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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 28, 2025
Maison Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41720 |
|
84-2498787 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
127
N Garfield Ave, Monterey Park,
California 91754
(Address
of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (626) 737-5888
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e -4(c)) |
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 |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended Chief Executive Officer Employment Agreement
On August 28, 2025, the Compensation
Committee (the “Compensation Committee) of the Board of Directors of Maison Solutions Inc. (the “Company”) approved and
ratified an amendment to the employment agreement, dated October 1, 2021, between John Xu, Chief Executive Officer, and the Company (as
amended, the “CEO Employment Agreement”), to reflect a base salary increase to $180,000, effective January 25, 2025.
Except as disclosed in this
Current Report on Form 8-K, the terms and conditions of the CEO Employment Agreement remain unchanged.
The foregoing description
of the CEO Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the CEO Amendment
attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference
Amended Chief Financial Officer Employment Agreement
On August 28, 2025, the Compensation
Committee approved and ratified an amendment to the employment agreement, dated as of October 1, 2021, between Alexandria Lopez, Chief
Financial Officer, and the Company (as amended, the “CFO Employment Agreement”), to reflect a base salary increase to $120,000,
effective January 25, 2025.
Except as disclosed in this
Current Report on Form 8-K, the terms and conditions of the CFO Employment Agreement remain unchanged.
The foregoing description
of the CFO Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the CFO Amendment
attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1# |
|
Amendment to Employment Agreement, dated October 1, 2021, between Maison Solutions Inc. and John Xu, dated August 28, 2025. |
| 10.2# |
|
Amendment to Employment Agreement, dated October 1, 2021, between Maison Solutions Inc. and Alexandria Lopez, dated August 28, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # |
Indicates management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 28, 2025 |
MAISON SOLUTIONS INC. |
| |
By: |
/s/ John Xu |
| |
|
John Xu |
| |
|
Chief Executive Officer, Chairman and President |
