Maison Solutions Inc.

S-11 ea0263264-s1_maison.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 10, 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)

**Maison Solutions Inc.

127 N Garfield Ave

**Monterey Park, California 91754

(626) 737-5888

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

VCorp Services, LLC

108 W. 13 th Street, Suite 100

Wilmington, DE 19801

(302) 658-7581

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

**Copies to:

Joe Laxague, Esq.

The Crone Law Group P.C.

**420 Lexington Avenue, Suite 2446

New York, NY 10170

(775) 234-5221

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 DECEMBER 10, 2025

Up to 16,909,622 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 16,909,622 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 16,909,622 shares of Class A common stock (the “Initial Note Shares” or the “Shares”) issuable upon conversion of a Senior Secured Convertible Promissory Note dated October 1, 2025, issued to the Selling Stockholder in a private placement transaction (the “Private Placement”) in the original principal amount of $3,000,000 for a purchase price of $2,745,000 (the “Initial Note”) pursuant to a Securities Purchase Agreement, dated as of September 28, 2025 (the “Securities Purchase Agreement”), with the Selling Stockholder, including all accumulated interest until the maturity date and payment premium on the Initial Note. For the purpose of calculating the amount of Class A common stock shares issuable upon conversion of the Initial Note to be registered for resale pursuant to this prospectus, we are assuming the following: (i) the principal amount of the Initial Note is converted in full without regard to any limitations on exercise set forth in the Initial Note ($3,000,000); (ii) interest on the principal amount of the Initial Note has accrued through the two year maturity date and is paid in shares of our Class A common stock, at a rate of 8.0% per annum ($480,000); (iii) the entire principal balance of the Initial Note is converted at the floor price of $0.2058 per share (the “Floor Price”); and (iv) all shares issued in payment of interest under the Initial Note are issued at the Floor Price.

The Initial Note has an initial conversion price of $1.0289, bears interest at a rate of eight percent (8%) per year, and matures on October 1, 2027. Interest payments are required to be paid monthly beginning on November 1, 2025, and may be paid in cash or, subject to the satisfaction of certain conditions described in the Initial Note, in shares of Class A common stock valued at the conversion price of the Initial Notes then in effect. In no event, however, shall the Initial Note be convertible at a price less than the Floor Price. The Investor’s conversions of the Initial Note will be limited such that no conversion may be made to the extent that aggregate number of shares of the Class A common stock then beneficially owned by the Investor (together with its affiliates) would exceed 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion. The Investor has the right to increase the Beneficial Ownership Limitation, upon no less than 61 days’ prior notice, up to 9.99% of the number of shares of Class A common stock outstanding immediately after giving effect to the conversion.

The Initial Note provides for customary events of default which include, among others, nonpayment of principal or interest, breach of covenants or other agreements in the Securities Purchase Agreement and the Initial Note, failure to timely deliver shares of Class A common stock issuable upon conversion of the Initial Note, failure pay redemption payments if and when required under the Initial Note, certain bankruptcy or insolvency events, certain change of control transactions, the failure of the Company to file certain required reports under the Exchange Act of 1934, as amended (the “Exchange Act”), any defaults under the Securities Purchase Agreement or any Additional Note (as defined in the Securities Purchase Agreement), default by the Company on any of its obligations under any other indebtedness exceeding $250,000, and certain final judgements for payment of money are rendered against the Company. Upon an event of default that is continuing, the holder of the Initial Note will have the right to convert all or any portion of the Initial Note at a price equal to the Alternate Conversion Price, which is defined as the lower of (i) the Conversion Price and (ii) 90% of the lowest trading price of the Class A common stock during the ten (10) consecutive trading days preceding the conversion notice (subject to the Floor Price).

At the option of the Investor, the Initial Note will be subject to mandatory redemption by the Company at price equal to 125% of the balance owing thereunder in the event of a default under the Initial Note or other transaction documents, or upon a change in control of the Company or certain other fundamental transactions. The Company may, at its option and upon no less than 10 days or more 50 days advance notice, redeem the Initial Note in full at a price equal to 125% of the balance owing thereunder.

During the three (3) years following the issuance of the Initial Note, additional Notes (the “Additional Notes”) may, at the election of the Investor, be purchased from time to time up to a maximum additional aggregate principal amount of either $4 million or $67 million, in each case, subject to the satisfaction or waiver of certain conditions. In the event that the Company conducts a Cryptocurrency Related Business Transaction (as defined herein) within one hundred and eighty (180) calendar days of the date of the Securities Purchase Agreement, the Investor will have the right to purchase up to an aggregate of $4.0 million in additional Notes. If a Cryptocurrency Related Business Transaction does not occur within 180 days of the date of the Securities Purchase Agreement, the Investor will have the right to purchase up to a total aggregate of $67 million in Additional Notes.

For a more complete discussion of the terms and conditions of the Securities Purchase Agreement, Note, 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 December 9, 2025, the last reported sales price of our Class A common stock on Nasdaq was $0.5294 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 5.

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 14 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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