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): February 21, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Operating Officer

 

On February 21, 2025, Tao Han notified Maison Solutions Inc. (the “Company”) of his resignation as Chief Operating Officer of the Company, effective immediately. Mr. Han’s resignation is not a result of any disagreement with the Company or its independent auditor on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices.

 

Appointment of Chief Operating Officer

 

On February 21, 2025, the Board of Directors of the Company (the “Board”) appointed Xi (Jacob) Cao to serve as the Company’s Chief Operating Officer, effective February 21, 2025.

 

Mr. Cao, age 38, has over eight years of experience in the specialty grocery and catering industry. Most recently, he served as the Operations Manager at the Company’s store in El Monte, California from June 2023 until his appointment as the Company’s Chief Operating Officer. Prior to that, Mr. Cao held multiple operational management roles within the grocery industry, including Operations Supervisor at LSK from August 2022 to June 2023 and Operations Manager at Sonic Plus LLC from January 2020 to August 2022.

 

In connection with his appointment, on February 21, 2025, Mr. Cao and the Company entered into a contract for employment (the “Employment Agreement”), effective February 21, 2025, for Mr. Cao’s service as the Company’s Chief Operating Officer on an at-will basis. Pursuant to his Employment Agreement, Mr. Cao is entitled to an annual base salary of $96,000. If Mr. Cao violates the terms of his Employment Agreement, the Company may terminate his employment without notice and with one-month salary as compensation and as his exclusive remedy. Mr. Cao’s Employment Agreement also provides for certain non-compete and non-solicitation covenants. The term of Mr. Cao’s Employment Agreement began on February 21, 2025 for an initial period of one year, and automatically renews for successive one-year periods unless otherwise terminated.

 

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.

 

There are no arrangements or understandings between Mr. Cao and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Cao is not related to any other executive officer or director of the Company.

 

On February 27, 2015, the Company issued a press release announcing Mr. Cao’s appointment as Chief Operating Officer of the Company. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Employment Agreement between Maison Solutions Inc. and Xi (Jacob) Cao, dated February 21, 2025.
99.1		Press Release, dated February 27, 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:  February 27, 2025

MAISON SOLUTIONS INC.

 

	By:	/s/ John Xu
		John Xu
		Chief Executive Officer, Chairman and President

 

 

 

Exhibit 10.1

 

CONTRACT FOR EMPLOYMENT

 

Maison Solutions Inc., a Delaware corporation, located at 127 N Garfield Avenue, Monterey Park, California 91754, (hereinafter referred to as “Employer”), and XI (JACOB) CAO, residing at 14101 Moore Ct, Irvine, CA 92606, (hereinafter referred to as “Executive”), in consideration of the mutual promises made herein, agree as follows:

 

ARTICLE 1. EMPLOYMENT

 

Agreement Subject to Termination

 

Section 1.01. Executive’s employment under this Agreement shall be for an unspecified term, on an “at-will” basis. If Executive is in violation of this Agreement, Employer may terminate employment without notice and with one-month salary as compensation to Executive. The compensation paid under this Agreement shall be the Executive’s exclusive remedy.

 

ARTICLE 2. DUTIES OF EXECUTIVE

 

Employment as Chief Final Officer

 

Section 2.01. Executive is hereby hired to perform services for Employer as Chief Operations Officer (“COO”).

 

Time and Attention

 

Section 2.02. Executive agrees to devote all of Executive’s time, attention, and energy to the performance of Executive’s duties as COO, subject to the direction and control of the Board of Directors of Employer. Executive will represent the local management team of Employer.

 

Competitive Activities

 

Section 2.03. During the term of this contract Executive shall not, directly or indirectly, either as an employee, executive, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Employer.

 

Non-Compete Following Sale of Company

 

Section 2.04. Upon sale of all of his ownership interest in the Company, Executive agrees to refrain from carrying on a similar business within 25 mile radius of the location of the Company, for a period of 10 years.

 

Duties

 

Section 2.05. Executive shall perform all duties of overseeing the operating strategies of the Company, including, but not limited to, implementing new policies, assisting in the Company’s strategic growth and other duties as may be assigned by the Company, its Board of Directors or Chief Executive Officer.

 

 

Adherence to Rules

 

Section 2.06. Executive at all times during the performance of this Agreement shall strictly adhere to and obey all the rules and regulations as set forth by the Board of Directors of Employer. Executive will report to the Board of Directors of Employer. Executive understands that Employer strictly disallows any unlawful practice and Executive is personally responsible for any such violation(s).

 

Satisfactory Performance of Duties

 

Section 2.07. The employment of Executive shall continue only as long as the services rendered by Executive are satisfactory to Employer, notwithstanding any other provision contained in this agreement. Employer shall be the sole judge as to whether the services of Executive are satisfactory. Executive agrees to obtain written permission from the Board of Directors before any major changes or any financial arrangement prior to implementation.

 

ARTICLE 3. COMPENSATION OF EMPLOYEE

 

Compensation

 

Section 3.01. Executive will be paid a salary of $96,000.00 per year, which is the sole discretion of the Board of Directors of Employer.

 

ARTICLE 4. PROPERTY RIGHTS OF THE PARTIES

 

Confidentiality

 

Section 4.01. Executive recognizes that Employer has and will have information regarding the following: products, samples, prices, costs, discounts, future plans, business affairs, trade secrets, technical matters, customers’ lists, customer account numbers, customer access codes, customer billing information, and other vital information (collectively “Information”) which is valuable, special and unique properties of Employer or customer. Executive agrees that Executive will not at any time (even after Executive ceases to be employed by Employer) or in any matter, either directly or indirectly, divulge, disclose, or communicate in any manner any Information to any third party without prior written consent of the Employer. Executive will protect the Information and treat it as strictly confidential even if Executive is no longer employed by Employer. A violation by Executive of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief. Any attorney’s fees incurred by Employer due to Executive’s violation of this section shall be at the expense of the Executive.

 

Soliciting Customers After Termination of Employment

 

Section 4.02. Executive acknowledges and agrees that the names and addresses of Employer’s customers constitute trade secrets of Employer and that the sale of unauthorized use or disclosure of any of Employer’s trade secrets obtained by Executive during Executive’s employment with Employer, either directly or indirectly (1) make known to any person, firm, or corporation the names or addresses of any of Employer’s customers or any other information pertaining to them; or (2) call on, solicit, or take away, or attempt to call on, solicit, or take away any of Employer’s customers on whom Executive called or with whom Executive became acquainted during Executive’s employment with Employer, either on Executive’s behalf or that of other person, firm, or corporation.

 

 

Ownership of Customer Records

 

Section 4.03. All records of the accounts of customers and any other records and books relating in any manner whatsoever to the customers of Employer, whether prepared by Executive or otherwise, shall be the exclusive property of Employer regardless of who actually purchased the original book or record.

 

ARTICLE 5. TERMINATION OF EMPLOYMENT

 

Term and Termination

 

Section 5.01. The term of this Agreement shall begin on January 1st, 2025, and shall continue for a period of one (1) year (Initial Term). The term of this Agreement shall automatically renew for successive one (1) year periods unless otherwise terminated as provided in this Agreement. Either party may request that this Agreement be renegotiated or terminated by giving written notice to the other party at least (90) day calendar days prior to the end of the initial term or any renewal thereof.

 

Return of Property

 

Section 5.02. Upon termination of this Agreement, Executive shall deliver all property (including keys, records, notes, data, memoranda, models, customer files and equipment) that is in Executive’s possession or under Executive’s control that is Employer’s property or related to Employer’s business.

 

ARTICLE 6. GENERAL PROVISIONS

 

Notices

 

Section 6.01. Any notices to be given by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of the date of mailing.

 

Arbitration

 

Section 6.02. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration with a neutral arbitrator, and judgment on the award rendered may be entered in any court having jurisdiction.

 

Attorneys’ Fees and Costs

 

Section 6.03. If any legal action is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. This provision shall be construed as applicable to the entire contract.

 

 

Entire Agreement

 

Section 6.04. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of Executive by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or biding. Any modification of this agreement will be effective only if it is in writing signed by the party to be charged.

 

Partial Invalidity

 

Section 6.05. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

 

Law Governing Agreement

 

Section 6.06. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

Executed on February 21, 2025, at El Monte, California.

 

	EMPLOYER
	MAISON SOLUTIONS INC.
	By:	/s/ John Jun Xu
	Name:	John Jun Xu
	Title:	Chief Executive Officer, Chairman and President
	EMPLOYEE
	/s/ Xi (Jacob) Cao
	XI (JACOB) CAO

 

 

Exhibit 99.1

 

 

 

Maison Solutions Appoints Jacob Cao as Chief Operating Officer

 

MONTEREY PARK, CA / ACCESS Newswire / February 27, 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 the appointment of Jacob Cao as its new Chief Operating Officer. In this role, Cao will oversee operating strategies with a focus on implementing new policies that aid Maison in its continued strategic expansion.

 

“We look forward to integrating Jacob into our executive team and leveraging his deep operational expertise across our entire portfolio,” said John Xu, Chief Executive Officer of Maison Solutions. “With our Lee Lee stores fully integrated into our financial statements, we’ll begin exploring synergistic growth opportunities that mutually benefit our stores in California and Arizona. As we advance our renovation efforts in the HK Good Fortune store, explore new strategic acquisition opportunities, and foster a streamlined grocery operation between the two states under a unified entity, we are confident that Jacob will play a pivotal role in enhancing our financial profile and brand presence.”

 

Cao brings over eight years of experience in the specialty grocery and catering industry. Most recently, he served as the Operations Manager at a Maison Solutions-owned entity in El Monte, California. Prior to that, Cao held multiple operational management roles within the grocery industry including LSK and Sonic Plus LLC.

 

“I am very excited to join the senior leadership team at Maison Solutions as we strive to further expand our presence in the specialty grocery store industry,” said Jacob Cao. “Having been with Maison Solutions since 2023 and witnessing the growth through its IPO and recent acquisition of Lee Lee Oriental Supermart, I look forward to working closely with the executive team to build upon the Company’s growth and momentum.”

 

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

 

v3.25.0.1

Cover	Feb. 21, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 2025
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

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