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): April 29, 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 3.03. Material Modification to Rights of Security Holders.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 29, 2025, Maison Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Each stockholder of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), was entitled to one vote per share on each matter properly presented at the Annual Meeting for each share of Class A common stock held by such stockholder as of the close of business on March 28, 2025 (the “Record Date”). Each stockholder of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), was entitled to ten votes per share on each matter properly presented at the Annual Meeting for each share of Class B common stock held by such stockholder as of the close of business on the Record Date.

 

The final voting results for each proposal considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”), are set forth below.

 

Proposal 1 – Director Election Proposal

 

The stockholders elected John Xu, Alexandria M. Lopez, Mark Willis, Bin Wang and Dr. Xiaoxia Zhang to serve as directors on the Company’s Board of Directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified.

 

The final voting results for the Director Election Proposal were as follows:

 

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
John Xu		36,522,981		38,862		0
Alexandria M. Lopez		36,544,142		17,701		0
Mark Willis		36,522,994		38,849		0
Bin Wang		36,500,075		61,768		0
Dr. Xiaoxia Zhang		36,522,985		38,858		0

 

Proposal 2 – Authorized Share Increase Proposal

 

The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Class A common stock from 92,000,000 shares to 150,000,000 shares.

 

The final voting results for the Authorized Share Increase Proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,533,710		27,882		250		0

 

 

Proposal 3 – Stock Issuance Proposal

 

The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of the shares of Class A common stock issuable pursuant to the Notes and Warrant (as described in the Proxy Statement).

 

The final voting results for the Stock Issuance Proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,530,553		31,289		0		0

 

Proposal 4 – Stockholder Consent Proposal

 

The stockholders approved the amendment to the Company’s Charter to permit stockholders of the Company to take action by written consent.

 

The final voting results for the Stockholder Consent Proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,292,882		260,849		8,111		0

 

 

Proposal 5 – Auditor Ratification Proposal

 

The appointment of Kreit & Chiu CPA LLP as the Company’s independent certified public accountants for the fiscal year ending April 30, 2026 was ratified by the stockholders.

 

The final voting results for the Auditor Ratification Proposal were as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,553,687		14		8,141		0

 

Charter Amendment

 

On April 29, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment amends the Company’s Charter to (i) increase the number of the number of the Company’s authorized shares of Class A common stock from 92,000,000 shares to 150,000,000 shares and (ii) permit stockholders of the Company to take action by written consent.

 

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Maison Solutions Inc., dated April 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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:  April 30, 2025	MAISON SOLUTIONS INC.
	By:	/s/ John Xu
		John Xu
		Chief Executive Officer, Chairman and President

 

 

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