Siyuan Ma v. iShopShops,Inc.

── Siyuan Ma v. iShopShops,Inc. ── Court: Court of Chancery of Delaware Date: April 17, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE CHRISTIAN DOUGLAS WRIGHT LEONARD L. WILLIAMS JUSTICE CENTER MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734 Date Submitted: March 6, 2026 Date Decided: April 17, 2026 Siyuan Ma, Stephen J. Kraftschik, Esquire 1400 Midvale Ave, 104 Andrew H. Meek, Esquire Los Angeles, CA 90024 Polsinelli PC 222 Delaware Ave., Suite 1101 Wilmington, DE 19801 Re: Siyuan Ma v. iShopShops, Inc., C.A. No. 2025-1499-CDW Dear Plaintiff and Counsel: Plaintiff Siyuan Ma demands inspection of certain books and records of defendant iShopShops, Inc. (“iShopShops”) under Section 220 of the Delaware General Corporation Law (“DGCL”).1 iShopShops objects to the inspection on several grounds, including that Ma does not have standing to inspect iShopShops’ books and records because she was not a stockholder when she filed the complaint. After careful review of the evidence and arguments the parties presented, I agree with iShopShops that Ma lacks standing to seek its books and records because she initiated this litigation after losing her 1 8 Del. C. §§ 101–398. C.A. No. 2025-1499-CDW April 17, 2026 Page 2 of 13 stockholder status. I recommend Ma’s inspection demand be denied on that basis. I. BACKGROUND The parties consented to a trial on a paper record without argument,2 so the following facts are as I find them based on the complaint,3 the answer,4 the parties’ pretrial briefs,5 and the exhibits submitted for the court’s consideration. A. The Key Players Ma is a former stockholder and employee of iShopShops.6 iShopShops is a Delaware corporation with its principal place of business in New York City.7 iShopShops operates an e-commerce platform specializing in live-stream shopping experiences, primarily for the sale fashion, luxury retail, and pre- owned goods.8 2 See Dkt. 13. 3 Verified Compl., Dkt. 1 (“Compl.”). 4 Def. iShopShops, Inc.’s Original Ans., Dkt. 16 (“Ans.”). 5 Pl.’s Opening Br., Dkt. 17 (“Opening Br.”); Def.’s Answering Pretrial Br., Dkt. 20 (“Answering Br.”). 6 Compl. ¶ 1; Ans. ¶ 1 (admitting plaintiff was a stockholder); see Opening Br. 1 (claiming Ma is “co-founder and senior operational executive”). 7 Ans. ¶ 2. 8 Answering Br. Ex. 10 (“Info Statement”) at 1. -2- C.A. No. 2025-1499-CDW April 17, 2026 Page 3 of 13 Komehyo Holdings Co., Ltd. (“Komehyo”) is a Japanese company that primarily engages in the secondhand fashion business.9 Komehyo indirectly acquired iShopShops in December 2025 through its wholly owned subsidiary, Komehyo Merger Sub, Inc. (“Merger Sub”), a single purpose entity Komehyo formed for the sole purpose of acquiring iShopShops.10 B. Komehyo Acquires iShopShops On November 25, 2025, Komehyo, Merger Sub, iShopShops, and Liyia Wu, iShopShops’ stockholder representative,11 entered into an Agreement and Plan of Merger (“Merger Agreement”).12 Under the Merger Agreement, Komehyo would pay off iShopShops’ outstanding debt and, in exchange, iShopShops would combine with Merger Sub and cancel all outstanding and capital stock.13 As a result, all of iShopShops’ stockholders would lose any ownership interest in the surviving entity.14 On December 2, iShopShops distributed an information statement to its stockholders that attached the Merger Agreement and described (1) the Merger 9 Id. 10 Id.