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): January 29, 2025

 

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. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On January 29, 2025, Maison Solutions Inc. (the “Company”) entered into a Consulting Services Agreement (the “Consulting Services Agreement”) with four Good Fortune Supermarkets located across Massachusetts, New York, Rhode Island, and Virginia.

 

Pursuant to the Consulting Services Agreement, the Company will provide consulting services to enhance operational efficiency, marketing outreach, and business growth for each of the four third-party supermarkets referenced in the Consulting Services Agreement. In return, the Company will be compensated an aggregate amount of approximately $1.3 million annually. The Consulting Services Agreement has an initial term of 12 months with an option to extend the term for an additional 12-month period.

 

The foregoing description of the Consulting Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Services Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

 

Item 8.01. Other Events.

 

On January 30, 2025, the Company issued a press release announcing the entry into the Consulting Services Agreement. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Consulting Services Agreement, dated January 29, 2025, by and among Maison Solutions Inc., Good Fortune Supermarket of Quincy, Inc., Good Fortune Supermarket Group (USA) Inc., Good Fortune Supermarket of VA I, Inc., and Good Fortune Supermarket (Rhode Island) Corp.
99.1		Press Release of Maison Solutions Inc., dated January 30, 2025.
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: January 30, 2025	MAISON SOLUTIONS INC.
	By:	/s/ John Xu
		John Xu
		Chief Executive Officer, Chairman and President

 

 

2

 

Exhibit 10.1

 

Consulting Services Agreement

  

This Consulting Services Agreement ("Agreement") is entered into as of January 29, 2025 by and between Maison Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 127 N Garfield Ave, Monterey Park, CA 91754 ("Consultant"), and the following clients, each engages in the operation of a supermarket (each individually a “Client” and collectively, the "Clients"):

 

- Good Fortune Supermarket of Quincy, Inc., located at 226 Quincy Ave, Quincy, MA 02169;
- Good Fortune Supermarket Group (USA) Inc., located at 55-51 Maspeth Ave, Maspeth, NY 11378;
- Good Fortune Supermarket of VA I, Inc., located at 6751 Wilson Blvd, Falls Church, VA 22044;
- Good Fortune Supermarket (Rhode Island) Corp, located at 101 Cadillac Dr, Providence, RI 02907;

 

WHEREAS, Consultant has deep knowledge and experience in supermarket operations and digitization, including marketing, supply chain management, technology support, store setup, and training;

 

WHEREAS, Clients desire to engage Consultant to provide consulting services to enhance operational efficiency, marketing outreach, and business growth for each supermarket;

 

WHEREAS, Consultant and Clients have agreed to enter into this Agreement to formalize the terms and conditions under which Consultant will provide services to each Client;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

- Good Fortune Supermarket of Quincy, Inc., located at 226 Quincy Ave, Quincy, MA 02169;
- Good Fortune Supermarket Group (USA) Inc., located at 55-51 Maspeth Ave, Maspeth, NY 11378;
- Good Fortune Supermarket of VA I, Inc., located at 6751 Wilson Blvd, Falls Church, VA 22044;
- Good Fortune Supermarket (Rhode Island) Corp, located at 101 Cadillac Dr, Providence, RI 02907;

 

 

1. Scope of Services

 

Consultant agrees to provide Clients with comprehensive consulting services to enhance operational efficiency, optimize resource allocation, and support business growth. The Services provided by Consultant shall include, but not be limited to, the following:

 

1.1 Marketing Services

 

Consultant shall design and execute customized marketing strategies tailored to each Client’s unique market needs, including digital marketing initiatives, in-store promotional campaigns, customer loyalty programs, and management of seasonal marketing efforts to drive foot traffic, increase brand visibility, and boost sales.

 

1.2 Supply Chain and Distribution Support

 

Consultant shall support Clients in enhancing their supply chain and distribution processes by providing expertise in inventory forecasting, order processing, vendor relationship management, and efficient distribution coordination. Consultant shall advise on cost-effective sourcing strategies, inventory optimization, and streamlined logistics to reduce lead times and enhance supply chain resilience.

 

1.3 Technology Support and Assistance

 

Consultant shall provide ongoing technology support for point-of-sale (POS) systems, inventory management software, customer relationship management (CRM) tools, and other operational technologies. Consultant shall use best and reasonable business efforts to achieve that all system support services maintain operational continuity, system security, and performance efficiency through routine maintenance and training for staff.

 

1.4 Store Setup and Expansion Planning

 

Consultant shall advise on optimal store layout, facilitate the setup of new stores, and support expansion initiatives, including conducting feasibility studies, preparing budgets, and developing project timelines. Consultant shall also assist with necessary permitting, vendor selection, and contracting as required for successful store setup and expansion.

 

1.5 Training Services

 

Consultant shall deliver tailored training programs for each Client’s staff to enhance skills in areas such as customer service, sales techniques, inventory control, and operational use of technology systems. Training sessions shall be conducted periodically and customized to address the specific needs of each Client’s business operations.

 

 

2. Fees

 

2.1 Weekly Fees

 

The Clients agree to pay Consultant a weekly service fee of $25,000 in aggregate with the following allocation, which shall cover all Services outlined in Section 1 of this Agreement.

 

- Good Fortune Supermarket of Quincy, Inc.: Five Thousand U.S. Dollars ($5,000);
- Good Fortune Supermarket Group (USA) Inc.: Five Thousand U.S. Dollars ($5,000);
- Good Fortune Supermarket of VA I, Inc.: Ten Thousand U.S. Dollars ($10,000);
- Good Fortune Supermarket (Rhode Island) Corp: Five Thousand U.S. Dollars ($5,000);

 

Consultant shall issue an invoice to each Client by the 1st business day of each week, with payment due within five (5) days from the date of the invoice. In addition, each Client agrees to reimburse Consultant for any necessary and pre-approved expenses incurred in the provision of the Services, including but not limited to travel, accommodations, and materials.

 

- Good Fortune Supermarket of Quincy, Inc.: Five Thousand U.S. Dollars ($5,000);
- Good Fortune Supermarket Group (USA) Inc.: Five Thousand U.S. Dollars ($5,000);
- Good Fortune Supermarket of VA I, Inc.: Ten Thousand U.S. Dollars ($10,000);
- Good Fortune Supermarket (Rhode Island) Corp: Five Thousand U.S. Dollars ($5,000);

 

3. Term of Agreement

 

This Agreement shall commence on the effective date specified below and terminate 12 months from the effective date (the “Service Period”) with an option to extend for an additional 12 months.

  

4. Payment Terms

 

All payments shall be made by wire transfer or another mutually agreed-upon method. Consultant shall provide each Client with an electronic copy of the invoice, and all payments are to be made in U.S. dollars.

  

5. Termination

 

The Agreement shall NOT be terminated within the Service Period. If Clients want to terminate prior to the end of the Service Period, the Clients agree to pay the remaining service fees for the remainder of the Service Period as a lump sum payment that shall be due immediately to the Clients. All Confidential Information, as defined in Section 6, must be returned or destroyed upon termination.

  

6. Event of Default

 

If a weekly service fee is not paid in full 15 days after the date payment was due, a default interest shall be charged by Consultant on the outstanding balance, accrued at 0.23% per week (Default Interest). The interest accrue shall be stopped upon full payment of the outstanding balance of the weekly service fee and all of the Default Interest.

  

7. Confidentiality

 

All parties agree to maintain the confidentiality of all proprietary information disclosed under this Agreement. No information shall be shared with third parties without the written consent of the other party, except as required by law or for the performance of this Agreement.

  

8. Relationship of the Parties

 

Consultant is an independent contractor of the Client, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, agency, or other form of joint enterprise or fiduciary relationship between Consultant and Client for any purpose.

  

 

9. Governing Law

 

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Los Angeles County, California, and each party consents to the jurisdiction of such courts.

  

10. Entire Agreement

 

This Agreement, including any exhibits, schedules, and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

 

 

11. Amendment and Waiver

 

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. A waiver of any term or condition shall not be construed as a waiver of any other term or condition, nor shall any failure to enforce any provision operate as a waiver.

  

12. Severability

 

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid, enforceable provision that achieves the intended economic effect as closely as possible.

  

13. Counterparts

 

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other electronic means shall be deemed to have the same legal effect as delivery of an original signed copy.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

 

Consultant
Maison Solutions Inc.
By:	/s/ John Xu
Name:	John Xu

  

Client			Client
Good Fortune Supermarket of Quincy, Inc.			Good Fortune Supermarket Group (USA) Inc.
By:	/s/ Kuanhe Wu		By:	/s/ Kuanhe Wu
Name:	Kuanhe Wu		Name:	Kuanhe Wu

 

 

Client			Client
Good Fortune Supermarket of VA I, Inc.			Good Fortune Supermarket (Rhode Island) Corp
By:	/s/ Kuanhe Wu		By:	/s/ Kuanhe Wu
Name:	Kuanhe Wu		Name:	Kuanhe Wu

 

 

Exhibit 99.1

 

 

 

Maison Solutions Signs Consultancy Agreement with Four Good Fortune Supermarkets

 

MONTEREY PARK, CA / ACCESS Newswire / January 30, 2025 / Maison Solutions Inc. (NASDAQ: MSS) (“Maison Solutions” or the “Company”), a U.S.-based specialty grocery retailer offering traditional Asian and international food and merchandise, announced it has signed a 12-month consultancy agreement with an option to extend for an additional 12-months, with four Good Fortune Supermarkets located across Massachusetts, New York, Rhode Island, and Virginia, effective January 29, 2025.

 

Under the agreement, Maison Solutions will leverage its knowledge and experience in supermarket operations and digitization to provide consulting services to enhance operational efficiency, marketing outreach, and business growth for each of the four supermarkets. Maison Solutions will be compensated with a total weekly service fee of $25,000, which equates to an aggregate of approximately $1.3 million annually.

 

Additional details of the scope of service under the consultancy agreement include:

 

●

Marketing Services: Customized marketing strategies tailored to each location’s unique market needs, including digital marketing initiatives, in-store promotional campaigns, customer loyalty programs, and management of seasonal marketing efforts to drive foot traffic, increase brand visibility, and boost sales.

 

●

Supply Chain and Distribution Support: Enhancing supply chain and distribution process by providing expertise in inventory forecasting, order processing, vendor relationship management, and efficient distribution coordination, along with advice on cost-effective sourcing strategies, inventory optimization, and streamlined logistics to reduce lead times and enhance supply chain resilience.

 

●

Technology Support and Assistance: Ongoing technology support for point-of-sale systems, inventory management software, customer relationship management tools, and other operational technologies.

 

●

Store Setup and Expansion Planning: Strategic consultancy on optimal store layout, facilitate setup of new stores, and support expansion initiatives, including conducting feasibility studies, preparing budgets, development project timelines, and assistance on necessary permitting, vendor selection, and contracting.

 

●

Training Services: Tailored staff training program to enhance customer service, sales techniques, inventory control, and operational use of technology systems.

 

John Xu, President, Chairman, and Chief Executive Officer of Maison Solutions, stated: “When we first founded Maison Solutions, our goal went beyond running a grocery store chain to compete with market leaders. We aimed to be a solutions provider, offering strategic consulting and technological support to help smaller grocery chains enhance and grow their services. This consulting agreement marks a significant milestone in our mission since our public listing. With our team’s diverse and extensive expertise in all areas of grocery store operations, we are excited to support our counterparts on the east coast. This agreement provides a strategic and alternative means of strengthening our balance sheet to fund future expansion plans, which includes further renovation plans for our operating HK Good Fortune stores and exploring additional acquisition targets.”

 

 

 

 

About Maison Solutions Inc.

 

Maison Solutions Inc. is a U.S.-based specialty grocery retailer offering traditional Asian food and merchandise, particularly to members of Asian-American communities. The Company is committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse makeup of the communities in which the Company operates. Since its formation in 2019, the Company has acquired equity interests in four traditional Asian supermarkets in the Los Angeles, California area, operating under the brand name HK Good Fortune, and three supermarkets in the Phoenix and Tucson, Arizona metro areas, operating under the brand name Lee Lee International Supermarket. To learn more about Maison Solutions, please visit the Company’s website at www.maisonsolutionsinc.com. Follow us on LinkedIn and X.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website at www.sec.gov. Maison Solutions undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after the date of this release, except as required by law.

 

Investor Relations Contact:

 

Gateway Group, Inc.

+1-949-574-3860

MSS@gateway-grp.com

 

 

 

 

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Cover	Jan. 29, 2025
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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
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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

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