Maison Solutions Inc.

DEF 14A 1 ea0237182-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

127 N Garfield Avenue

Monterey Park, California 91754

April 14, 2025

Dear Fellow Maison Stockholder:

We are pleased to invite you to join us at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Maison Solutions Inc. (“Maison” or the “Company”) to be held on Tuesday, April 29, 2025 at 1:00 p.m. Eastern Time, at Maison’s corporate headquarters located at 127 N Garfield Avenue, Monterey Park, California 91754.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the Annual Meeting. Whether you own a few or many shares of Maison common stock and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Your vote is important and we ask that you please cast your vote as soon as possible.

The Board of Directors recommends that you vote FOR the election of all the director nominees; FORthe approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Class A Common Stock, $0.0001 par value per share of the Company (the “Class A Common Stock”); FOR the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of Class A Common Stock issuable by the Company pursuant to the Notes and Warrant (each as defined in the Proxy Statement); FORthe approval of an amendment to the Company’s Charter to permit stockholders of the Company to take action by written consent; and FORthe ratification of the selection of Kreit & Chiu CPA LLP as the Company’s independent certified public accountants for the fiscal year ending April 30, 2026. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

Sincerely,

/s/ John Xu

John XuChief Executive Officer, Chairman and PresidentMaison Solutions Inc.

127 N Garfield Avenue

Monterey Park, California 91754

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of Maison Solutions Inc.:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Maison Solutions Inc. will be held on Tuesday, April 29, 2025 at 1:00 p.m. Eastern Time, at Maison’s corporate headquarters located at 127 N Garfield Avenue, Monterey Park, California 91754. The purpose of the Annual Meeting is to consider and vote upon the following proposals:

1. Director Election Proposal — a proposal to elect five directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified;

2. Authorized Share Increase Proposal — a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), from 92,000,000 shares to 150,000,000 shares;

3. Stock Issuance Proposal— a proposal to approve, 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 defined in this Proxy Statement);

4. Stockholder Consent Proposal— a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit stockholders of the Company to take action by written consent (the “Stockholder Consent Proposal”);

5. Auditor Ratification Proposal — a proposal to ratify the selection of Kreit & Chiu CPA LLP as the Company’s independent certified public accountants for the fiscal year ending April 30, 2026; and

6. To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on March 28, 2025 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of Maison Solutions Inc. common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We cordially invite you to attend the Annual Meeting in person. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying proxy statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

Sincerely,

/s/ John Xu

John Xu Chief Executive Officer, President and Chairman

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025

The accompanying proxy statement and the 2024 Annual Report on Form 10-K are available athttps://investors.maisonsolutionsinc.com/.

PROXY STATEMENT