Maison Solutions Inc-A美股招股说明书(2025-12-19版)

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 22,790,625 shares of Class A common stock, par value $0.0001 per share (“Class A commonstock”), of Maison Solutions Inc., a Delaware corporation (the “Company”). We are registering the resale of up to 22,790,625 shares of Class A common stock (the “Additional Note Shares” or the “Shares”)issuable upon conversion of that certain senior unsecured convertible promissory note dated as of October 22, 2025, issued to theSelling Stockholder in a private placement transaction (the “Private Placement”) in the original principal amount of $3,000,000 (the“Additional Note”) pursuant to a partial exercise of a certain note purchase warrant to purchase senior unsecured convertiblepromissory notes of the Company up to an aggregate principal amount of $6,500,000 (the “Incremental Warrant”) issued by theCompany pursuant to that certain Securities Purchase Agreement, dated as of March 12, 2025 (the “Securities Purchase Agreement”),with the Selling Stockholder, including all accumulated interest until the maturity date and payment premium on the Additional Note.For the purpose of calculating the amount of Class A common stock shares issuable upon conversion of the Additional Note to beregistered for resale pursuant to this prospectus, we are assuming the following: (i) the Additional Note is converted in full withoutregard to any limitations on exercise set forth in the Additional Note ($3,000,000); (ii) interest on the Additional Note has accruedthrough the two year maturity date and is paid in shares of our Class A common stock, at a rate of 5.25% per annum ($315,000); (iii)the Additional Note is converted at the floor price of $0.16 (the “Floor Price”); and (iv) all shares issued in payment of interest underthe Additional Note are issued at the Floor Price. The Additional Note has an initial conversion price of the $0.78 per share of Class A common stock (the “Fixed Price”), amaturity date of October 22, 2027, bears interest at a rate to 5.25% per annum and was issued for a purchase price of $2,745,000. Theinterest rate may increase to 18.00% per annum upon the occurrence of an Event of Default (as defined in the Additional Note), for solong as such event remains uncured. Accrued interest will be paid on a monthly basis and, at the Company’s option, will either be paidin cash or paid-in-kind in shares of Class A common stock, subject to certain terms and conditions as set forth in the Additional Note. Beginning on the effective date of this registration statement and on the same day of each successive month thereafter, the FixedPrice will be adjusted (downwards only) to the lower of (a) the Fixed Price then in effect and (b) the lower of (x) 95% of the lowestdaily VWAP (as defined in the Additional Note) of the Class A common stock during the 10 consecutive trading days immediatelyprior to the applicable measurement date and (y) the Floor Price then in effect (the “Variable Price”). The conversion price of theAdditional Note may also be adjusted from time to time pursuant to the other terms and conditions of the Additional Note. Pursuant tothe conversion price reset provisions of the Additional Note, if the market price of the Class A common stock falls below the FixedPrice, the number of shares of Class A common stock issuable upon conversion of the Additional Note will increase. Additionally,pursuant to the terms of the Additional Note, the Company may at any time during the term of the Additional Note, subject to the rulesand regulations of Nasdaq (as defined below), reduce the then current conversion price or the then current Floor Price of the AdditionalNote to any amount and for any period of time deemed appropriate by the board of directors of the Company, which could result infurther increases in the number of shares of Class A common stock issuable upon conversion of the Additional Note. As such, theamount of Class A common stock shares registered under this registration statement may not be sufficient to cover the maximumnumber of shares issuable upon conversion of the Additional Note. The Selling Stockholder has the right to elect at any time to convert the Additional Note into shares of Class A common stock, solong as the aggregate number of shares of Class A common stock then beneficially owned by the Selling Stockholder (together with itsaffiliates) would not exceed 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of Class A common stockoutstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with theterms of the Additional Note. The Selling Stockholder has the right to increase or decrease the Beneficial Ownership Limitation uponprior notice to the Company, provided that the Beneficial Ownership Limitation may in no event exceed 9.99