UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41720

MAISON SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware		84-2498797
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

127 N Garfield Avenue
Monterey Park, California 91754

(Address of Principal Executive Offices, including zip code)

(626) 737-5888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of March 17, 2026, the number of shares of Class A common stock, $0.0001 par value, outstanding was 27,451,517 shares, and the number of shares of Class B common stock, $0.0001 par value, outstanding was 3,000,000 shares.

MAISON SOLUTIONS INC.

FORM 10-Q FOR THE QUARTER ENDED JANUARY 31, 2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and April 30, 2025 (Audited)	1

	Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2026 and 2025 (Unaudited)	2

	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended January 31, 2026 and 2025 (Unaudited)	3

	Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2026 and 2025 (Unaudited)	4

	Notes to Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	65

Item 4.	Controls and Procedures	65

PART II. OTHER INFORMATION		67

Item 1.	Legal Proceedings	67

Item 1A.	Risk Factors	67

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 3.	Defaults Upon Senior Securities	67

Item 4.	Mine Safety Disclosures	67

Item 5.	Other Information	67

Item 6.	Exhibits	68

SIGNATURES		69

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MAISON SOLUTIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	As of January 31, 2026 (Unaudited)			As of April 30, 2025
ASSETS

CURRENT ASSETS
Cash	$	1,518,958		$	775,360
Accounts receivable		334,582			2,658,524
Accounts receivable - related parties		324,387			472,907
Inventories, net		5,625,140			5,324,268
Prepayments		3,509,321			2,423,684
Other receivables and other current assets		1,151,021			694,943
Other receivables - related parties		109,899			128,995
Total current assets		12,573,308			12,478,681

NON-CURRENT ASSETS
Property and equipment, net		1,415,536			1,646,056
Intangible assets, net		7,000,488			7,419,812
Digital assets		1,054,759			-
Security deposits		856,008			856,008
Investment under cost method		-			75,000
Investment under cost method - related parties		162,665			162,665
Investment under equity method		-			848,493
Operating lease right-of-use assets, net		34,143,129			35,693,340
Goodwill		14,882,849			14,882,849
Total non-current assets		59,515,434			61,584,223

Assets from discontinued operations		-			3,299,985

TOTAL ASSETS	$	72,088,742		$	77,362,889

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Bank overdraft	$	1,094,148		$	1,446,647
Accounts payable		7,286,356			7,986,255
Accounts payable - related parties		538,111			536,373
Accrued expenses and other payables		3,019,769			1,708,304
Other payables - related parties		101,167			512,824
Income tax payable		931,053			661,408
Contract liabilities		591,454			701,929
Operating lease liabilities, current		3,467,314			3,403,852
SBA loans payable, current		66,094			62,212
Note payable, current		-			4,887,094
Bank loan payable, current		1,692,477			-
Total current liabilities		18,787,943			21,906,898

NON-CURRENT LIABILITIES
SBA loans payable		2,508,379			2,553,838
Bank loan payable		2,643,141			-
Security deposit from sub-tenants		126,512			131,228
Operating lease liabilities, non-current		33,888,841			35,180,573
Notes payable, non-current		-			754,966
Convertible notes payable		2,135,984			584,199
Derivative liability		3,278,000			1,004,230
Deferred tax liability, net		1,159,739			1,183,914
Total non-current liabilities		45,740,596			41,392,948

Liabilities from discontinued operations		-			2,423,014

TOTAL LIABILITIES		64,528,539			65,722,860

Commitment and contingencies (Note 17)

STOCKHOLDER’S EQUITY
Class A Common stock, $0.0001 par value, 97,000,000 shares authorized; 23,155,613 and 17,450,476 shares issued and outstanding as of January 31, 2026 and April 30,2025		2,316			1,745
Class B Common stock, $0.0001 par value, 3,000,000 shares authorized; 3,000,000 and 2,240,000 shares issued and outstanding as of January 31, 2026 and April 30, 2025		300			224
Additional paid in capital		21,073,631			13,313,523
Accumulated deficit		(13,372,174	)		(1,648,223	)

Total Maison Solutions, Inc. stockholders’ equity		7,704,073			11,667,269

Noncontrolling interest		(143,870	)		(27,240	)

Total stockholders’ equity		7,560,203			11,640,029

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	72,088,742			77,362,889

The accompanying notes are an integral part of these consolidated financial statements.

SEC Form 10-Q filed by Maison Solutions Inc.