreement to reflect the Conversion, Merger and Division on the terms and subject to the conditions set forth herein and affirm the obligations under the Xu Guarantee Agreement.

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows.

 

1.

Effective Date. The Effective Date shall mean September 10, 2024.

 

2.

Amendments. As of the Effective Date, the Xu Guarantee Agreement is hereby amended and modified as follows:

 

a.

Issuer. The definition of “Issuer” as set forth in the Recitals of the Xu Guarantee Agreement is hereby amended to mean: “Lee Lee Oriental Supermart, Inc, an Arizona corporation, and/or Lee Lee Oriental Supermart, LLC, an Arizona limited liability company.”

 

b.

The following paragraph is added after before the signatories on the third page of the AZLL Guarantee:

 

“This Guarantee agreement shall be governed and construed according to the laws of the State of Arizona without giving effect to any conflicts of law principles. Any suit arising from this Guarantee shall be brought in Maricopa County, Arizona and for this purpose Guarantor hereby expressly consents to the jurisdiction of said court.”

 

3.

Acknowledgement. As of the date hereof, Guarantors explicitly and unequivocally reaffirm and acknowledge that each and every guarantee, obligation, agreement or provision of the Xu Guarantee Agreement remain fully intact following the Conversion, Merger and Division and there has been no reduction, limitation or impairment in any way on any of the rights, obligations, or remedies of the Note Holders against the Guarantors.

 

4.

Irrevocable Waiver of Defenses with respect to the Conversion, Merger, and Division. Guarantors hereby irrevocably and completely waive and forfeit any and all defenses, causes or remedies which may have arisen or may arise as a result of the actions taken to undertake the Conversion, Merger and/or Division in relation to any action or enforcement of any rights, remedies or provisions of the Xu Guarantee Agreement and/or otherwise in law by the Note Holders. All other defenses, causes or remedies not related to or arising from the Conversion, Merger and/or Division which Guarantors may possess now or in the future under the Xu Guarantee and/or at law shall survive wholly unabated by this Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Guarantors hereto have caused this First Amendment to be executed as of the 21st day of October, 2024.

 

	GUARANTORS:
	/s/ John Jun Xu
	John Jun Xu, an individual
	Date: October 21, 2024
	/s/ Grace Xu
	Grace Xu, an individual
	Date: October 21, 2024

 

 

3

 

v3.24.3

Cover	Oct. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 21, 2024
Entity File Number	001-41720
Entity Registrant Name	Maison Solutions Inc.
Entity Central Index Key	0001892292
Entity Tax Identification Number	84-2498787
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	127 N Garfield Ave
Entity Address, City or Town	Monterey Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91754
City Area Code	626
Local Phone Number	737-5888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MSS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---