Maison Solutions Inc. Forms Hong Kong AI Company, Contributes $2M Software

What Happened

• Maison Solutions Inc. (MSS) announced on July 22, 2026 that its wholly owned subsidiary AZLL LLC entered a Formation, Subscription and Software Contribution Agreement to create a new Hong Kong private company, proposed name Maison AI Limited, to develop AI software for grocery retail and supply-chain applications.
• At closing, the New Company will issue 222 ordinary shares: AZLL will subscribe for 200 shares (≈90.09%) in exchange for MSS’s Drem merchandise‑display system and WSYQR supply‑chain system, valued at US$2,000,000; two cash subscribers (Hangzhou Shengxianbao Technology Co., Ltd. and Yiwu Yanghan E‑Commerce Firm) will each subscribe for 11 shares (≈4.96% each) for US$110,000 apiece (US$220,000 total).

Key Details

• Contribution value: Software valued at US$2,000,000 in exchange for ~90.09% ownership by AZLL (MSS subsidiary).
• Cash subscriptions: Two outside subscribers to pay US$110,000 each, payable in six monthly installments starting on or about Sept 1, 2026.
• Licensing: MSS and its subsidiaries retain a perpetual, non‑exclusive, royalty‑free internal license to use the contributed Software.
• Conditions and timing: Closing is subject to customary conditions (incorporation, approvals, release of any liens, execution of a shareholders agreement). The Formation Agreement may be terminated if Closing does not occur by March 31, 2027; the shareholders agreement is not yet executed.

Why It Matters

• This transaction creates a majority‑owned vehicle (Maison AI Limited) focused on commercializing MSS’s AI retail and supply‑chain software while preserving MSS’s internal use rights. Investors should note the $2.0M in‑kind contribution represents the primary consideration for controlling interest and that outside investors provide only US$220k in cash.
• Key near‑term items to watch: whether the closing conditions are met (including any lien releases and execution of the shareholders agreement), the timing of cash installment payments beginning Sept 1, 2026, and any future disclosures about the New Company’s plans, revenues or capital needs.