SecProbe.io

August 21, 2025
John Xu
Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, California 91754
Re:Maison Solutions Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 5, 2025
File No. 333-286500
Dear John Xu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 22, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed August 5, 2025
Cover Page
1.We note your response to prior comment 4. Please update the total "Conversion
Amount" used to calculate the number of shares being registered, as the $5,148,000
figure appears outdated based on your updated calculations.
Risk Factors
Risks Related to This Offering
The shares of Class A common stock being offered in this prospectus represent a substantial
percentage..., page 8
2.Please disclose the percentage of shares being offered in this prospectus compared to
your public float, as well as currently outstanding shares.

August 21, 2025
Page 2
If we are unable to regain or maintain compliance with the continued listing requirements...,
page 9
3.We note your response to prior comment 2. Please restore to this risk factor disclosure
regarding the negative impact that sales of the shares of Class A common stock being
offered in this prospectus may have on the trading price of your shares and therefore
your ability to regain compliance with Nasdaq's minimum bid price requirement.
Private Placement
Initial Note, page 14
4.We note your added disclosure in response to prior comment 3. Please also disclose
the trading price of your Class A common stock at which, assuming conversion at the
floor price and sale of all conversion shares, the selling shareholder would no longer
realize a profit relative to what it paid for the Initial Note.
General
5.We note that you are relying on Instruction VII to Form S-1 to incorporate by
reference previously filed Exchange Act reports, which requires that you have filed an
annual report for your most recently completed fiscal year. Your Form 10-K for the
year ended April 30, 2025, filed on August 14, 2025, incorporates the Part III
information by reference to a proxy statement not yet on file. Please either file the
complete Form 10-K, including Part III information, or amend your registration
statement to include Part III information.
            Please contact Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Christina C. Russo