{"url_path":"/sec/mss/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1892292/0001213900-26-075242-index.html","accession_number":"0001213900-26-075242","cik":"0001892292","ticker":"MSS","issuer_name":"Maison Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1892292/0001213900-26-075242-index.html","primary_entity_key":"0001892292","primary_entity_name":"Maison Solutions Inc."},"word_count":608,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 1, 2026, Good Fortune Supermarket of San\nGabriel, LP (“GF San Gabriel”), a California limited partnership that is 91% owned by Maison Solutions Inc. (the “Company”),\nand Good Fortune Supermarket of Monrovia, LP (“GF Monrovia” and, together with GF San Gabriel, the “Sellers”),\na California limited partnership that is 85.25% owned by the Company, entered into an Asset Purchase Agreement (the “Asset Purchase\nAgreement”) with ENSON MARKET 33 SAN GABRIEL CA INC and ENSON MARKET 34 MONROVIA CA INC (together the “Buyers”). Pursuant\nto the Asset Purchase Agreement, the Sellers agreed to sell to the Buyers the machinery, equipment, fixtures, furniture, leasehold improvements\nand other tangible personal property used in the operation of the Asian grocery stores located at 137 S. San Gabriel Blvd, San Gabriel,\nCalifornia, and 935 W Duarte Rd, Monrovia, California (each, a “Store” and, together, the “Stores”), together\nwith the beer and wine licenses associated with the Stores (collectively, the “Assets”). The inventory of the Stores is being\nsold separately under two Inventory Purchase Agreements, and the Sellers are retaining the “Good Fortune” trade name and related\ngoodwill.\n\n \n\nThe aggregate purchase price for the Assets is\n$4,500,000, allocated $2,250,000 to each Store, consisting of $2,240,000 for the Assets at such Store and $10,000 for the beer and wine\nlicense at such Store. The purchase price for the inventory is in addition to the foregoing and will equal the value of the saleable inventory\nat each Store as determined by an independent third-party count. The purchase price for the Assets (other than the amounts allocated to\nthe beer and wine licenses) is payable in a single lump-sum payment on or before December 31, 2026 if the Buyers’ financing is funded\nby that date and, if it is not, is payable in installments under two secured promissory notes (the “Promissory Notes”) in\nthe principal amount of $2,240,000 each, with interest accruing at 10% per annum beginning January 1, 2027 if principal remains unpaid\nafter December 31, 2026, and with the unpaid balance payable in three equal quarterly installments due March 31, 2027, June 30, 2027 and\nSeptember 30, 2027. Any amounts remaining unpaid after September 30, 2027 will constitute an event of default and will bear interest at\n18% per annum until paid. The Buyers’ payment obligations are secured by purchase-money security interests in the Assets and the\nrelated inventory, and are guaranteed under a personal and corporate guaranty to be provided by Qinghui Ni and ENSON GROUP, INC. The beer\nand wine licenses will be transferred only upon approval of the California Department of Alcoholic Beverage Control.\n\n \n\nThe closing of the transaction is to occur on\nor before December 31, 2026. The Buyers are acquiring the Assets on an “as-is, where-is” basis, and the transfer of each Store\nis conditioned upon the Buyers obtaining an assignment of, or a new, real property lease for that Store together with the landlord’s\nwritten release of the Company and its affiliates. The Asset Purchase Agreement contains customary representations, warranties, covenants\nand indemnification provisions, and each Buyer has represented that it is not affiliated with the Company. The Sellers’ entry into\nthe Asset Purchase Agreement was approved by the Company’s Board of Directors, following the review and recommendation of the Audit\nCommittee, on July 1, 2026.\n\n \n\nThe foregoing description of the Asset Purchase\nAgreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement,\na copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}