[8-K] Maison Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

Phoenix Asia Holdings Limited ("Phoenix Asia", NASDAQ: PHOE) filed a Form 6-K dated 11 July 2025.

• The company’s wholly owned Hong Kong subsidiary, Winfield Engineering (Hong Kong) Limited, has secured a private-sector project with an initial contract value of HKD 5.7 million (≈ USD 730,000).
• The project is scheduled to commence in mid-July 2025.
• Phoenix Asia characterises the award as evidence of customer recognition of the subsidiary’s technical expertise and problem-solving capability.
• No additional financial statements, earnings data, or major transactions were disclosed in this filing. An accompanying exhibit (99.1) contains the related press release.

The filing is primarily informational, highlighting a new contract win rather than reporting on broader financial performance.

Positive

• Subsidiary awarded a HKD 5.7 million (USD 730k) project contract, demonstrating continued customer confidence and potential near-term revenue.

Negative

• None.

Insights

Financial Analyst

TL;DR: Small contract win (USD 730k) adds incremental revenue; limited visibility on profitability; neutral overall impact.

The contract value represents a modest revenue contribution and signals ongoing business activity for the Winfield Engineering subsidiary. However, without context on Phoenix Asia’s annual revenue base, margin profile, or backlog, it is difficult to gauge materiality. The project start in mid-July 2025 suggests near-term revenue recognition, but no profitability metrics or completion timeline were provided. In the absence of broader financial data, the development appears incrementally positive yet not transformative for shareholders.

Industry Specialist – Hong Kong Engineering Services

TL;DR: Contract validates subsidiary’s market reputation; scale typical for mid-tier engineering firms; impact modest.

Winning a HKD 5.7 million private-sector job confirms Winfield Engineering’s competitive positioning in Hong Kong’s mechanical and electrical contracting market. Such projects are commonplace and usually span several months, contributing to utilisation rates but rarely altering strategic direction. The filing lacks information on scope, duration, or margin expectations, limiting insight into value creation. Overall, it is a routine but reassuring operational update.

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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 10, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 10, 2025, Maison Solutions Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until January 6, 2026, to regain compliance. The Nasdaq Staff Deficiency Letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before January 6, 2026 (the “Compliance Period”), the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock.

The Company intends to continue actively monitoring the bid price for its shares of common stock between now and the expiration of the Compliance Period and will consider all available options to resolve the deficiency with every intention to regain compliance with the Minimum Bid Price Requirement.

If the Company does not regain compliance with Rule 5550(a)(2) within the Compliance Period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.

Forward-Looking Statements

Statements made in this report that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

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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:  July 11, 2025	MAISON SOLUTIONS INC.
	By:	/s/ John Xu
		John Xu
		Chief Executive Officer, Chairman and President

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FAQ

What did Phoenix Asia Holdings (PHOE) announce in its July 2025 6-K?

Its subsidiary Winfield Engineering secured a HKD 5.7 million (≈ USD 730k) private-sector project starting mid-July 2025.

How large is the new contract won by Winfield Engineering?

The initial contract sum is HKD 5,700,000, approximately USD 730,000.

When is the project expected to begin?

Phoenix Asia stated that the project will commence in mid-July 2025.

Does the 6-K include any earnings or financial statements?

No. The filing only discloses the contract award and lists a related press release as Exhibit 99.1.

Why is the contract significant to Phoenix Asia?

Management says the award reflects customer recognition of the subsidiary’s expertise and problem-solving capabilities.