EX-99.1 2 ea028376001ex99-1.htm CERTIFICATE OF AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, DATED MARCH 23, 2026

Exhibit 99.1

 

CERTIFICATE OF AMENDMENT TO

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF MAISON SOLUTIONS INC.

 

Maison Solutions Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

 

1. Section IV of the Corporation’s Certificate of Incorporation shall be amended to include the following:

 

“Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”), each ten (10) shares of the Corporation’s Class A common stock, par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into one (1) share of Class A common stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par value which shall remain $0.0001 per share (the “Reverse Stock Split”). No fractional shares of Class A common stock will be issued as a result of the Reverse Stock Split; instead of issuing such fractional shares, any fractional shares resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock, and all shares of Class A common stock eliminated as a result of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”

 

2. This Certificate of Amendment, which amends, restates and further integrates the certificate of incorporation of the Corporation as heretofore in effect, has been approved by the Board of Directors of the Corporation (the “Board”) in accordance with Sections 242 and 245 of the DGCL, and has been adopted by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, Maison Solutions Inc. has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation, on March 18, 2026.

 

Maison Solutions Inc., a Delaware corporation  
   
By: /s/ John Xu  
Name:  John Xu  
Title: Chief Executive Officer