Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 22, 2026, Maison Solutions Inc., a Delaware corporation (the "Company"), and AZLL LLC, a wholly owned subsidiary of the Company ("AZLL"), entered into a Formation, Subscription and Software Contribution Agreement (the "Formation Agreement") with Hangzhou Shengxianbao Technology Co., Ltd. ("SXB") and Yiwu Yanghan E-Commerce Firm ("Yiwu Yanghan," and together with SXB, the "Cash Subscribers"). The Formation Agreement provides for the formation of a new private company limited by shares to be incorporated in Hong Kong under the proposed name "Maison AI Limited" (the "New Company") to develop and commercialize artificial-intelligence software for grocery retail and supply-chain applications.

At the closing contemplated by the Formation Agreement (the "Closing"), the New Company will issue an aggregate of 222 ordinary shares, AZLL will subscribe for 200 ordinary shares,approximately 90.09% in consideration for the software contribution described below, and each of SXB and Yiwu Yanghan will subscribe for 11 ordinary shares,approximately 4.96%, for cash consideration of US$110,000 each,US$220,000 in the aggregate.

At Closing, the Company will contribute to the New Company, for the account and benefit of AZLL, its Drem merchandise-display system and WSYQR supply-chain system (together, the "Software"), at an agreed value of US$2,000,000. The Company and its subsidiaries will retain a perpetual, non-exclusive, royalty-free license to use the Software for their internal business purposes.

The cash subscriptions are payable in six monthly installments, beginning on or about September 1, 2026.

The Closing is subject to customary conditions, including incorporation of the New Company, receipt by each party of the approvals, consents and waivers required on its part (including any release of liens on the Software), and execution at Closing of an agreed form of shareholders agreement (the "Shareholders Agreement"). The Formation Agreement may be terminated if the Closing has not occurred by March 31, 2027. The Shareholders Agreement has not been executed and will not become effective unless and until executed by the Company and all shareholders at Closing.

Following the Closing, AZLL will control the New Company as the holder of approximately 90.09% of its issued shares. The Formation Agreement is governed by the laws of Hong Kong.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Formation Agreement and the agreed form of Shareholders Agreement, filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.