Maison Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2026, Maison Solutions Inc. (the "Company") entered into a Buy-Sell Agreement (the "Agreement") with JC Business Guys, Inc., a California corporation (the "Buyer"). Pursuant to the Agreement, the Company agreed to sell its 49% ownership interest (the "Ownership Interest") in HKGF Market of Arcadia, LLC to the Buyer.
The purchase price for the Ownership Interest is one dollar ($1.00). The transaction contemplated by the Agreement closed on January 31, 2026, simultaneously with the execution of the Agreement. The Agreement was approved by the Company's Board of Directors on January 27, 2026.
The Agreement contains customary representations, warranties, and covenants by both the Company and the Buyer. The representations and warranties of the Company survive for a period of eighteen (18) months following the closing. The Agreement also includes mutual indemnification obligations and a release by the Buyer of the Company and its affiliates from certain claims.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On January 31, 2026, the Company completed the disposition of its 49% Ownership Interest in HKGF Market of Arcadia, LLC, pursuant to the terms of the Buy-Sell Agreement. The consideration received by the Company was one dollar ($1.00).
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Buy Sell Agreement, dated January 31, 2026, by and between Maison Solutions, Inc. And JC Business Guys, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 4, 2026 | By: | /s/ John Xu |
| Name: | John Xu | |
| Title: | Chief Executive Officer | |
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