SEC Comment Letter 0000000000-23-002568 to Maison Solutions Inc. (MSS) (CIK 0001892292) (MSS)
Maison Solutions Inc. (MSS) (CIK 0001892292)
Date: March 15, 2023 · CIK: 0001892292 · Accession: 0000000000-23-002568
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 15, 2023 John Xu President and Chief Executive Officer Maison Solutions Inc. 127 N Garfield Ave Monterey Park, CA 91754 Re:Maison Solutions Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 27, 2023 CIK No. 0001892292 Dear John Xu: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 27, 2023 Capitalization, page 43 1.Please add a subtotal for your total capitalization. Note that cash and cash equivalents should not be included in the subtotal.
FirstName LastNameJohn Xu Comapany NameMaison Solutions Inc. March 15, 2023 Page 2 FirstName LastName John Xu Maison Solutions Inc. March 15, 2023 Page 2 General 2.We note your response to comment 19 and that you intend to use the proceeds from this offering to acquire Dai Cheong Trading Inc. and HKGF Market of Alhambra, Inc, which are controlled by related parties. The guidance in FRC 506.02(c)(ii) states that an acquisition is considered to be probable whenever the registrant’s financial statements alone would not provide investors with adequate financial information with which to make an investment decision. Please provide us with a more detailed analysis of how you determined the potential acquisitions of Dai Cheong Trading Inc., and HKGF Market of Alhambra, Inc. are not probable. You may contact Aamira Chaudhry at 202-551-3389 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Mark Y Liu
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United States securities and exchange commission logo
March 15, 2023
John Xu
President and Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, CA 91754
Re:Maison Solutions Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February 27, 2023
CIK No. 0001892292
Dear John Xu:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 27, 2023
Capitalization, page 43
1.Please add a subtotal for your total capitalization. Note that cash and cash equivalents
should not be included in the subtotal.
FirstName LastNameJohn Xu
Comapany NameMaison Solutions Inc.
March 15, 2023 Page 2
FirstName LastName
John Xu
Maison Solutions Inc.
March 15, 2023
Page 2
General
2.We note your response to comment 19 and that you intend to use the proceeds from this
offering to acquire Dai Cheong Trading Inc. and HKGF Market of Alhambra, Inc, which
are controlled by related parties. The guidance in FRC 506.02(c)(ii) states that an
acquisition is considered to be probable whenever the registrant’s financial statements
alone would not provide investors with adequate financial information with which to
make an investment decision. Please provide us with a more detailed analysis of how you
determined the potential acquisitions of Dai Cheong Trading Inc., and HKGF Market of
Alhambra, Inc. are not probable.
You may contact Aamira Chaudhry at 202-551-3389 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Mark Y Liu