Maison Solutions Inc-A 2024年度报告

2024 ANNUAL REPORT Name of each exchange on which registeredThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesտNoց 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 1934during 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 filingrequirements for the past 90 days. YesտNoց Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): YesտNoց As of October 31, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the commonstock of the registrant held by non-affiliates was approximately $14,896,000 based on the closing price of the registrant’s Class A common stock on thatdate. As of August 6, 2024, the number of shares of the registrant’s Class A common stock, $0.0001 par value, outstanding was 17,450,476 shares. Table of Contents PagePART IItem 1.Business4Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures58Item 9B.Other Information59Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections59PART IIIItem 10.Directors, Executive Officers and Corporate Governance60Item 11.Executive Compensation64Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66Item 13.Certain Relationships and Related Transactions, and Director Independence68Item 14.Principal Accountant Fees and Services68PART IVItem 15.Exhibits and Financial Statement Schedules70Item 16.Form 10-K Summary71 PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “forward-looking statements” that involve substantial risks and uncertainties. All statements otherthan statements of historical or current fact included in this Annual Report on Form 10-K are forward looking statements. Forward-looking statementsrefer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance,and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical