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

Up to 22,790,625 Shares of Class A Common Stock 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 common 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 be 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 so 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, 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 stock For a more complete discussion of the terms and conditions of the Securities Purchase Agreement, Notes, and Private Placement, The Selling Stockholder may offer all or part of the Shares for resale from time to time through public or private transactions ateither fixed prices or prevailing market prices at the time of sale, at varying prices or negotiated prices. The Selling Stockholder maysell Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessionsor commissions from the Selling Stockholder, the purchasers of the Shares, or both. For information concerning the Selling We do not know when or in what amount the Selling Stockholder may offer the Shares for sale. The Selling Stockholder may sellsome, all or none of the Shares offered by this prospectus. We will bear all costs, expenses and fees in connection with the registrationof the Shares, including all registration, listing and qualifications fees, printers, fees and expenses of the Company’s counsel and The Company is not selling any securities under this prospectus and will not receive any proceeds from the sale of the shares of Our Class A common stock trades on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “MSS”. On December 18,2025, the last reported sales price of our Class A common stock on Nasdaq was $0.4475per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, assuch, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future We are a “Controlled Company” as defined under the listing rules of Nasdaq because, and as long as, Mr.John Xu, ourPresident, Chief Executive Officer and Chairman, holds more than 50% of the Company’s outstanding voting power he willexercise control over the management and affairs of the Company and matters requiring stockholder approva