Maison Solutions Inc-A美股招股说明书(2025-12-31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 16,909,622 shares of Class A common stock, par value $0.0001 per share (“Class A common 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 ina 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 PurchaseAgreement”), with the Selling Stockholder, including all accumulated interest until the maturity date and payment premium on theInitial Note. For the purpose of calculating the amount of Class A common stock shares issuable upon conversion of the Initial Note tobe registered for resale pursuant to this prospectus, we are assuming the following: (i) the principal amount of the Initial Note is The Initial Note has an initial conversion price of $1.0289, bears interest at a rate of eight percent (8%) per year, and matures onOctober 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 theconversion price of the Initial Notes then in effect. In no event, however, shall the Initial Note be convertible at a price less than theFloor Price. The Investor’s conversions of the Initial Note will be limited such that no conversion may be made to the extent that 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 ofClass A common stock issuable upon conversion of the Initial Note, failure pay redemption payments if and when required under theInitial Note, certain bankruptcy or insolvency events, certain change of control transactions, the failure of the Company to file certainrequired reports under the Exchange Act of 1934, as amended (the “Exchange Act”), any defaults under the Securities PurchaseAgreement or any Additional Note (as defined in the Securities Purchase Agreement), default by the Company on any of its At the option of the Investor, the Initial Note will be subject to mandatory redemption by the Company at price equal to 125% ofthe balance owing thereunder in the event of a default under the Initial Note or other transaction documents, or upon a change incontrol of the Company or certain other fundamental transactions. The Company may, at its option and upon no less than 10 days or During the three (3) years following the issuance of the Initial Note, additional Notes (the “Additional Notes”) may, at the electionof the Investor, be purchased from time to time up to a maximum additional aggregate principal amount of either $4 million or $67million, in each case, subject to the satisfaction or waiver of certain conditions. In the event that the Company conducts aCryptocurrency Related Business Transaction (as defined herein) within one hundred and eighty (180) calendar days of the date of the 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 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, concessions 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 ofthe 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 29,2025, the last reported sales price of our Class A common stock on Nasdaq was $0.319 per share. We are an “emerging growth company” and a “smaller reporting compan