Form 8-K

8-K — Maison Solutions Inc.

Accession: 0001213900-26-075530

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001892292

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — ea0296198-8k_maison.htm (Primary)

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED JULY 2, 2026, BY AND BETWEEN MAISON SOLUTIONS INC. AND DNL MANAGEMENT INC (ea029619801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0296198-8k_maison.htm · Sequence: 1

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0001892292

2026-07-06

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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 6, 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, California

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 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 2, 2026, Maison Solutions Inc. (the

“Company”) entered into an Equity Purchase Agreement (the “Agreement”) with DNL Management Inc., a California

corporation (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell all of its 91.67% equity interest (the “Equity

Interest”), representing 91.67% of the issued and outstanding shares of common stock, in Super HK of El Monte, Inc., a California

corporation (“Super HK of El Monte”), to the Buyer.

The purchase price for the Equity Interest is

one dollar ($1.00). The transaction contemplated by the Agreement closed on July 2, 2026, simultaneously with the execution of the

Agreement. The Agreement was approved by the Company’s Board of Directors on July 2, 2026. Solely as between the Company and

the Buyer, the sale of the Equity Interest is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026; such effective time governs

the allocation of the economic results of Super HK of El Monte between the parties only and does not alter the date on which legal title

transferred.

Under the Agreement, the Buyer acquired the Equity

Interest on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of Super HK of El Monte of any

kind, whether known or unknown and whether arising before, on, or after the closing. The Agreement contains customary representations,

warranties, and covenants by both the Company and the Buyer.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as

Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Disposition of Assets.

The execution of the Equity Purchase Agreement

and the closing of the disposition of the Equity Interest occurred simultaneously. The information set forth in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Equity Purchase Agreement, dated July 2, 2026, by and between Maison Solutions Inc. and DNL Management Inc.*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits to the Equity Purchase Agreement

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit

to the SEC upon request.

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:

July 6, 2026

By:

/s/ John Xu

Name:

John Xu

Title:

Chief Executive Officer, Chairman and President

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED JULY 2, 2026, BY AND BETWEEN MAISON SOLUTIONS INC. AND DNL MANAGEMENT INC

EX-10.1

Filename: ea029619801ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

EQUITY PURCHASE AGREEMENT

This agreement (this

“Agreement”) is entered into as of July 2, 2026, by and between Maison Solutions Inc., a Delaware

corporation doing business in California (“Seller”), and DNL Management Inc., a California corporation

(“Buyer,” and together with Seller, each a “Party” and collectively, the

“Parties”), and is made with reference to the following:

RECITALS

A. Seller owns 91.67% of

the issued and outstanding shares of common stock in Super HK of El Monte, Inc., a California corporation (the

“Company”). The remaining 8.33% of the issued and outstanding shares of common stock in the Company is owned by

DNL Management Inc. (the “Minority Holder”).

B. Seller desires to sell to Buyer, and Buyer desires

to purchase from Seller, all of Seller’s right, title, and interest representing 91.67% of the issued and outstanding shares of

common stock in the Company (the “Equity Interest”), subject to the terms and conditions set forth herein.

C. The Company has incurred operating losses and

liabilities, and the Parties have negotiated the Purchase Price and the other terms of this Agreement on an arm’s-length basis,

taking into account the financial condition of the Company and Buyer’s assumption of the ongoing risks of the Company as the holder

of the Equity Interest.

NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and in consideration of the covenants, releases, representations, warranties,

and conditions set forth below, Seller and Buyer agree as follows:

Section 1. Definitions.

For purposes of this Agreement, the following terms

have the meanings set forth below. Other capitalized terms are defined in the Section, Recitals, or Disclosure Schedule in which they

are indicated, or where they first appear.

“Assumed Liabilities”

has the meaning set forth in Section 7.

“ATW Pledge” has

the meaning set forth in the Disclosure Schedule.

“Closing” and

“Closing Date” have the meanings set forth in Section 3.

“Disclosure Schedule”

means the disclosure schedule delivered by Seller pursuant to, and forming a part of, this Agreement.

“Effective Time”

has the meaning set forth in Section 4.

“Encumbrance”

means any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction

of any kind, or other encumbrance.

“Losses” has the

meaning set forth in Section 8.

“Permitted Encumbrances”

has the meaning set forth in Section 5(a)(iii).

“Post-Effective Time Liabilities”

has the meaning set forth in Section 4.

“Purchase Price”

has the meaning set forth in Section 2.

“SBA” means the

U.S. Small Business Administration.

“SBA Lien” has

the meaning set forth in the Disclosure Schedule.

Section 2. Purchase and Sale; Purchase Price.

(a) Purchase and Sale. Subject

to the terms and conditions set forth herein, at the Closing (as defined below), Seller shall sell, assign, transfer, and deliver to Buyer,

and Buyer shall purchase and accept from Seller, the Equity Interest, free and clear of all Encumbrances created by, through, or under

Seller other than the Permitted Encumbrances, for the consideration specified in Section 2(b).

(b) Purchase Price; Payment. The

total purchase price for the Equity Interest shall be One Dollar ($1.00) (the “Purchase Price”). Buyer shall pay the

Purchase Price to Seller at Closing.

Section 3. Closing; Closing Deliveries.

(a) Closing. The closing

of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution

and delivery of this Agreement on the date of this Agreement (the “Closing Date”), or on such other date as the Parties

may mutually agree in writing. The Closing may be conducted by the exchange of executed signature pages and closing deliverables by electronic

transmission. The consummation of the transactions contemplated by this Agreement shall be deemed effective as of 12:01 a.m. Pacific Time

on the Closing Date.

(b) Seller’s Closing Deliveries.

At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

(i) an executed counterpart of this Agreement;

(ii) a written consent or resolution of Seller’s board

of directors approving this Agreement and the transactions contemplated hereby;

(iii) a duly executed stock power or other customary instrument

of transfer to transfer the Equity Interest to Buyer; and

(iv) the original stock certificate(s) representing the Equity

Interest (or a customary affidavit of lost certificate), together with the Company’s updated stock ledger reflecting Buyer as the

record holder of the Equity Interest.

At or prior to the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following:

(i) the Purchase Price;

(ii) an executed counterpart of this Agreement;

(iii) a corporate, limited liability company, or other applicable

resolution or consent approving this Agreement and the transactions contemplated hereby, if applicable; and

(iv) such other documents as Seller may reasonably request

to consummate the transactions contemplated hereby.

Section 4. Effective Time; Interim Operations.

Solely as between the Parties, the sale of the

Equity Interest shall be deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026 (the “Effective Time”). From

and after the Effective Time, and solely as between the Parties:

(a) all profits, losses, liabilities, assets, risks, benefits,

and burdens of the Company shall be for the account of, and borne by, the Buyer;

(b) Buyer shall be entitled to all accounts receivable, cash

receipts, revenues, income, and other proceeds of the Company, and shall be solely responsible for all accounts payable, liabilities,

obligations, expenses, taxes, claims, and other amounts of or relating to the Company, in each case to the extent arising from or relating

to any period, event, transaction, operation, conduct, or activity after the Effective Time (collectively, the “Post-Effective

Time Liabilities”), and Seller shall have no responsibility or liability for any Post-Effective Time Liabilities;

for, the management, business, and operations of the Company; and

(d) pending the Closing, Seller shall hold the Equity Interest,

and any incidents of title remaining in the Seller, solely for the account and benefit of the Buyer and shall not exercise any rights

in respect of the Company except as directed by the Buyer.

The Parties shall treat the transaction consistently

with the Effective Time for all purposes as between them. The Effective Time shall not alter the date on which legal title to the Equity

Interest transfers, which is the Closing Date.

Section 5. Representations and Warranties.

(a) Seller’s Representations

and Warranties. Seller represents and warrants to Buyer that the statements contained in this Section 5(a) are true and correct

as of the date hereof. For purposes of this Section 5(a), “Seller’s knowledge,” “knowledge of Seller,” and

similar phrases mean the actual knowledge of Seller’s officers and directors.

(i) Organization and Authority of Seller. Seller is a corporation

duly organized, validly existing, and in good standing under the laws of the State of Delaware and is authorized to do business in California.

Seller has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate

the transactions contemplated hereby.

(ii) Authorization. The execution and delivery by Seller

of this Agreement, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated

hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement constitutes a legal, valid, and

binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium, and similar laws affecting creditors’ rights generally and general principles of equity.

(iii) Ownership of Equity Interest. Seller owns the Equity

Interest of record and beneficially, free and clear of all Encumbrances created by, through, or under Seller, except for the Encumbrances

disclosed in Section 5(a)(iii) of the Disclosure Schedule (collectively, the “Permitted Encumbrances”). Upon the transfer,

assignment, and delivery of the Equity Interest and payment of the Purchase Price in accordance with this Agreement, Buyer shall acquire

Seller’s right, title, and interest in and to the Equity Interest, subject to the Permitted Encumbrances and otherwise free and

clear of all other Encumbrances created by Seller.

(iv) No Conflicts or Consents. The execution, delivery, and

performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, do not and will not conflict

with or violate Seller’s organizational documents or any law, order, contract, or agreement applicable to Seller or the Equity Interest,

except for any consents, approvals, notices, or filings that have been obtained, made, or waived, or would not reasonably be expected

to prevent or materially delay the Closing.

(v) Legal Proceedings. There are no actions, claims, proceedings,

or investigations pending or, to Seller’s knowledge, threatened against Seller that challenge or seek to prevent, enjoin, or otherwise

materially delay the transactions contemplated by this Agreement.

(vi) No Other Seller Representations. Except for the representations

and warranties expressly set forth in this Section 5(a), Seller makes no other representation or warranty, express or implied, at law

or in equity, in respect of the Company or otherwise, all as further provided in Section 9.

(b) Buyer’s Representations

and Warranties. Buyer represents and warrants to Seller that the statements contained in this Section 5(b) are true and correct

as of the date hereof. For purposes of this Section 5(b), “Buyer’s knowledge,” “knowledge of Buyer,” and

similar phrases mean the actual knowledge of Buyer’s officers, managers, directors, or other applicable representatives after reasonable

inquiry.

(i) Organization and Authority of Buyer. Buyer is duly organized,

validly existing, and in good standing under the laws of its jurisdiction of organization. Buyer has full power and authority to enter

into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby.

(ii) Authorization. The execution and delivery by Buyer of

this Agreement, the performance by Buyer of its obligations hereunder, and the consummation by Buyer of the transactions contemplated

hereby have been duly authorized by all requisite action on the part of Buyer. This Agreement constitutes a legal, valid, and binding

obligation of Buyer enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium, and similar laws affecting creditors’ rights generally and general principles of equity.

(iii) No Conflicts or Consents. The execution, delivery,

and performance by Buyer of this Agreement, and the consummation by Buyer of the transactions contemplated hereby, do not and will not

conflict with or violate Buyer’s organizational documents or any law, order, contract, or agreement applicable to Buyer, except

for any consents, approvals, notices, or filings that have been obtained, made, or waived, or that would not reasonably be expected to

prevent or materially delay the Closing.

(iv) Solvency; Sophistication. Buyer is not entering into

this Agreement with the intent to hinder, delay, or defraud any creditor, and immediately after giving effect to the transactions contemplated

hereby (including the assumption of the Assumed Liabilities), Buyer and the Company will be able to pay their respective debts as they

become due in the ordinary course. Buyer is a sophisticated party that has conducted its own independent investigation of the Company

and is acquiring the Equity Interest for its own account.

(v) No Affiliation. Buyer represents and warrants, as of

the date hereof and as of the Closing, that neither Buyer nor any of its beneficial owners or affiliates is affiliated with, related to,

or otherwise connected in any way, whether by ownership, common control, family relationship, agreement, or otherwise, with Maison Solutions

Inc., any of its subsidiaries, or any of their respective controlling shareholders, directors, officers, or employees.

Section 6. Release.

Effective as of the Closing, Buyer, on behalf of

itself, its affiliates, successors, and assigns, and (to the extent Buyer is able to bind it as the controlling equityholder from and

after the Closing) the Company, hereby fully and irrevocably releases and forever discharges Seller and Seller’s affiliates, and

their respective past and present officers, directors, employees, agents, representatives, successors, and assigns (collectively, the

“Seller Released Parties”), from any and all claims, demands, rights, causes of action, liabilities, and obligations

of any nature whatsoever, whether known or unknown, suspected or unsuspected, arising from or relating to any matter, event, or circumstance

existing or occurring on or prior to the Closing Date in connection with the Company or the Equity Interest, except for claims arising

from any Seller Released Party’s actual fraud or express obligations under this Agreement.

Buyer shall cause the Company to ratify and be

bound by the foregoing release, and shall deliver, or cause to be delivered, a separate written release executed by the Company in favor

of the Seller Released Parties at or prior to the Closing.

Buyer (and the Company) expressly waives and relinquishes

all rights and benefits afforded by Section 1542 of the California Civil Code, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN

BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Section 7. Assumption of Liabilities.

Effective as of the Closing, Buyer hereby assumes

and agrees to pay, perform, and discharge any and all debts, obligations, and liabilities of the Company of any kind, nature, or description

whatsoever, whether known or unknown, absolute or contingent, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated,

whether due or to become due, and whether arising before, on, or after the Closing Date (collectively, the “Assumed Liabilities”).

The Company shall retain all of its liabilities and obligations following the Closing, and no Seller Released Party shall have any responsibility

or liability for any liability or obligation of the Company of any nature whatsoever, whether arising before, on, or after the Closing

Date.

Buyer’s assumption obligations under this

Section 7 shall survive the Closing indefinitely and are not subject to any basket, cap, or survival limitation. Buyer’s indemnification

obligations with respect to the Assumed Liabilities and the Post-Effective Time Liabilities are set forth in Section 8.

Section 8. Indemnification.

(a) Buyer shall indemnify, defend, and

hold harmless Seller and its affiliates, and their respective past, present, and future shareholders, members, partners, directors, officers,

managers, employees, agents, advisors, successors, and assigns, and Mr. John Jun Xu, in his individual capacity as guarantor under SBA

Form 2128 (collectively, the “Seller Indemnitees”), from and against any and all losses, damages, liabilities, claims,

actions, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”),

incurred by the Seller Indemnitees arising out of, resulting from, or relating to:

(i) any inaccuracy in or breach of any representation or

warranty made by Buyer in this Agreement;

(ii) any breach or non-fulfillment of any covenant, agreement,

or obligation to be performed by Buyer pursuant to this Agreement;

(iii) any and all Assumed Liabilities and Post-Effective

Time Liabilities, and any and all other liabilities or obligations of the Company, whether arising before, on, or after the Closing Date;

and

(iv) the Company’s U.S. Small Business Administration

loan(s) and the related notes, security agreements, and guarantees, including SBA Form 2128 executed by Mr. John Jun Xu, and any demand,

enforcement, or collection by the SBA against Mr. John Jun Xu or the Company.

(b) Seller shall indemnify, defend,

and hold harmless Buyer and its affiliates, and their respective shareholders, directors, officers, employees, and agents (collectively,

the “Buyer Indemnitees”) from and against any and all Losses incurred by the Buyer Indemnitees arising out of or resulting

from:

(i) any inaccuracy in or breach of any representation or

warranty made by Seller in Section 5(a) of this Agreement; or

(ii) any breach or non-fulfillment of any covenant, agreement,

or obligation to be performed by Seller pursuant to this Agreement.

The aggregate liability of Seller for indemnification under

this Section 8(b) shall not exceed the Purchase Price ($1.00), except in the case of actual fraud by Seller. In no event shall Seller

be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages, or for any lost profits, diminution in

value, or damages calculated on a multiple-of-earnings or similar basis, except to the extent actually awarded to a third party. From

and after the Closing, except in the case of actual fraud, the indemnification provisions of this Section 8, together with the release

in Section 6 and the assumption and indemnity in Section 7, shall be the sole and exclusive remedy of the Buyer Indemnitees for any and

all claims arising out of or relating to this Agreement, the Company, or the Equity Interest, and Buyer hereby waives, to the fullest

extent permitted by law, any other rights or remedies (whether in contract, tort, statute, or otherwise).

Indemnitee (the “Indemnified Party”) receives notice of any claim, demand, or proceeding asserted by a third party

(a “Third-Party Claim”) that may give rise to indemnification hereunder, the Indemnified Party shall promptly notify

the Party from whom indemnification is sought (the “Indemnitor”) in writing; provided that the failure to give such

prompt notice shall not relieve the Indemnitor of its obligations except to the extent it is actually and materially prejudiced thereby.

The Indemnitor shall have the right to assume and control the defense of such Third-Party Claim with counsel of its choice, and shall

not settle any such claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld) unless such settlement

provides solely for monetary payment fully borne by the Indemnitor and includes a full release of the Indemnified Party. The Parties shall

cooperate in good faith in the defense of any Third-Party Claim.

Section 9. Disclaimer of Other Representations and Warranties; As-Is

Purchase.

Buyer acknowledges and agrees that Buyer has had

the opportunity to conduct its own independent investigation, review, and analysis of the Company, the Equity Interest, and the transactions

contemplated by this Agreement. Except for the specific representations and warranties expressly made by Seller in Section 5(a), Buyer

agrees to accept the Equity Interest on the Closing Date on an “AS-IS, WHERE-IS” basis. Seller expressly disclaims, and Buyer

acknowledges that Buyer is not relying on, any other representations or warranties of any kind, express or implied, written or oral, at

law or in equity, with respect to the Company, the Equity Interest, its business, financial condition, operations, assets, liabilities,

or prospects, or the transactions contemplated hereby. Without limiting the foregoing, Buyer acknowledges and agrees that it is acquiring

the Equity Interest subject to the ATW Pledge and to the SBA Lien on the Company’s assets, that such Encumbrances will remain in

place after the Closing, and that Buyer waives any requirement that the Equity Interest be delivered free and clear of such Encumbrances.

Section 10. Survival.

The representations and warranties contained in

Section 5 shall survive the Closing for a period of six (6) months following the Closing Date, except that (i) in the case of actual fraud

by the Party making such representation, such representations and warranties shall survive until the expiration of the applicable statute

of limitations, and (ii) the covenants, agreements, indemnities, releases, and assumption obligations of Buyer set forth in Sections 8(a)(ii),

8(a)(iii), 8(a)(iv), 6, and 7 (including, without limitation, Buyer’s indemnification and assumption obligations with respect to

the Assumed Liabilities and the Post-Effective Time Liabilities) shall survive the Closing indefinitely (or until the expiration of the

applicable statute of limitations) and shall not be subject to the six-month survival period. No claim for indemnification under Section

8(a)(i) or 8(b)(i) (i.e., claims for breach of a representation or warranty) may be brought unless written notice of such claim, describing

in reasonable detail the basis therefor, is delivered to the Indemnitor prior to the expiration of the applicable survival period, in

which case such claim shall survive until finally resolved. Notwithstanding the foregoing, the representation and warranty in Section

5(b)(v) (No Affiliation) shall survive the Closing until the expiration of the applicable statute of limitations.

Section 11. Miscellaneous.

(a) Expenses. All costs

and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring

such costs and expenses.

(b) Notices. All notices,

claims, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given: (i) when delivered

by hand, with written confirmation of receipt; (ii) when received by the addressee if sent by a nationally recognized overnight courier,

receipt requested; (iii) on the date sent by email transmission of a PDF document, with confirmation of transmission, if sent during normal

business hours of the recipient, and on the next business day if sent after normal business hours; or (iv) on the third day after mailing

by certified or registered mail, return receipt requested, postage prepaid, in each case to the respective Parties at the addresses set

forth below, or to such other address as a Party may designate by notice in accordance with this Section 11(b).

If to Seller:

Maison Solutions Inc., 127 N. Garfield Ave., Monterey Park,

CA 91754;

Attn: ____________________;

Email: ____________________

If to Buyer:

DNL Management Inc.;

Attn: ____________________;

Email: ____________________

Recitals. The Recitals set forth above are incorporated into and made a part of this Agreement as if fully set forth herein. This

Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting,

or causing to be drafted, any instrument. The headings in this Agreement are for reference only and shall not affect the interpretation

of this Agreement.

(d) Confidentiality. The

Parties agree to maintain this Agreement and its terms in confidence and not disclose them to any person other than their respective officers,

directors, managers, members, shareholders, employees, accountants, attorneys, advisors, financing sources, and representatives, except

as required by applicable law, regulation, legal process, court order, stock exchange rule, or securities law disclosure obligation (including,

without limitation, any filing or disclosure required of Seller or its affiliates under the U.S. securities laws or applicable stock exchange

rules).

(e) Severability. If any

term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability

shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other

jurisdiction.

(f) Entire Agreement. This

Agreement, the Disclosure Schedule, and the closing deliverables referenced herein constitute the sole and entire agreement of the Parties

with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings, agreements, representations,

and warranties, whether written or oral, with respect to such subject matter.

(g) Successors and Assigns. This

Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither

Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, and no assignment

shall relieve the assigning Party of its obligations hereunder.

(h) Third-Party Beneficiaries.

The Seller Released Parties and the Seller Indemnitees (in each case who are not Parties) are intended third-party beneficiaries

of Sections 6, 7, and 8 and may enforce such provisions directly. Except as expressly set forth herein, this Agreement is for the sole

benefit of the Parties and their permitted successors and assigns and confers no rights on any other person.

(i) Amendment and Waiver. This

Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any

provision of this Agreement shall be effective unless expressly set forth in writing and signed by the Party granting such waiver.

(j) Governing Law; Dispute Resolution.

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws

of the State of California, without giving effect to any choice or conflict of law provision or rule. Subject to the arbitration provision

below, the state and federal courts located in Los Angeles County, California shall have jurisdiction over any court action permitted

under this Section. Any dispute arising out of or relating to this Agreement that the Parties do not resolve shall be finally resolved

by binding arbitration administered by JAMS in Los Angeles County, California, before a single arbitrator under its Comprehensive Arbitration

Rules, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may

seek injunctive or other provisional relief from a court of competent jurisdiction to preserve the status quo or prevent irreparable harm

pending arbitration, and the exclusive venue for any such court action is Los Angeles County, California. To the fullest extent permitted

by law, each Party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

(k) Counterparts; Electronic Signatures.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be

deemed one and the same agreement. A signed copy of this Agreement delivered by email or other electronic transmission shall be deemed

to have the same legal effect as delivery of an original signed copy.

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be executed as of the date first written above. This Agreement shall be effective once all Parties have executed it.

Seller: Maison Solutions Inc.

By:

Name:

John Xu

Title:

CEO

Date:

July 2, 2026

Buyer: DNL Management Inc.

By:

Name:

Dengyue Liu

Title:

President

Date:

July 2, 2026

DISCLOSURE SCHEDULE

This Disclosure Schedule (this “Disclosure

Schedule”) is delivered pursuant to, and forms a part of, the Equity Purchase Agreement (the “Agreement”). Capitalized

terms used but not defined in this Disclosure Schedule have the meanings given in the Agreement, and capitalized terms defined in this

Disclosure Schedule have such meanings when used in the Agreement. The section references below correspond to the sections of the Agreement;

any matter disclosed under one section is deemed disclosed for each other section to which its relevance is reasonably apparent on its

face. The inclusion of any item is for disclosure purposes only and is not an admission that such item is material or is required to be

disclosed.

Section 5(a)(iii) Permitted Encumbrances

1. ATW Pledge. The Equity Interest is pledged to

JAK Opportunities XV LLC, as collateral agent for ATW Opportunities Master Fund and/or its affiliated funds (collectively, “ATW”),

pursuant to the Pledge and Security Agreement entered into in connection with Seller’s senior secured convertible notes (the “ATW

Pledge”). By a Consent and Waiver dated December 18, 2025, ATW waived the event of default under the applicable disposition

covenant arising from the transactions contemplated by the Agreement; such Consent and Waiver did not release the ATW Pledge.

2. SBA Lien. The assets of the Company are subject

to a blanket lien in favor of the SBA securing the Company’s SBA Economic Injury Disaster Loan (Loan No. 7244867809; original principal

US$500,000; 3.75% per annum; 30-year term; per the Amended Loan Authorization and Agreement dated January 12, 2022), evidenced by California

UCC-1 financing statement No. 207796789823 (the “SBA Lien”). The SBA Lien encumbers the Company’s assets and

not the Equity Interest, and is disclosed for completeness and in connection with Section 9 of the Agreement. For the avoidance of doubt,

the SBA Lien is a lien on the Company’s tangible and intangible personal property only, and does not constitute a pledge, charge,

mortgage, or other Encumbrance on, or security interest in, the Equity Interest or any shares of capital stock of the Company.

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