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): ~~January 31~~ March 23, 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)

(IRS Employer

Identification No.)

127 N Garfield Ave, Monterey Park, CA 91754		91754
(Address of principal executive offices)		(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

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 13.0103 ~~Entry~~Material ~~into~~Modifications ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnAs ~~January~~previously disclosed 31in a Schedule 14C, ~~2026~~filed on November 3, 2025, the majority stockholders of Maison Solutions Inc., a Delaware corporation (the "“Company"”) approved, ~~entered~~by ~~into~~written aconsent ~~Buy-Sell~~in ~~Agreement~~lieu ~~(the~~of ~~"Agreement")~~a ~~with~~special JCmeeting, ~~Business~~the granting ~~Guys,~~of ~~Inc.,~~the aauthority ~~California~~to ~~corporation~~our board of directors (the ~~"Buyer"~~“Board”)~~. Pursuant~~ to ~~the~~amend ~~Agreement,~~ the Company’s Amended ~~agreed~~and Restated Certificate of Incorporation to effect ~~sell~~a ~~its~~reverse ~~49%~~stock ~~ownership~~split ~~interest~~of the issued and outstanding shares of the Company’s Class A common stock (the ~~"Ownership~~“Common ~~Interest"~~Stock”), inby ~~HKGF~~a ~~Market~~ratio of ~~Arcadia~~not less than 1-for-2 and not more than 1-for-100, ~~LLC~~with the exact ratio to be determined by the ~~Buyer~~Board in its sole discretion.

~~The~~On ~~purchase~~March ~~price~~23, ~~for~~2026, the ~~Ownership~~Board ~~Interest~~determined, after isreviewing ~~one~~the ~~dollar~~number ~~($1.00). The~~of ~~transaction~~currently ~~contemplated~~issued byand ~~the~~outstanding ~~Agreement~~shares ~~closed~~of onthe ~~January 31~~Company, ~~2026,~~that ~~simultaneously~~it ~~with~~is in the ~~execution~~ best interests of the ~~Agreement. The~~Company ~~Agreement~~to effectuate ~~was~~a ~~approved~~reverse bystock ~~the~~split ~~Company's~~at ~~Board~~a ratio of ~~Directors~~1-for-10 (the on“Reverse ~~January~~Stock ~~27, 2026~~Split”).

The ~~Agreement~~Common ~~contains~~Stock ~~customary~~will ~~representations, warranties,~~continue ~~and~~to ~~covenants~~be bytraded on ~~both~~The ~~the~~Nasdaq ~~Company~~Capital ~~and~~Market under the ~~Buyer~~symbol MSS. ~~The~~Pursuant ~~representations~~to the Reverse Stock Split, and ~~warranties~~upon effectiveness, every ten (10) outstanding shares of the Company’s ~~survive~~Common ~~for~~Stock awill, ~~period~~without any further action by the Company, or any holder thereof, ofconvert ~~eighteen~~into, and automatically became, one (181) ~~months~~share ~~following~~of the ~~closing~~Company’s Common Stock. ~~The~~No ~~Agreement~~fractional ~~also~~shares ~~includes~~will ~~mutual~~be ~~indemnification~~issued ~~obligations~~in connection ~~and~~with athe ~~release~~Reverse byStock ~~the~~Split. ~~Buyer~~ Any fractional shares of Common Stock resulting from the ~~Company~~Reverse ~~and~~Stock ~~its~~Split ~~affiliates~~will ~~from~~be rounded ~~certain~~up ~~claims~~to the nearest whole share.

The ~~foregoing~~Company ~~description~~is ofeffectuating the ~~Agreement~~Reverse ~~does~~Stock ~~not~~Split ~~purport~~in order to beraise ~~complete~~the ~~and~~per isshare ~~qualified~~bid inprice ~~its~~of ~~entirety~~the byCompany’s ~~reference~~Common toStock ~~the~~above ~~full~~$1.00 ~~text~~per ofshare and bring the ~~Agreement,~~Company back into compliance with Nasdaq Listing Rule 5550(a)(2). ~~copy~~The ofCompany ~~which~~will ishave ~~filed~~regained ascompliance once the Company’s Common Stock trades ~~Exhibit~~at ~~10.~~or above $1.00 toper ~~this~~share ~~Current~~for ~~Report~~a onminimum ~~Form~~of ~~8-K~~10 ~~and~~consecutive istrading ~~incorporated~~days, ~~herein~~at bywhich ~~reference~~time Nasdaq will provide the Company with notice that it has regained compliance.

Item 2 5.0103 ~~Completion~~Amendments ofto ~~Disposition~~Articles of ~~Assets~~Incorporation or Bylaws; Change in Fiscal Year.

~~The~~On ~~information~~March ~~set~~23, ~~forth~~2026, inthe ~~Item~~Company ~~1.01~~filed a Certificate of ~~this~~Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as ~~Current~~previously ~~Report~~amended, onwith ~~Form~~the ~~8-K~~Secretary isof ~~incorporated~~State byof ~~reference~~the ~~into~~State ~~this~~of ~~Item~~Delaware, 2to effect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-10.~~01.~~

OnA ~~January~~copy ~~31,~~of ~~2026,~~ the ~~Company~~Certificate ~~completed~~of ~~the disposition~~Amendment ofis ~~its~~attached hereto ~~49%~~as ~~Ownership~~Exhibit ~~Interest~~3.1 inand ~~HKGF~~incorporated ~~Market~~herein ofby ~~Arcadia,~~reference. ~~LLC,~~The ~~pursuant~~description toof the ~~terms~~Certificate of Amendment and the ~~Buy-Sell~~Reverse ~~Agreement. The~~Stock ~~consideration~~Split ~~received~~set byforth ~~the~~in ~~Company~~Item ~~was~~3.03 ~~one~~of ~~dollar~~this ~~($1~~Current Report is incorporated herein by reference.~~00).~~

Prior to the filing of the Certificate of Amendment, the Company had 97,000,000 shares of Common Stock authorized, out of which 27,451,517 shares were issued and outstanding. As a result of the filing of the Certificate of Amendment, and upon effectiveness of the Reverse Stock Split, the 27,451,517 shares of the Company’s Common Stock issued and outstanding immediately prior to the Reverse Stock Split, will be converted into approximately 2,745,151 shares of the Company’s Common Stock. The Reverse Stock Split does not change the Company’s current number of authorized shares of Common Stock, or its par value. The Reverse Stock Split also does not change the Company’s authorized, or issued, and outstanding, number of shares of preferred stock, or its par value.

Except for de minimis adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive effect on our stockholders, since each stockholders holds the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms and conditions.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
99.1		~~Buy~~Certificate ~~Sell~~of ~~Agreement,~~Amendment ~~dated~~to ~~January~~the ~~31,~~Company’s ~~2026,~~Amended by and ~~between~~Restated ~~Maison~~Certificate ~~Solutions~~of Incorporation, ~~Inc.~~dated ~~And~~March ~~JC Business Guys~~23, ~~Inc.~~2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: February 4, 2026	By:	/s/ John Xu
Date: March 27, 2026	By:	/s/ John Xu
	Name:	John Xu
	Title:	Chief Executive Officer

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