Welcome to our dedicated page for Maison Solutions SEC filings (Ticker: MSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Maison Solutions Inc. filings document a Delaware specialty grocery retailer with Class A common stock registered on Nasdaq and emerging growth company status. Its regulatory record includes Securities Act registration statements, current reports on material events, and periodic-report compliance filings covering retail operations, securities offerings, risk factors, and public-company reporting obligations.
The company’s 8-K filings disclose capital-structure actions such as reverse stock split authority and charter amendments, Nasdaq minimum bid price compliance matters, the sale of an ownership interest in HKGF Market of Arcadia, and proposed settlement terms for stockholder derivative litigation involving corporate governance reforms. Other filings address delayed Form 10-Q reporting and the company’s status as a smaller reporting company.
Maison Solutions Inc. entered a Formation, Subscription and Software Contribution Agreement to create a Hong Kong company, Maison AI Limited, focused on artificial-intelligence software for grocery retail and supply-chain applications. At closing, Maison’s subsidiary AZLL LLC will receive 200 of 222 ordinary shares, about 90.09%, for contributing software.
The contributed Drem merchandise-display system and WSYQR supply-chain system are valued at US$2,000,000. Hangzhou Shengxianbao Technology and Yiwu Yanghan E-Commerce will each buy 11 shares, about 4.96%, for US$110,000 each, paid in six monthly installments starting around September 1, 2026. Maison and its subsidiaries will keep a perpetual, non-exclusive, royalty-free license to use the software internally. Closing requires customary conditions, including incorporation, consents and a shareholders agreement, and may be terminated if not completed by March 31, 2027.
Maison Solutions Inc. announced that Nasdaq has confirmed the company regained compliance with the annual meeting requirement under Nasdaq Listing Rule 5620(a), and Nasdaq considers the matter closed. The company’s Class A common stock continues to be listed and traded on the Nasdaq Capital Market under the symbol MSS.
Nasdaq had previously notified the company on May 6, 2026 that it was not in compliance with Listing Rule 5620(a) because it had not held an annual meeting of stockholders within one year after its fiscal year ended April 30, 2026. The company held its Annual Meeting of Stockholders on July 22, 2026 and, after reporting voting results on July 23, 2026, received a July 24, 2026 letter from Nasdaq staff confirming that compliance had been regained.
Maison Solutions Inc. held its annual meeting of stockholders on July 22, 2026. Holders of Class A common stock had one vote per share and holders of Class B common stock had ten votes per share as of the June 22, 2026 record date.
Stockholders elected five directors to serve until the next annual meeting or until successors are duly elected and qualified: John Xu (3,813,233 votes for, 57,937 withheld, 425,110 broker non-votes), Alexandria M. Lopez (3,806,629 for, 64,541 withheld, 425,110 broker non-votes), Mark Willis (3,807,770 for, 63,400 withheld, 425,110 broker non-votes), Bin Wang (3,811,731 for, 59,439 withheld, 425,110 broker non-votes) and Dr. Xiaoxia Zhang (3,813,380 for, 57,790 withheld, 425,110 broker non-votes).
Stockholders also ratified the selection of Kreit & Chiu CPA LLP as independent certified public accountants for the fiscal year ending April 30, 2027, with 4,211,716 votes for, 79,093 against, 5,471 abstentions and no broker non-votes.
Maison Solutions Inc. approved and scheduled a 1-for-5 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on July 22, 2026, to help maintain compliance with Nasdaq’s $1.00 minimum bid price requirement.
Every five outstanding Class A shares will automatically combine into one share, with fractional shares rounded up. Class B shares held through Golden Tree USA Inc. will similarly combine from 300,000 to 60,000 shares. Authorized share counts and par values remain unchanged, and proportional adjustments will apply to outstanding equity-linked securities and stock incentive plans.
Maison Solutions Inc. disclosed that it has entered into and closed an Equity Purchase Agreement to sell its 91.67% equity interest in Super HK of El Monte, Inc. to DNL Management Inc. for $1.00.
The buyer acquired the stake on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of Super HK of El Monte, whether known or unknown and whether arising before, on, or after closing. The transaction closed on July 2, 2026, the same day the board approved the agreement.
For economic allocation between the parties, the sale is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026, although legal title transferred on the closing date. The agreement includes customary representations, warranties, and covenants and is filed as an exhibit.
Maison Solutions Inc. is divesting the assets and operations of its San Gabriel and Monrovia grocery stores under an Asset Purchase Agreement for an aggregate purchase price of $4,500,000, excluding inventory, allocated $2,250,000 to each location.
The buyers will pay for the store assets in a lump sum on or before December 31, 2026 if financing is funded by then, or through two secured promissory notes of $2,240,000 each bearing 10% annual interest starting January 1, 2027, with higher default interest on unpaid amounts after September 30, 2027.
Maison Solutions describes these stores as loss-generating and says the divestiture is part of a strategic realignment to reduce underperforming operations, improve operating efficiency and cash-flow, and refocus resources on higher-value opportunities in food retail, supply chain operations, and technology- and AI-enabled growth.
Stratton Arms Holding, LLC, a ten percent owner of Maison Solutions Inc., filed an initial ownership report on Class A Common Stock. It shows 1,040,000 shares held directly and 168,000 shares held indirectly through Amsterdam NYC Fund, LP as of the reported date.
All shares were acquired before the company’s initial public offering and have been adjusted for a 1-for-10 reverse stock split. The filing reflects ownership positions only and does not report any new purchases or sales.
Maison Solutions Inc. disclosed the initial holdings of major shareholder Golden Tree USA, Inc. in a Form 3. Golden Tree directly holds 224,000 shares of Class B Common Stock, which may be convertible into Class A Common Stock and were acquired before the company’s initial public offering, adjusted for a 1-for-10 reverse stock split.
Through its 100% ownership of Stratton Arms Holding, LLC, the general partner of Amsterdam NYC Fund, LP, Golden Tree is deemed to beneficially own 1,208,000 shares of Class A Common Stock, consisting of 1,040,000 shares held by Stratton and 168,000 shares held by Amsterdam.
Maison Solutions Inc. is asking stockholders to vote at its 2026 Annual Meeting on July 22, 2026 on two main items: electing five directors and ratifying Kreit & Chiu CPA LLP as auditor for the year ending April 30, 2027.
The company has 4,276,694 shares of common stock outstanding as of June 22, 2026, split into Class A (one vote per share) and Class B (ten votes per share). CEO John Xu controls a majority of voting power through Class B and related entities, so the company qualifies as a Nasdaq “Controlled Company” and relies on certain governance exemptions while maintaining three independent directors and standard board committees.
The proxy details related-party dealings with entities controlled by Xu and his spouse, including intercompany payables, product sales, and a $2.5 million acquisition of a supermarket. It also discloses modest cash-only executive pay in fiscal 2025, with base salaries of $180,000 for Xu and $120,000 for CFO Alexandria Lopez, and $50,000 annual retainers for each non-employee director. Audit fees to Kreit & Chiu CPA LLP were $458,223 in 2025.