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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):
July 28, 2026
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) |
|
(I.R.S. Employer
Identification No.) |
127 N Garfield Avenue, Monterey Park, CA 91754
(Address of principal executive offices, including
zip code)
(626) 737-5888
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
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, par value $0.0001 per share |
|
MSS |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined 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 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.
Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2026, Maison Solutions Inc., a Delaware
corporation (the “Company”), and AZLL LLC, a wholly owned subsidiary of the Company (“AZLL”), entered into a Formation,
Subscription and Software Contribution Agreement (the “Formation Agreement”) with Hangzhou Shengxianbao Technology Co., Ltd.
(“SXB”) and Yiwu Yanghan E-Commerce Firm (“Yiwu Yanghan,” and together with SXB, the “Cash Subscribers”).
The Formation Agreement provides for the formation of a new private company limited by shares to be incorporated in Hong Kong under the
proposed name “Maison AI Limited” (the “New Company”) to develop and commercialize artificial-intelligence software
for grocery retail and supply-chain applications.
At the closing contemplated by the Formation Agreement
(the “Closing”), the New Company will issue an aggregate of 222 ordinary shares, AZLL will subscribe for 200 ordinary shares,approximately
90.09% in consideration for the software contribution described below, and each of SXB and Yiwu Yanghan will subscribe for 11 ordinary
shares,approximately 4.96%, for cash consideration of US$110,000 each,US$220,000 in the aggregate.
At Closing, the Company will contribute to the
New Company, for the account and benefit of AZLL, its Drem merchandise-display system and WSYQR supply-chain system (together, the “Software”),
at an agreed value of US$2,000,000. The Company and its subsidiaries will retain a perpetual, non-exclusive, royalty-free license to use
the Software for their internal business purposes.
The cash subscriptions are payable in six monthly
installments, beginning on or about September 1, 2026.
The Closing is subject to customary conditions,
including incorporation of the New Company, receipt by each party of the approvals, consents and waivers required on its part (including
any release of liens on the Software), and execution at Closing of an agreed form of shareholders agreement (the “Shareholders Agreement”).
The Formation Agreement may be terminated if the Closing has not occurred by March 31, 2027. The Shareholders Agreement has not been executed
and will not become effective unless and until executed by the Company and all shareholders at Closing.
Following the Closing, AZLL will control the New
Company as the holder of approximately 90.09% of its issued shares. The Formation Agreement is governed by the laws of Hong Kong.
The foregoing description does not purport to
be complete and is qualified in its entirety by reference to the Formation Agreement and the agreed form of Shareholders Agreement, filed
as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Formation, Subscription and Software Contribution Agreement, dated as of July 22, 2026, by and among Maison Solutions Inc., AZLL LLC, Hangzhou Shengxianbao Technology Co., Ltd. and Yiwu Yanghan E-Commerce Firm |
| 10.2 |
|
Agreed Form of Shareholders Agreement relating to Maison AI Limited |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
MAISON SOLUTIONS INC. |
| |
|
|
| |
Date: July 28, 2026 |
| |
|
|
| |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
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