Maison Solutions Inc.

S-11 ea0237771-s1_maison.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 11, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MAISON SOLUTIONS INC.**

**(Exact name of Registrant as specified in its charter)

**127 N Garfield Ave, Monterey Park, California 91754

**(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

**John Xu

President and Chief Executive Officer

Maison Solutions Inc.

127 N Garfield Ave, Monterey Park, California 91754

(626) 737-5888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Mark Y. Liu, Esq.

Christina Russo, Esq.

Akerman LLP

633 West Fifth Street, Suite 6400

Los Angeles, California 90071

(213) 688-9500

Approximate date of commencement of the proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 11, 2025

62,700,000 Shares of Class A Common Stock

Maison Solutions Inc.

This prospectus relates to the proposed resale or other disposition, from time to time, by the Selling Stockholder identified herein (the “Selling Stockholder”) of up to 62,700,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Maison Solutions Inc., a Delaware corporation (the “Company”).

We are registering the resale of up to 62,700,000 shares of Class A common stock consisting of (i) up to 19,800,000 shares of Class A common stock (the “Initial Note Shares”) issuable upon conversion of that certain senior unsecured convertible promissory note dated as of March 12, 2025, issued to the Selling Stockholder in a private placement transaction (the “Private Placement”) in the original principal amount of $3.0 million (the “Initial Note”) pursuant to that certain Securities Purchase Agreement, dated March 12, 2025 (the “Securities Purchase Agreement”), with the Selling Stockholder, and (ii) up to 42,900,000 shares of Class A common stock (the “Incremental Shares” and together with the Initial Note Shares, the “Shares”) issuable upon conversion of the senior unsecured convertible promissory notes (the “Additional Notes”, and together with the Initial Note, the “Notes”) issuable upon exercise of that certain note purchase warrant, dated March 12, 2025 (the “Incremental Warrant”), issued to the Selling Stockholder in the Private Placement and exercisable for one or more Additional Notes in the aggregate original principal amount of up to $6,500,000 pursuant to the Securities Purchase Agreement, in each case, including all accumulated interest until the respective maturity dates and payment premia on the Notes, using the floor price of $0.26, assuming that each Note remains outstanding until its respective maturity date and that the payment premia and interest on the Notes are paid in shares of Class A common stock.

For a more complete discussion of the terms and conditions of the Securities Purchase Agreement, Notes, Incremental Warrant and Private Placement, see the discussion under the heading “Private Placement” in this prospectus.

The Selling Stockholder may offer all or part of the Shares for resale from time to time through public or private transactions at either fixed prices or prevailing market prices at the time of sale, at varying prices or negotiated prices. The Selling Stockholder may sell Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder, the purchasers of the Shares, or both. For information concerning the Selling Stockholder and the manner in which it may offer and sell shares of our Class A common stock, see “Selling Stockholder” and “Plan of Distribution” in this prospectus.

We do not know when or in what amount the Selling Stockholder may offer the Shares for sale. The Selling Stockholder may sell some, all or none of the Shares offered by this prospectus. We will bear all costs, expenses and fees in connection with the registration of the Shares, including all registration, listing and qualifications fees, printers, fees and expenses of the Company’s counsel and accountants (including legal fees of Selling Stockholder’s counsel associated with the review of the Registration Statement). The Selling Stockholder will bear all commissions attributable to its sale of Shares. See the section entitled “Plan of Distribution.”

The Company is not selling any securities under this prospectus and will not receive any proceeds from the sale of the shares of the Company’s Class A common stock pursuant to this prospectus.

Our Class A common stock trades on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “MSS”. On April 9, 2025, the last reported sales price of our Class A common stock on Nasdaq was $1.02 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

We are a “Controlled Company” as defined under the listing rules of Nasdaq because, and as long as, Mr. John Xu, our President, Chief Executive Officer and Chairman, holds more than 50% of the Company’s outstanding voting power he will exercise control over the management and affairs of the Company and matters requiring stockholder approval, including the election of the Company’s directors. For so long as we remain a Controlled Company under that definition, we are permitted to elect, and intend, to rely on certain exemptions from the corporate governance rules of Nasdaq, including:

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the SEC). Under this registration statement, the Selling Stockholder may sell from time to time the Shares described in this prospectus in one or more offerings or otherwise as described in the section entitled “Plan of Distribution” beginning on page 18 of this prospectus.

**You should rely only on the information contained in this prospectus, any of the documents incorporated herein by reference, any prospectus supplement, or on any free writing prospectus, that we have authorized for use in connection with this offering. We have not authorized anyone to provide any information other than that contained in this prospectus, any of the documents incorporated herein by reference, any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.**Our business, financial condition and results of operations may have changed since that date.This prospectus is not an offer to sell these securities and we are not and the Selling Stockholder is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This prospectus and the documents incorporated herein by reference contain information derived from various public sources regarding our industry. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

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