UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from ______ to ______
Commission File Number: 001-41720
Maison Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 84-2498797 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| 127 N Garfield Avenue Monterey Park, California | | 91754 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (626) 737-5888
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 |
Securities registered pursuant to Section 12(g)
of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark 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. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act): Yes ☐ No ☒
As of August 28, 2025, the number of shares
of the registrant’s Class A common stock, $0.0001 par value, outstanding was 17,450,476 shares, and the number of shares of
Class B common stock, $0.0001 par value, outstanding was 2,240,000 shares.
Documents Incorporated by Reference
None.
Explanatory Note
This Form 10-K/A is being filed as an amendment (the “Amendment”)
to the Annual Report on Form 10-K filed by Maison Solutions Inc. (the “Company”) with the Securities and Exchange Commission
(the “SEC”) on August 14, 2025 (the “Original Filing”). This Amendment is being filed to include the information required
by Items 10 through 14 of Part III of Form 10-K. We previously omitted this information from our Original Filing in reliance on General
Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Original Filing by
reference to our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing
this Amendment to provide the information required in Part III of Form 10-K because we may not file a definitive proxy statement containing
that information within 120 days after the end of the fiscal year covered by our Original Filing.
This Amendment amends
and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of our Original Filing. The cover page of our Original Filing
is also amended to delete the reference to the incorporation by reference of portions of our definitive proxy statement into Part
III of the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), Item 15 of Part IV of the Original Filing is hereby amended to include additional exhibits, including
(i) Exhibits 31.1 and 31.2, new certifications by the Company’s Principal Executive Officer and Principal Financial Officer
pursuant to Rule 13a-14(a) under the Exchange Act and (ii) Exhibits 10.29 and 10.30 to reflect amended employment agreements entered into by the Chief Executive
Officer and the Chief Financial Officer.
Except as described above, this Amendment does not amend any other
information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any subsequent events.
Accordingly, this Amendment should be read in conjunction with our Original Filing and with our filings with the SEC subsequent to the
Original Filing.
Table of Contents
| |
|
Page |
| |
PART III |
|
| Item 10. |
Directors, Executive Officers and Corporate Governance |
1 |
| Item 11. |
Executive Compensation |
5 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
8 |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
9 |
| Item 14. |
Principal Accountant Fees and Services |
11 |
| |
PART IV |
|
| Item 15. |
Exhibits and Financial Statement Schedules |
12 |
| Item 16. |
Form 10-K Summary |
14 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
Set forth below is information
concerning our current executive officers and directors.
| Name |
|
Age |
|
Position(s) |
| John Xu |
|
48 |
|
President and Chief Executive Officer and Chairman of the Board |
| Alexandria M. Lopez |
|
40 |
|
Chief Financial Officer and Director |
| Mark Willis |
|
68 |
|
Director |
| Bin Wang |
|
67 |
|
Director |
| Dr. Xiaoxia Zhang |
|
55 |
|
Director |
| Xi (Jacob) Cao |
|
38 |
|
Chief Operating Officer |
There are no family relationships
between our executive officers and members of our Board.
Backgrounds of Current Executive Officers
and Directors
Set forth below is information
concerning our current executive officers and directors identified above.
John Xu has served
as Director, President and Chief Executive Officer of the Company since 2019. Mr. Xu has served as Director and President of J&C International
Group LLC, a cross-border investment firm since 2013. From 2009 to 2020, Mr. Xu also served as Director and President of Ideal City Realty,
LLC, a real estate investment firm. Mr. Xu has extensive experience in business operations, investment and strategic management and retail
enterprises, with a keen market sense and deep understanding of cross-border investment environment.
We believe Mr. Xu’s
qualifications to serve on our board of directors include his perspective and experience building and leading our Company as the founder
and Chief Executive Officer and his extensive experience in business, strategic development and implementation.
Alexandria M. Lopez
has served as a member of our board of directors and has been the Chief Financial Officer of the Company since 2019. Ms. Lopez previously
served as Chief Financial Officer and Vice President of J&C International Group LLC, a position she has held from 2014 to 2023. Ms.
Lopez has over 10 years of financial and accounting experience. Ms. Lopez received a B.A. in Accounting from the University of Phoenix.
We believe Ms. Lopez’s
qualifications to serve on our board of directors include her knowledge of our Company and her extensive management experience at our
Company.
Mark Willis has served
as a member of our board of directors since June 2023. Mr. Willis is the founder and Chief Executive Officer of ParQuest Consulting, which
he founded in 2015. Mr. Willis previously served as a member of the transition team of New York City Mayor Eric Adams from 2021 to 2022.
Prior to these roles, Mr. Willis served in various roles at Morgan Stanley Wealth Management from 1998 to 2015. Mr. Willis has a BBA in
Finance and Investments from Baruch College and an MBA with a concentration computer methodology from the Baruch College Graduate School
of Business.
We believe Mr. Willis’s
qualifications to serve on our board of directors include his substantial experience in business management and finance as well as his
expertise and resources in financial services.
Bin Wang has served
as a member of our board of directors since June 2023. Mr. Wang is the Managing Director of Eon Capital International Ltd, a Hong Kong-incorporated
corporate advisory service company since 2007. Mr. Wang also serves as a member of the board of directors of Fly-E Group, Inc. (NASDAQ:
FLYE) since May 2024. He also acted as the Chairman and Chief Executive Officer of Alberton Acquisition Corp. (ALAC), a NASDAQ listed
company from 2018 to 2020. From 2010 to 2012, he served as Independent Board Director of Sky Digital Stores Corp. (SKYC), participating
in the company’s a public listing process. Mr. Wang began his financial career in 1994 with Chemical Bank, as market segment manager
for developing the bank’s commercial banking business in the US domestic Asian market. He then served as Vice President and Team
Leader of Chase International Financial Services after Chemical Bank’s merger into Chase in 1996 and later combination into JP Morgan
Chase in 2000. He continued his service at JP Morgan Chase with a broad range of management responsibilities in the development and growth
of the bank’s international business until 2006. Mr. Wang graduated from Northwestern Polytechnic University in 1980, received his
M.S. degree in Mechanical Engineering from Xi’an Jiaotong University in 1983 and he obtained his M.A. in economics from Illinois
State University in 1992. Mr. Wang has over 30 years of management experience in financial industry and has provided his financial advisory
services to dozens of corporate clients in both the United States and Asia.
We believe Mr. Wang’s
qualifications to serve on our board of directors include his substantial experience in business management as well as his expertise and
resources in financial services.
Dr. Xiaoxia Zhang has
served as a member of our board of directors since June 2023. Dr. Zhang serves as a consultant for a number of Chinese companies with
U.S. operations, focusing on strategy, resourcing, technology and supply chain management. Her clients include Yangfang Shengli Catering,
which she helped to grow from its origins as a street vendor to a full-industry-chain company that specializes in hala catering, food
processing, packaging, central kitchen and restaurants, and to expand its footprint in the New York and California markets. Dr. Zhang
also advises Shanxi Hongtong Fenghe Agroforestr, where she helped to develop its signature product, “Yulu Fragrant Pear”,
which is known as the “King of Chinese Pears” and to streamline the company’s supply chain process, increasing company
efficiency and profitability. Dr. Zhang also serves as Deputy Director at Renmin University of China Lifelong Learning Center, a position
she has held since 2014. She previously served as Chairwoman at Zhongguancun Dongsheng New Urbanization Industry Alliance from 2016 to
2020 and Vice Dean at Tianjin Bohai Urban Development Research Institute from 2011 to 2021. Dr. Zhang received her Doctoral Degree in
environment science from Peking University in 2004.
We believe Dr. Zhang’s
qualifications to serve on our board of directors include her substantial experience in consulting and supply chain management and development
as well as her experience with growth stage companies.
Xi (Jacob) Cao has
served as our Chief Operating Officer since February 21, 2025. Mr. Cao 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.
Board of Directors
Board Composition
Our business and affairs are
managed under the direction of our board of directors (the “Board”). Our Amended and Restated Bylaws provide that our board
of directors shall consist of a number of directors to be fixed from time to time by the board. Our Board currently consists of five directors,
of which Bin Wang, Mark Willis and Dr. Xiaoxia Zhang qualify as independent directors under the corporate governance standards of Nasdaq
and the independence requirements of Rule 10A-3 under the Exchange Act. Members of our Board will be elected at our annual meeting of
stockholders to hold office until their successors have been elected and qualified, subject to prior death, resignation, disqualification
or removal from office. The Board met 4 times and approved 4 written consents during the fiscal year ended April 30, 2025.
Controlled Company
We are a “Controlled
Company” as defined under the Nasdaq Stock Market Rules because, and as long as, Mr. John Xu, our Chairman and Chief Executive Officer,
holds more than 50% of the Company’s voting power, he will exercise control over the management and affairs of the company and matters
requiring stockholder approval, including the election of the Company’s directors. Mr. Xu, who controls more than 50% of the voting
power of our outstanding capital stock, has the ability to control the outcome of matters submitted to our stockholders for approval,
including the election of our directors, as well as the overall management and direction of our Company. For so long as we remain a Controlled
Company under that definition, we are permitted to elect, and intend, to rely on certain exemptions from corporate governance rules of
Nasdaq, including:
| ● | an exemption from the rule that a majority of our board of
directors must be independent directors; |
| ● | an exemption from the rule that the compensation of our chief
executive officer must be determined or recommended solely by independent directors; and |
| ● | an exemption from the rule that our director nominees must
be selected or recommended solely by independent directors. |
Committees of the Board of Directors
Our Board has established
an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee member has been appointed
by the Board to serve until his or her successor is elected and qualified, unless he or she is earlier removed or resigns.
Audit Committee
Our audit committee consists
of Dr. Xiaoxia Zhang, Bin Wang and Mark Willis. The Board has determined that each of the members of the audit committee satisfy the independence
requirements of the Nasdaq corporate governance standards and Rule 10A-3 under the Exchange Act and is financially literate (as defined
under the rules of Nasdaq). In arriving at this determination, the Board has examined each audit committee member’s scope of experience,
the nature of their prior and/or current employment and all other factors determined to be relevant under the rules and regulations of
Nasdaq and the SEC.
Bin Wang serves as the chair
of the audit committee. The Board has determined that Bin Wang qualifies as an audit committee financial expert within the meaning of
SEC regulations and meets the financial sophistication requirements of the Nasdaq rules. In making this determination, the Board has considered
formal education and previous professional experience in financial roles. Both the Company’s independent registered public accounting
firm and management will periodically meet privately with the audit committee members.
The audit committee has responsibility
for, among other things:
| ● | overseeing management’s maintenance of the reliability
and integrity of our accounting policies and financial reporting and our disclosure practices; |
| ● | overseeing management’s establishment and maintenance
of processes to assure that an adequate system of internal control is functioning; |
| ● | overseeing management’s establishment and maintenance
of processes to assure our compliance with all applicable laws, regulations and corporate policies; |
| ● | reviewing our annual and quarterly financial statements prior
to their filing and prior to the release of earnings; and |
| ● | reviewing the performance of the independent accountants and
making recommendations to the board of directors regarding the appointment or termination of the independent accountants and considering
and approving any non-audit services proposed to be performed by the independent accountants. The audit committee has the power to investigate
any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. |
Our Board has adopted a written
charter for our audit committee, which is available on our corporate website at www.maisonsolutionsinc.com.
The audit committee met 4 times and approved 4 written consents during the fiscal year ended April 30, 2025. The composition and function of the audit committee
complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. The Company
will comply with future requirements to the extent they become applicable to the Company.
Compensation Committee
Our compensation committee
consists of Mark Willis, Bin Wang and Dr. Xiaoxia Zhang. The Board has determined that each of the members of nominating and corporate
governance committee satisfy the independence requirements of Nasdaq and the SEC. Mark Willis serves as the chair of the compensation
committee. The functions of the compensation committee include, among other things:
| ● | reviewing our compensation practices and policies, including
equity benefit plans and incentive compensation; |
| ● | reviewing key employee compensation policies |
| ● | monitoring performance and compensation of our employee-directors,
officers and other key employees; and |
| ● | preparing recommendations and periodic reports to the board
of directors concerning these matters. |
Our Board has adopted a written
charter for our compensation committee, which is available on our corporate website at www.maisonsolutionsinc.com.
The compensation committee
met 0 times and approved 0 written consents during the fiscal year ended April 30, 2025. The composition and function of the compensation
committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.
The Company will comply with future requirements to the extent they become applicable to the Company.
Nominating and Corporate Governance Committee
Our nominating and corporate
governance committee consists of Bin Wang, Mark Willis and Dr. Xiaoxia Zhang. The Board has determined that each of the members of nominating
and corporate governance committee satisfy the independence requirements of Nasdaq and the SEC. Bin Wang serves as the chair of the nominating
and corporate governance committee. The functions of the nominating and corporate governance committee include, among other things:
| ● | making recommendations as to the size, composition, structure,
operations, performance and effectiveness of the board of directors; |
| ● | establishing criteria and qualifications for membership on
the board of directors and its committees; |
| ● | assessing and recommending to the board of directors strong
and capable candidates qualified to serve on the board of directors and its committees; |
| ● | developing and recommending to the board of directors a set
of corporate governance principles; and |
| ● | considering and recommending to the board of directors other
actions relating to corporate governance. |
Our Board has adopted a written
charter for our nominating and corporate governance committee, which is available on our corporate website at www.maisonsolutionsinc.com.
The nominating and corporate
governance committee met 4 times and approved 4 written consents during the fiscal year ended April 30, 2025. The composition and function
of the nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable
SEC and Nasdaq rules and regulations. The Company will comply with future requirements to the extent they become applicable.
Code of Ethics
Our Board has adopted a code of ethics that establishes
the standards of ethical conduct applicable to all of our directors, officers, employees, consultants and contractors. The code of ethics
addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company
funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of ethics,
employee misconduct, conflicts of interest or other violations. Our code of ethics is publicly available on our website at www.maisonsolutionsinc.com.
Any waiver of our code of ethics with respect to our directors, executive officers or other principal financial officers may only be authorized
by our board of directors and will be disclosed as required by applicable law and the listing rules of Nasdaq.Clawback Policy
Our Board has adopted a clawback
policy (the “Clawback Policy”) in compliance with the SEC’s rules and regulations and the Nasdaq listing standards.
Our Clawback Policy requires the repayment of certain cash and equity-based incentive compensation provided to current or former
executive officers in connection with a restatement of financial statements if such compensation exceeds the amount that the executive
officers would have received based on the restated financial statements. A copy of our Clawback Policy is included as Exhibit 97.1 to
this Annual Report on Form 10-K/A.
ITEM 11. EXECUTIVE COMPENSATION
Director Compensation
The following table sets forth
information concerning the compensation of each person who served as a non-employee director of the Company during the year ended April
30, 2025.
| Name | |
Fees Earned
or Paid in Cash
($) | | |
All Other
Compensation
($) | | |
Total
($) | |
| Mark Willis | |
| 50,000 | | |
| | | |
| 50,000 | |
| Bin Wang | |
| 50,000 | | |
| | | |
| 50,000 | |
| Dr. Xiaoxia Zhang | |
| 50,000 | | |
| | | |
| 50,000 | |
Director Service Agreements
In connection with the election
as our directors, each of our current non-employee directors (including the independent directors) has entered into a standard director
service agreement (the “Director Service Agreements”) with us, pursuant to which (a) such director will be entitled to annual
cash retainers and/or equity incentive plans (which have yet to be established), (b) we agreed to indemnify our directors to the fullest
extent authorized in our governing documents and applicable law, and such indemnity only applies if the director acted honestly and in
good faith with a view to our best interests and, in the case of criminal proceedings, we had no reasonable cause to believe that the
director’s conduct was unlawful; and (c) the directorship term will expire at the next annual stockholders meeting, subject to earlier
extraordinary events. Pursuant to the Director Service Agreements, our current non-employee directors received an annual cash retainer
of $50,000 paid quarterly in arrears. Directors who are employees of our Company do not receive additional compensation for service as
members of either our Board or its committees.
Executive Compensation
This section discusses the
material components of the executive compensation program for our executive officers who are named in the section titled “Summary
Compensation Table” below. The table summarizes the compensation paid to our principal executive officer and each of our other named
executive officers determined under 402(m)(2) of Regulation S-K during 2025 and 2024. We refer to these individuals as our “named
executive officers.” In fiscal years ended April 30, 2025 and 2024, our named executive officers and their positions were as follows:
| ● | John Xu, our President and Chief Executive Officer; |
| ● | Alexandria M. Lopez, our Chief Financial Officer; |
| ● | Xi (Jacob) Cao, our Chief Operating Officer; and |
| ● | Tao Han, our Former Chief Operating Officer. |
Summary Compensation Table
The following table sets forth
certain information concerning the annual compensation of our Chief Executive Officer and our other named executive officers during the
last two fiscal years.
Name and principal position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock
awards
($) | | |
Option
awards
($) | | |
Nonequity
incentive plan compensation
($) | | |
Nonequity
incentive plan
compensation
($) | | |
All other
compensation
($) | | |
Total
($) | |
| (a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | | |
(i) | | |
(j) | |
| John Xu, | |
| 2025 | | |
| 180,000 | (1) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 180,000 | |
President and
Chief Executive Officer | |
| 2024 | | |
| 143,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 143,000 | |
| Alexandria M. Lopez, | |
| 2025 | | |
| 120,000 | (2) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 120,000 | |
| Chief Financial Officer | |
| 2024 | | |
| 106,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 106,000 | |
| Xi (Jacob) Cao(3) | |
| 2025 | | |
| 96,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 96,000 | |
Chief Operating
Officer | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Tao Han(4) | |
| 2025 | | |
| 86,400 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 86,400 | |
Former Chief Operating
Officer | |
| 2024 | | |
| 86,400 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 86,400 | |
| (1) | On August 28, 2025, Mr. Xu entered into an amendment to his
employment agreement, which increased his base salary to $180,000, effective January 25, 2025. |
| | |
| (2) | On August 28, 2025, Ms. Lopez entered into an amendment to
her employment agreement, which increased her base salary to $120,000, effective January 25, 2025. |
| | |
| (3) | Xi Cao became Chief Operating Officer of the Company, effective
February 21, 2025. |
| | |
| (2) | Tao Han resigned as Chief Operating Officer of the Company,
effective February 21, 2025. |
Policies and Practices Related to the
Grant of Certain Equity Awards.
We
do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release
of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive
compensation. While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or
similar option-like instruments to our named executive officers, historically, including during fiscal 2025, our compensation committee
has not granted such awards. In certain circumstances, including the hiring or promotion of an officer, the compensation committee may
approve grants to be effective at other times.
Employment Agreements
We have entered into employment
agreements with each of our named executive officers that generally set forth the terms and conditions of employment. The material terms
of the employment agreements with each of our named executive officers are described below.
John Xu Employment Agreement
We entered into an employment
agreement with Mr. Xu on October 1, 2021 to serve as the Company’s Chief Executive Officer. Mr. Xu’s employment agreement
provides for his service as the Company’s Chief Executive Officer for an unspecified term and on an at-will basis. Pursuant to his
employment agreement, Mr. Xu is entitled to an annual base salary of $143,000. If Mr. Xu 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. Xu’s
employment agreement also provides for certain non-compete and non-solicitation covenants. The term of Mr. Xu’s employment agreement
began on October 1, 2021 for an initial period of three year, and automatically renews for successive three-year periods unless otherwise
terminated. On August 28, 2025, Mr. Xu entered into an amendment to his employment agreement, which increased his base salary to $180,000,
effective January 25, 2025.
Alexandria M. Lopez Employment Agreement
We entered into an employment
agreement with Ms. Lopez on October 1, 2021 to serve as the Company’s Chief Financial Officer. Ms. Lopez’s employment agreement
provides for her service as the Company’s Chief Financial Officer for an unspecified term and on an at-will basis. Pursuant to her
employment agreement, Ms. Lopez is entitled to an annual base salary of $106,000. If Ms. Lopez violates the terms of her employment agreement,
the Company may terminate her employment without notice and with one-month salary as compensation and as her exclusive remedy. Ms. Lopez’s
employment agreement also provides for certain non-compete and non-solicitation covenants. The term of Ms. Lopez’s employment agreement
began on October 1, 2021 for an initial period of one year, and automatically renews for successive one-year periods unless otherwise
terminated. On August 28, 2025, Ms. Lopez entered into an amendment to her employment agreement, which increased her base salary to $120,000,
effective January 25, 2025.
Tao Han Employment Agreement
We entered into an employment agreement with Mr. Han
on October 1, 2021 to serve as the Company’s Chief Operating Officer. Mr. Han’s employment agreement provides for
his service as the Company’s Chief Operating Officer for an unspecified term and on an at-will basis. Pursuant to his employment
agreement, Mr. Han was entitled to an annual base salary of $86,400. If Mr. Han violated the terms of his employment agreement,
the Company was permitted to terminate his employment without notice and with one-month salary as compensation and as his exclusive
remedy. Mr. Han’s employment agreement also provided for certain non-compete and non-solicitation covenants. The
term of Mr. Han’s employment agreement began on October 1, 2021 for an initial period of one year, and automatically renewed
for successive one-year periods unless otherwise terminated. On February 21, 2025, Tao Han notified the Company of his resignation
as Chief Operating Officer of the Company, effective immediately. Mr. Han’s resignation was 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.
Xi (Jacob) Cao Employment Agreement
We entered into an employment
agreement with Mr. Cao on February 21, 2025 to serve as the Company’s Chief Operating Officer. Mr. Cao’s employment agreement
provides for his service as the Company’s Chief Operating Officer begging on February 21, 2025 for an initial period of one year,
and automatically renews for successive one-year periods unless otherwise terminated 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.
Outstanding Equity Awards at Fiscal Year-End;
Option Exercises and Stock Vested
None of our named executive
officers have ever held options to purchase interests in it or other awards with values based on the value of its interests.
Limitation on Liability and Indemnification
Matters
We have entered into indemnification
agreements with our directors and officers that contain provisions that limit their personal liability for monetary damages. Consequently,
our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties.
With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’
fees, judgments, fines and settlement amounts incurred by any of our directors in any action or proceeding. We believe that these indemnification
agreements are necessary to attract and retain qualified persons as directors. We also maintain directors’ and officers’ liability
insurance.
Our amended and restated bylaws
provide that we shall advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit
us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions
in that capacity regardless of whether we would otherwise be permitted to indemnify him or her.
The limitation of liability
represented by the indemnification agreements and the indemnification provisions in our amended and restated bylaws may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duty of care. They may also reduce the likelihood of derivative
litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further,
a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against
directors and officers. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees
for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth
information as of August 28, 2025 regarding the beneficial ownership of our Class A and Class B common stock by:
| ● | each person known by us to beneficially own more than 5% of
our common stock; |
| ● | each of our named executive officers; |
| ● | each of our directors; and |
| ● | all of our executive officers and directors as a group. |
Beneficial ownership for the
purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that
a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or
direct the disposition thereof or have the right to acquire such powers within 60 days. We have based percentage ownership of our common
on 17,450,476 shares of our Class A common stock and 2,240,000 shares of our Class B common stock outstanding as of August 28, 2025. Unless noted otherwise,
the corporate address of each person listed below is 127 N Garfield Avenue, Monterey Park, California 91754.
| | |
Common Stock Beneficially Owned | |
| | |
Class A | | |
Class B | | |
% of | |
| Name of Beneficial Owner | |
Shares | | |
% | | |
Shares | | |
% | | |
Voting Power | |
| 5% Stockholders: | |
| | |
| | |
| | |
| | |
| |
| Stratton Arms Holding, LLC(1) | |
| 10,400,000 | | |
| 59.60 | % | |
| - | | |
| - | | |
| 26.10 | % |
| Amsterdam NYC Fund, LP(2) | |
| 3,200,000 | | |
| 18.34 | % | |
| - | | |
| - | | |
| 8.03 | % |
| Golden Tree USA, Inc(3) | |
| - | | |
| - | | |
| 2,240,000 | | |
| 100 | % | |
| 56.21 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Executive Officers and Directors: | |
| | | |
| | | |
| | | |
| | | |
| | |
| John Xu(4) | |
| 10,400,000 | | |
| 59.60 | % | |
| 2,240,000 | | |
| 100 | % | |
| 82.31 | % |
| Alexandria M. Lopez | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Xi (Jacob) Cao | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Bin Wang | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Dr. Xiaoxia Zhang | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Mark Willis | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Executive Officers and Directors as a group (6 persons) | |
| 10,400,000 | | |
| 59.60 | % | |
| 2,240,000 | | |
| 100 | % | |
| 82.31 | % |
| (1) | Stratton Arms Holding, LLC owns 42.5% of the partnership interest of Amsterdam NYC Fund, LP and acts as
the general partner of Amsterdam NYC Fund, LP. Stratton Arms Holding, LLC is deemed to be the beneficial owner of 3,200,000 Class A common
stock held indirectly through its ownership in Amsterdam NYC Fund, LP. The address of Stratton Arms Holding, LLC is 3901 Main Street Ste
501, Flushing, NY 11354. |
| (2) | The address of Amsterdam NYC Fund, LP is 3901 Main Street Ste 501, Flushing, NY 11354. |
| (3) | The address of Golden Tree USA, Inc is 3901 Main Street Ste 501, Flushing, NY 11354. |
| (4) | John Xu is 100% owner of Stratton Arms Holding, LLC and Golden Tree USA, Inc. John Xu has sole voting
and dispositive power over the shares owned by Stratton Arms Holding, LLC and Golden Tree USA, Inc. John Xu is the Chairman of the Board
and Chief Executive Officer of the Company. |
Securities Authorized for Issuance Under Equity
Compensation Plans
The following table provides
information as of April 30, 2025, with respect to all of our compensation plans under which equity securities are authorized for issuance.
As of April 30, 2025, there have been no shares issued under our 2023 Stock Incentive Plan.
| |
Number of
Securities
To Be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights | | |
Weighted
Average
Exercise
Price of Outstanding
Options, Warrants and
Rights | | |
Number of
Securities
Remaining
Available for
Future
Issuance | |
| Equity compensation plans approved by stockholders | |
| - | | |
$ | - | | |
| - | |
| Equity compensation plans not approved by stockholders | |
| | | |
$ | - | | |
| - | |
| Total | |
| - | | |
$ | - | | |
| - | |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
The following includes a summary
of transactions since May 1, 2022 and any currently proposed transactions to which we were or are expected to be a participant and in
which any of our directors, executive officers, or holders of more than 5% of our capital stock, or any affiliate or member of the immediate
family of the foregoing persons, had or will have a direct or indirect material interest. Most of these transactions are between John
Xu, our majority shareholder, chairman of the board and chief executive officer, and us.
| o | As of April 30, 2022, the Company owed John Xu $174,594. This amount was repaid on October 20, 2022. |
| o | On June 30, 2022, the Company acquired 100% of the equity of GF Supermarket of MP, Inc. from DNL Management
Inc. (51% ownership) and Ms. Grace Xu (49% ownership). Ms. Grace Xu is the spouse of John Xu, our majority shareholder, Chairman, President
and Chief Executive Officer. This acquisition was treated as a related party transaction. The purchase price for this transaction was
$1.5 million. On February 21, 2023, the Company and the selling shareholders renegotiated and entered into an Amended Stock Purchase Agreement,
with an effective date on October 31, 2022, to amend the purchase price to $2.5 million, which both parties believed reflected the true
fair value of Maison Monterey Park. The purchase price was fully paid in October 2023. |
| o | As of January 31, 2025, the Company had outstanding payable of $222,049 to John Xu. The largest amount
of principal outstanding during the year ended April 30, 2024 was $200,811. The payable bears 0% interest per annum and is payable
upon demand. |
| o | On August 25, 2023, New Victory Foods Inc. (“New Victory Foods”), which is 100% owned by John
Xu, paid a good-faith escrow deposit of $250,000, on behalf of the Company, to Meng Truong and Paulina Truong as part of the purchase
price of Lee Lee. As a result, as of April 30, 2024, the Company had an outstanding payable of $250,000 to New Victory Foods. The payable
bears 0% interest per annum and is payable on demand. |
| o | As of January 31, 2025, the Company had an outstanding payable of $440,166 to Hong Kong Supermarket
of Monterey Park, Ltd., which is controlled by John Xu. The largest amount of principal outstanding during the two years ended April 30,
2024 was $440,166. The payable bears 0% interest per annum and is payable on demand. |
| o | The Company has engaged in sales and purchases of certain supermarket products with HKGF Market of Alhambra,
Inc. (“HKGF Alhambra”). Grace Xu, spouse of John Xu, controls HKGF Alhambra with 90% equity ownership, and the Company owns
the remaining 10% of the outstanding equity in HKGF Alhambra. The Company had an aggregate of $236,681 supermarket product sales with
HKGF Alhambra during the fiscal year ended April 30, 2024. |
| o | The Company has engaged in sales and purchases of certain supermarket products with HKGF Market of Arcadia,
LLC (“HKGF Arcadia”). The Company owns 49% equity interest of HKGF Arcadia. The Company had an aggregate of $119,730 supermarket
product sales with HKGF Arcadia during the fiscal year ended April 30, 2024. The Company had an aggregate of $260,262 supermarket
product sales with HKGF Arcadia during the nine months ended January 31, 2025. |
| o | The Company has engaged in sales and purchases of supermarket products with United Food, LLC (“United
Food”). John Xu, ultimately owns an aggregate 37.5% equity interest in United Food, of which 20% is through JC Gourmet Management
Inc. and 17.5% is through Dai Cheong Trading Co. At April 30, 2024, the Company had an accounts receivable of $292,189 from United
Food related to supermarket product sales. At January 31, 2025, the Company had an accounts receivable of $306,275 from United Food
related to supermarket product sales. |
| o | The Company has purchased certain imports and wholesales of groceries from Dai Cheong Trading Co Inc.
John Xu controls Dai Cheong Trading Co Inc. with 90% equity ownership through DC Holding CA, Inc. The Company owns the remaining 10% equity
of Dai Cheong Trading Co Inc. The Company had an aggregate of $179,963 purchases of import and wholesales of groceries from Dai Cheong
Trading Co Inc. during the fiscal year ended April 30, 2024. The Company had an aggregate of $844,075 purchases of import and wholesales
of groceries from Dai Cheong Trading Co Inc. during the nine months ended January 31, 2025. |
See Note 13 - “Related
party balances and transactions” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report
on Form 10-K for the year ended April 30, 2025 filed with the SEC on August 14, 2025.
Independent Directors
A majority of our Board is
independent under the rules of Nasdaq. Our Board has undertaken a review of the independence of our directors and considered whether any
director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities.
As a result of this review, our Board has determined that Bin Wang, Mark Willis and Dr. Xiaoxia Zhang qualify as “independent directors”
under the corporate governance standards of Nasdaq and the independence requirements of Rule 10A-3 under the Exchange Act.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Kreit & Chiu CPA LLP (“KC”)
has served as the Company’s independent registered public accounting firm from since January 3, 2023.
The following table sets forth
KC’s fees for the years ended April 30, 2025 and April 30, 2024, respectively.
| | |
2025 | | |
2024 | |
| Audit Fees(1) | |
$ | 431,570 | | |
$ | 569,105 | |
| Audit-Related Fees(2) | |
| 20,600 | | |
| 17,800 | |
| Tax Fees(3) | |
| - | | |
| - | |
| All Other Fees(4) | |
| 6,053 | | |
| - | |
| Total | |
$ | 458,223 | | |
$ | 586,905 | |
| (1) | “Audit Fees” means the aggregate fees billed for professional services rendered by our independent
registered public accountant for the audits of our annual financial statements, the auditors’ attestation of the Company’s
internal control over financial reporting, reviews of the related quarterly financial statements, and services that are normally provided
by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed
with the SEC. |
| (2) | “Audit-Related Fees” means the aggregate fees billed for professional services rendered by
our independent registered public accountant that are related to the performance of the audit or review of the our financial statements
and are not reported under “Audit Fees” and includes the review of Current Reports on Form 8-K and comfort letters in connection
with public offerings. |
| (3) | “Tax Fees” means the aggregate fees billed for the professional services rendered for tax
compliance, tax advice, and tax planning. |
| (4) | “All Other Fees” means the aggregate fees billed for services provided by our independent
registered public accountant, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax
Fees.” |
Pre-Approval Policies and Procedures for Audit
and Permitted Non-Audit Services
The Audit Committee is responsible
for pre-approving all auditing services and permitted non-audit services (including the fees for such services and terms thereof) to be
performed for the Company by its independent registered public accounting firm. The Audit Committee is also responsible for considering
whether the independent registered public accounting firm’s performance of permissible non-audit services is compatible with its
independence. These policies and procedures are intended to ensure that the provision of such services do not impair the independent registered
public accounting firm’s independence.
Consistent with these policies
and procedures, the Audit Committee approved all of the services rendered by KC for the years ended on April 30, 2025 and April 30, 2024,
as described above.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| |
(a) |
We have filed the following documents as part of this Annual Report on Form 10-K: |
| 1. | The financial statements listed in the “Index to Financial
Statements” on page F-1 are filed as part of this report. |
| 2. | Financial statement schedules are omitted because they are
not applicable, or the required information is shown in the financial statements or notes thereto. |
| 3. | Exhibits included or incorporated herein: See below. |
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Maison Solutions Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 3.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Maison Solutions Inc., dated April 29, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2025). |
| 3.3 |
|
Amended and Restated Bylaws of Maison Solutions Inc. (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 4.1 |
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 4.2 |
|
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 4.3 |
|
Form of Senior Unsecured Convertible Promissory Note, issued March 12, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2025). |
| 4.4 |
|
Note Purchase Warrant, dated March 12, 2025, including Form of Additional Note. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2025). |
| 10.1+ |
|
Form of Maison Solutions Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.2 |
|
Form of Indemnification Agreement between Maison Solutions Inc. and each of the directors and officers thereof (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.3 |
|
Form of Employment Agreement between Maison Solutions Inc. and John Xu (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.4 |
|
Form of Employment Agreement between Maison Solutions Inc. and Alexandria M. Lopez (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.5 |
|
Form of Employment Agreement between Maison Solutions Inc. and Tao Han (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.6 |
|
Amended Loan Authorization and Agreement by and between the U.S. Small Business Administration and Good Fortune Supermarket of Monrovia LP, principal amount of $150,000 at 3.75% interest for a term of 30 years dated June 3, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.7 |
|
Loan Authorization and Agreement by and between the U.S. Small Business Administration and Good Fortune Supermarket of San Gabriel LP, principal amount of $2,000,000 at 3.75% interest for a term of 30 years dated January 12, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.8 |
|
Amended Loan Authorization and Agreement by and between the U.S. Small Business Administration and Super HK of El Monte Inc, principal amount of $500,000 at 3.75% interest for a term of 30 years dated January 6, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.9 |
|
Collaboration Agreement by and between JD E-commerce American Limited and Maison Solutions Inc. dated April 19, 2021 (English Translation) (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.10 |
|
Intellectual Property License Agreement by and between JD E-commerce American Limited and Maison Solutions Inc. dated April 19, 2021 (English Translation) (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.11 |
|
Business Loan Agreement by and between American First National Bank and Good Fortune Supermarket of Monrovia, LP, principal amount of $1,000,000 at 4.5% to 6.5% variable interest for a term of 7 years dated March 2, 2017 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.12 |
|
Business Loan Agreement by and between American First National Bank and Good Fortune Supermarket of San Gabriel, LP, principal amount of $1,000,000 at 4.5% to 6.5% variable interest for a term of 7 years dated March 2, 2017 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, as amended, (File No. 333-272123) filed with the SEC on May 22, 2023 and declared effective on June 14, 2023). |
| 10.13 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2023). |
| 10.14 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 24, 2023). |
| 10.15*** |
|
Stock Purchase Agreement, dated April 4, 2024, by and among AZLL, LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2024). |
| 10.16 |
|
Form of Senior Secured Note Agreement (included as Exhibit B to the Stock Purchase Agreement filed as Exhibit 10.15 hereto). |
| 10.17 |
|
Form of Security Agreement (included as Exhibit E to the Stock Purchase Agreement filed as Exhibit 10.15 hereto). |
| 10.18 |
|
Form of Xu Guarantee Agreement (included as Exhibit F to the Stock Purchase Agreement filed as Exhibit 10.15 hereto). |
| 10.19 |
|
Form of Purchaser Guarantee Agreement (included as Exhibit G to the Stock Purchase Agreement filed as Exhibit 10.15 hereto). |
| 10.20 |
|
First Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Maison Solutions Inc., Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2024). |
| 10.21 |
|
Second Amendment to Senior Secured Note Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2024). |
| 10.22 |
|
First Amendment to Security Agreement, dated October 21, 2024, by and between Lee Lee Oriental Supermart, LLC, AZLL LLC, Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2024). |
| 10.23 |
|
First Amendment to AZLL Guarantee Agreement, dated October 21, 2024, by AZLL LLC to and for the benefit of Meng Truong and Paulina Truong (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2024). |
| 10.24 |
|
First Amendment to Xu Guarantee Agreement, dated October 21, 2024, by John Jun Xu and Grace Xu to and for the benefit of Meng Truing and Paulina Truong (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2024). |
| 10.25 |
|
Consulting Services Agreement, dated January 29, 2025, by and among Maison Solutions Inc., Good Fortune Supermarket of Quincy, Inc., Good Fortune Supermarket Group (USA) Inc., Good Fortune Supermarket of VA I, Inc., and Good Fortune Supermarket (Rhode Island) Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2025). |
| 10.26*** |
|
Securities Purchase Agreement, dated March 12, 2025, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2025). |
| 10.27 |
|
Registration Rights Agreement, dated March 12, 2025, by and between the Company and the Investor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2025). |
| 10.28 |
|
Note Modification Agreement, dated March 12, 2025, by and between Meng Truong and Paulina Truong, Lee Lee Oriental Supermart, LLC, AZLL LLC, and John Jun Xu and Grace Xu (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2025). |
| 10.29+ |
|
Amendment to Employment Agreement, dated October 1, 2021, between Maison Solutions Inc. and John Xu, dated August 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2025). |
| 10.30+ |
|
Amendment to Employment Agreement, dated October 1, 2021, between Maison Solutions Inc. and Alexandria Lopez, dated August 28, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2025). |
| 19.1 |
|
Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on August 14, 2025). |
| 31.1* |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 31.2* |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 32.1 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act (incorporated by reference to Exhibit 32.1 to the Company's Annual Report on Form 10-K filed with the SEC on August 14, 2025). |
| 32.2 |
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act (incorporated by reference to Exhibit 32.2 to the Company's Annual Report on Form 10-K filed with the SEC on August 14, 2025). |
| 97.1 |
|
Maison Solutions Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on August 13, 2024). |
| 101.INS* |
|
Inline XBRL Instance Document. |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema. |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase. |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase. |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase. |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| *** | Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the SEC upon its request. |
| + | Indicates management compensatory agreement. |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| DATE: August 28, 2025 |
MAISON SOLUTIONS INC. |
| |
|
|
| |
By: |
/s/ John Xu |
| |
|
John Xu |
| |
|
Chief Executive Officer, Chairman and President |
| |
|
(Principal Executive Officer) |
| |
|
|
| |
By: |
/s/ Alexandria M. Lopez |
| |
|
Alexandria M. Lopez |
| |
|
Chief Financial Officer and Director |
| |
|
(Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ John Xu |
|
Chief Executive Officer, Chairman and President |
|
August 28, 2025 |
| John Xu |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Alexandria M. Lopez |
|
Chief Financial Officer and Director |
|
August 28, 2025 |
| Alexandria M. Lopez |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Bin Wang |
|
Director |
|
August 28, 2025 |
| Bin Wang |
|
|
|
|
| |
|
|
|
|
| /s/ Mark Willis |
|
Director |
|
August 28, 2025 |
| Mark Willis |
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Xiaoxia Zhang |
|
Director |
|
August 28, 2025 |
| Dr. Xiaoxia Zhang |
|
|
|
|
15
0001892292
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FY
3415028
0001892292
2024-05-01
2025-04-30
0001892292
us-gaap:CommonClassAMember
2025-08-28
0001892292
us-gaap:CommonClassBMember
2025-08-28
0001892292
2023-10-31
xbrli:shares
iso4217:USD
