Maison Solutions Inc.

Store Name · Location · Gross Sq. Ft. · Lease End Date (including all renewal options)

Good Fortune Supermarket of San Gabriel, LP · 137 S. San Gabriel Blvd., San Gabriel, CA, 91776 · 25,638 · 11/30/2030

Good Fortune Supermarket of Monrovia, LP · 935 W. Duarte Road, Monrovia, CA, 91016 · 25,320 · 8/31/2055

GF Supermarket of MP, Inc. (Acquisition on 6/30/2022) · 127 N. Garfield Avenue, Monterey Park, CA 91732 · 31,716 · 5/1/2028

Lee Lee – Peoria Store · 7575 W. Cactus Road, Peoria, AZ 85381 · 60,080 · 1/31/2044

Lee Lee – Chandler Store · 2025 N. Dobson Road, Chandler, AZ 85224 · 52,224 · 2/8/2049

Lee Lee – Tucson Store · 1990 Orange Grove Road, Tucson, AZ 85704 · 51,422 · 12/31/2050

We believe that our facilities are sufficient for our current needs and operations. For more information on the Company’s leases, please refer to Note 13 — “Leases” in the notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

• Economic conditions that impact consumer spending could materially affect our business.
• Our inability to maintain or increase our operating margins could adversely affect the price of our Class A common stock.
• We may be unable to protect or maintain our intellectual property, including HK Good Fortune, which could result in customer confusion and adversely affect our business.
• Our success depends upon our ability to source and market new products to meet our high standards and customer preferences and our ability to offer our customers an aesthetically pleasing shopping environment.
• If we are unable to successfully identify market trends and react to changing consumer preferences in a timely manner, our sales may decrease.
• Our stores rely heavily on sales of perishable products, and product supply disruptions may have an adverse effect on our profitability and operating results.
• Products we sell could cause unexpected side effects, illness, injury or death that could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and damage to our reputation.
• We may experience negative effects to our reputation from real or perceived quality or health issues with our food products, which could have an adverse effect on our operating results.
• The current geographic concentration of our stores creates an exposure to local economies, regional downturns or severe weather or catastrophic occurrences that may materially and adversely affect our financial condition and results of operations.
• Energy costs are an increasingly significant component of our operating expenses and increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.
• Our business could be harmed by a failure of our information technology, administrative or outsourcing systems.
• If we experience a data security breach and confidential customer information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.
• Disruption of any significant supplier relationship could negatively affect our business.
• Our reliance on relatively few vendors for the majority of our inventory could adversely affect our ability to operate.
• Supply chain risks may affect our business plans.
• Our high level of fixed lease obligations could adversely affect our financial performance.
• If we are unable to renew or replace current store leases or if we are unable to enter into leases for additional stores on favorable terms, or if one or more of our current leases is terminated prior to expiration of its stated term, and we cannot find suitable alternate locations, our growth and profitability could be negatively impacted.
• Legal proceedings could materially impact our business, financial condition and results of operations.
• We are currently subject to certain class action and derivative litigation and may be subject to other litigation in the future.
• Claims under our insurance plans may differ from our estimates, which could materially impact our results of operations.
• Failure to sustain customer growth or failure to maintain customer relationships could materially and adversely affect our business and operating results.
• Failure to retain our senior management and other key personnel could negatively affect our business.
• If we are unable to attract, train and retain employees, we may not be able to grow or successfully operate our business.
• Prolonged labor disputes with employees and increases in labor costs could adversely affect our business.
• As we grow, we may face organized labor disputes or work stoppages, which could have an adverse impact on our operations and financial results.
• We will require significant additional capital to fund our expanding business, which may not be available to us on satisfactory terms or at all, and even if it is available, failure to use our capital efficiently could have an adverse effect on our profitability.
• We may incur additional indebtedness in the future, which could adversely affect our financial health and our ability to react to changes to our business.
• We are dependent on third-party e-commerce platforms and on third-party networks.
• Risks Related to Regulatory Compliance and Legal Matters
• Changes in U.S. trade policies could have a material adverse impact on our business.
• Changes in and enforcement of immigration laws could increase our costs and adversely affect our ability to attract and retain qualified store-level employees.
• We, as well as our vendors, are subject to numerous federal, and local laws and regulations and our compliance with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, raise regulatory enforcement risks that were not presented in the past, or otherwise adversely affect our business, results of operations and financial condition.
• The effects of global climate change could present risks to our business.
• Risks Related to Ownership of Our Class A Common Stock
• The market for our Class A common stock is new, and we cannot assure you that an active trading market will develop for our Class A common stock.
• If our stock price declines, you could lose a significant part of your investment, and we may be sued in a securities class action.
• Future sales, or the perception of future sales, of our Class A common stock may depress the price of our Class A common stock.
• We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.
• Our management has limited experience managing a public company and our current resources may not be sufficient to fulfill our public company obligations.
• Our CEO, John Xu, has substantial control over us and has the ability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability to influence corporate matters and may result in actions that you do not believe to be in our interests or your interests.
• We do not intend to pay cash dividends on our Class A common stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.
• If securities or industry analysts do not publish or cease publishing research or reports about our business or our market, or if they adversely change their recommendations regarding our Class A common stock, or if our operating results do not meet their expectations, the stock price and/or trading volume of our Class A common stock could decline.
• Our amended and restated Certificate of Incorporation contains anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares of Class A common stock at a premium.
• Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions, which could limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.
• Our future operating results may fluctuate significantly, and our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results could affect our stock price in the future.
• Limitation of liability and indemnification of officers and directors could adversely impact investors’ ability to bring claims against them.
• Sales, or the perception of sales, of shares of our Class A common stock by us or our existing stockholders in the public market could adversely affect the market price of our Class A common stock and our ability to raise additional equity capital.
• If we are unable to continue to meet the Nasdaq Capital Market rules for continued listing, our Class A common stock could be delisted.
• We may become subject to “penny stock” rules, which could damage our reputation and the ability of investors to sell their shares of Class A common stock.
• The financial and operational projections that we may make from time to time are subject to inherent risks.
• If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.
• We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate this material weakness or otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results and may adversely affect investor confidence and business operations.
• If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results and the market price of our securities may be adversely affected.
• We are a “Controlled Company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may, and intend to, rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
• The dual class structure of our common stock will have the effect of concentrating voting power with our CEO John Xu and his affiliates, which may depress the market value of the Class A common stock and will limit a stockholder or a new investor’s ability to influence the outcome of important transactions, including a change in control.
• We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our securities less attractive to investors.