Business Context and Reporting Period
Maison Solutions Inc. (MSS), an emerging growth company incorporated in Delaware, filed this Form 8-K on September 8, 2025. The company operates through its wholly-owned subsidiary, AZLL LLC, which owns Lee Lee Oriental Supermart, LLC ("Lee Lee"), a three-store supermarket chain in the Phoenix and Tucson, Arizona metro areas.
Key Financial Metrics and Transaction Details
This filing reports a material definitive agreement rather than periodic financial results. Key transaction metrics include:
- Loan Principal: $5,250,000 secured financing from Royal Business Bank (RBB).
- Interest Rate: 7.5% per annum.
- Monthly Payment: $91,039.77 (principal and interest).
- Maturity Date: September 5, 2030.
- Final Balloon Payment: $1,139,916.57.
- Collateral: Substantially all assets of Lee Lee; personal guarantee by CEO John Xu and spouse Grace Xu; pledge of certain real property by Mr. Xu.
Material Changes and Debt Restructuring
The proceeds from the new RBB loan were utilized to retire the remaining secured debt under a Senior Secured Note Agreement. This note was originally issued on April 8, 2024, as part of the $22.2 million acquisition of Lee Lee (comprising $7.0 million cash and a $15.2 million note). The original note had been amended on October 21, 2024, and modified on March 12, 2025, prior to this refinancing.
Outlook, Risks, and Contingencies
The filing does not provide forward-looking guidance, revenue projections, or management commentary on future operations. The primary risk disclosed is the obligation to service the new debt, which is secured by the operating assets of the subsidiary and personally guaranteed by the CEO. The filing incorporates the Business Loan Agreement, Promissory Note, and Commercial Security Agreement as exhibits for full terms.
Investor Verification Checklist
- Verify the exact amount of debt retired versus the new $5.25 million principal to assess net leverage changes.
- Review the Commercial Security Agreement (Exhibit 10.3) to confirm the scope of assets pledged.
- Confirm the status of the personal guarantees and real property pledges by CEO John Xu.
- Check subsequent filings for any covenant breaches or additional amendments to the RBB loan terms.