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MAISON SOLUTIONS INC.

127 N. Garfield Avenue

Monterey Park, California 91754

June 25, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Rebekah Reed and Lilyanna Peyser

 Re: Maison Solutions Inc.

Registration Statement on Form S-1

Filed April 11, 2025

File No. 333-286500

Ladies and Gentleman,

On behalf of Maison Solutions
Inc. (the “Company”), the undersigned is responding to the comments from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) set forth in the Staff’s letter dated April 29, 2025 (the “Comment Letter”). The Company has revised
the Registration Statement in response to the comments set forth in the Comment Letter, as well as certain other changes, and is filing
an Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) together with this response letter.

 For convenience, the
text of the Staff’s comment is set forth below in bold text, followed by the Company’s response to such comment.

Registration Statement on Form S-1 filed
April 11, 2025

Cover Page

 1. Revise your cover page disclosure as follows:

 ● Disclose the current conversion price of the Initial Note and Additional Notes and briefly summarize
the conversion price reset provisions of the notes;

 ● Highlight that the number of shares issuable upon conversion of the notes increases as the market price
of the Class A common stock falls below the initial conversion price of the notes;

 ● Quantify the “accumulated interest…and payment premia” amounts that you have assumed
will be paid in shares, so that it is clear how the 62,700,000 share figure was calculated;

 ● Explain, if true, that while you have assumed the floor conversion price of $0.26 in determining the
number of shares being registered for resale, the floor price can be lowered by the company at its discretion and in perpetuity pursuant
to Section 3(i) of the form of note on file as Exhibit 4.1, which could result in further upward adjustment of the number of shares to
be issued upon conversion.

    June 25, 2025

Page 2

Explain to us why you believe the
current offering size is appropriate in light of this floor price reset provision. State that the current registration statement may not
cover a sufficient number of shares to address full conversion of the Initial Note and Additional Notes.

Response: In response to the
Staff’s comment, the Company has revised the cover page of the Amended Registration Statement to provide the requested information.

As noted in the Company’s response
to the Staff’s comment #5 below, the Company has removed the shares underlying the Additional Notes issuable upon exercise of the
Incremental Warrant from registration in the Amended Registration Statement, decreasing the number of shares of Class A common stock registered
for resale pursuant to the Amended Registration Statement from 62,700,000 shares to 19,800,000 shares. The 19,800,000 shares registered
for resale are issuable upon conversion of the Initial Note, including all accumulated interest until the maturity date and payment premium
on the Initial Note, using the current floor price of $0.26. For the purpose of calculating the amount of Class A common stock shares
issuable upon conversion of the Initial Note to be registered for resale pursuant to the prospectus, the Company assumed the following:
(i) the Initial Note is converted in full without regard to any limitations on exercise set forth in the Initial Note; (ii) an Event of
Default under the Initial Note has occurred, resulting in a payment premium of 20% of the principal amount being paid, pursuant to the
terms of the Initial Note; (iii) interest on the Initial Note has accrued through the two year maturity date and is paid in shares of
our Class A common stock, at the Event of Default Interest Rate, as defined in the Initial Note, of 18.00% per annum; and (iv) the Initial
Note is converted at an alternate conversion price equal to the current floor price of $0.26.

The current conversion price of the
Initial Note is $1.38 per share, and the current floor price of the Initial Note is $0.26 per share. As noted above, in calculating the
offering size, the Company used a conversion price equal to the current floor price of $0.26 per share. Although the Company may at any
time during the term of the Initial Note, subject to the rules and regulations of Nasdaq, reduce the then current floor price to any amount,
the Company believes the current offering size of 19,800,000 shares is appropriate, because it represents the maximum shares issuable
upon conversion of the Initial Note given the current floor price at the time of filing the Amended Registration Statement.

In accordance with the Staff’s
comment, the Company has revised the cover page of the Amended Registration Statement to describe the floor price reset provision and
disclose that the current registration statement may not cover a sufficient number of shares to address the full conversion of the Initial
Note.

    June 25, 2025

Page 3

Risk Factors

Risks Related to This Offering, page 8

 2. Significantly expand your risk factor disclosure to highlight specific ways in which the terms of the
Incremental Note and Additional Notes may contribute to substantial dilution to existing stockholders and adversely impact the market
price of the Class A common stock. For example, explain how the conversion price reset provisions guarantee that the selling stockholder
may acquire shares at a discount to market price and how this may impact its motivations to sell such shares. Add risk factor disclosure
that the offering could cause your Class A common stock price to fall below the minimum bid price, which could result in your shares being
delisted from Nasdaq. If you have plans to seek shareholder approval for a reverse stock split, such plans should be disclosed in the
registration statement, including the proposed ratio, if known.

Response: As noted in the Company’s
response to the Staff’s comment #5 below, the Company has removed the registration for resale of the shares underlying the Additional
Notes issuable upon exercise of the Incremental Warrant in the Amended Registration Statement. In response to the Staff’s comment,
the Company has revised its risk factor disclosures on pages 8 through 9 of the Amended Registration Statement to highlight the specific
ways in which the Initial Note may contribute to substantial dilution to existing stockholders and adversely impact the market price of
the Company’s Class A common stock. The Company has also revised its disclosure on pages 8 through 9 of the Amended Registration
Statement to (i) explain how the conversion price reset provisions guarantee that the Selling Stockholder may acquire shares at a discount
to market price and how this may impact its motivations to sell such shares, and (ii) disclose that the offering could cause the Class
A common stock price to fall below the minimum bid price, which could result in the Class A common stock being delisted from Nasdaq. Furthermore,
the Company has added two risk factors on pages 8 through 9 of the Amended Registration Statement titled, “The shares of Class
A common stock being offered in this prospectus represent a substantial percentage of our outstanding Class A common stock shares, and
the sales of such shares, or the perception that these sales could occur, could cause the market price of our Class A common stock to
decline significantly.” and “The bid price of our Class A common stock is currently trading below $1.00 and sales of
the shares of Class A common stock being offered in this prospectus or the perception that these sales could occur may cause the stock
price to remain below $1.00 or may cause future decreases to the stock price of our Class A common stock which could result in the shares
of our Class A common stock being delisted from the Nasdaq Capital Market.” Lastly, as of the date of this response letter,
the Company does not currently have plans to seek stockholder approval for a reverse stock split.

Stockholders may experience dilution of
their ownership interest due to the issuance of additional shares…, page 8

 3. Disclose the percentage of your outstanding shares that you are seeking to register for resale. Additionally,
we note from the proxy statement on Schedule 14A filed on April 14, 2025, that you are seeking shareholder approval of an amendment to
your articles of incorporation to increase authorized shares of Class A common stock from 92,000,000 to 153,000,000. Please address how
approval of such amendment may impact the extent of potential dilution to existing shareholders.

Response: In response to the
Staff’s comment, the Company has revised the above referenced risk factor on page 9 of the Amended Registration Statement to disclose
the percentage of outstanding shares that the Company is seeking to register for resale. Additionally, the Company has added a risk factor
titled, “The recent increase in our authorized shares of Class A common stock will permit issuances of a significant number
of shares of our Class A common stock, including future issuances of Class A common stock upon conversion of the Initial Note that may
result in immediate and substantial dilution.” on page 9 of the Amended Registration Statement to address the impact of
potential dilution to existing stockholders resulting from the increase in authorized shares of Class A common stock that was approved
by the Company’s stockholders at the Company’s 2025 Annual Meeting held on April 29, 2025.

Private Placement, page 12

    June 25, 2025

Page 4

 4. Please supplement your description of the conversion mechanisms of the Initial Note, which also apply
to the Additional Notes, to identify all reset provisions described in Section 3 of the form of note on file as Exhibit 4.1. As an example
only, it appears that in addition to the monthly reset of the conversion price and reset on any trading day in which the trading value
of the Class A common stock is at least $500,000, the conversion price will reset if there is a decline in market price following a stock
split, stock dividend, or other "stock combination event." Also summarize in greater detail the circumstances under which the
company can request exercise of the Incremental Warrant.

Response: The Company acknowledges
the Staff’s comment and has revised pages 14 and 15 of the Amended Registration Statement to provide further disclosure regarding
the conversion mechanisms and reset provisions of the Initial Note and the circumstances under which the Company can request exercise
of the Incremental Warrant.

General

 5. Please provide us with your analysis as to why you believe it is appropriate to register the resale
of the shares underlying the Additional Notes issuable upon exercise of the Incremental Warrant. Refer to Question 139.11 of Securities
Act Sections Compliance and Disclosure Interpretations. In this regard, we note that it appears to be within the selling stockholder's
discretion whether to acquire the Additional Notes and in what aggregate principal amount.

Response: The Company acknowledges
the Staff’s comment and has revised the Amended Registration Statement to remove the resale registration of the 42,900,000 shares
of Class A common stock underlying the Additional Notes issuable upon exercise of the Incremental Warrant, decreasing the number of shares
of Class A common stock registered for resale pursuant to the Amended Registration Statement from 62,700,000 shares to 19,800,000 shares.
The Amended Registration Statement only registers the shares of Class A common stock issuable upon conversion of the Initial Note, which
was issued to the Selling Stockholder in a private placement transaction on March 12, 2025.

 6. We note that you are registering for resale by a single selling stockholder Class A common stock accounting
for approximately 359% of your outstanding shares and that the selling stockholder is protected from market risk as a result of the conversion
price reset provisions of the Initial Note and Additional Notes. Please provide us with a detailed legal analysis as to why you believe
the offering by the selling stockholder should be characterized as a secondary offering rather than an indirect primary offering. Specifically
address the nature of the relationship between the selling stockholder and the issuer and the provisions of the notes which mitigate investment
risk. To the extent that this is an indirect primary, identify the selling stockholder as an underwriter and provide a fixed price at
which the selling stockholder will sell the securities for the duration of the offering. For guidance, please refer to Question 612.09
of Securities Act Rule Compliance and Disclosure Interpretations, as well as Question 139.11 of Securities Act Sections Compliance and
Disclosure Interpretations.

Response: The Company acknowledges
the Staff’s comment and respectfully submits that the proposed resale of the shares of Class A common stock by the Selling Stockholder
as contemplated in the Amended Registration Statement is not an indirect primary offering and is appropriately characterized as a secondary
offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Company has reviewed Question 139.11
of Securities Act Sections Compliance and Disclosure Interpretations. As noted in the Company’s response to the Staff’s comment
#5 above, the Company has removed the shares underlying the Additional Notes issuable upon exercise of the Incremental Warrant from registration
in the Amended Registration Statement, decreasing the number of shares of Class A common stock registered for resale pursuant to the Amended
Registration Statement from 62,700,000 shares to 19,800,000 shares. The 19,800,000 shares registered for resale are issuable upon conversion
of the Initial Note, including all accumulated interest until the maturity date and payment premium on the Initial Note, using the current
floor price of $0.26, and represent approximately 113% of our outstanding shares.

Rule 415(a)(1)(i) provides that securities
may be registered for an offering on a continuous or delayed basis in the future provided, among other things, that the registration statement
pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary. With regard to the Amended Registration Statement, neither
the Company nor any of its subsidiaries is offering securities under the Amended Registration Statement, nor is the offering being made
on behalf of the Company or any of its subsidiaries.

    June 25, 2025

Page 5

In further consideration of this comment,
the Company has reviewed Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”), which identifies six
factors to be considered in determining whether a purported secondary offering is really an indirect primary offering. C&DI 612.09
states in relevant part, “The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult
factual one, not merely a question of who receives the proceeds. Consideration should be given to:

 1. how long the selling shareholders have held the shares;

 2. the circumstances under which they received them;

 3. their relationship to the issuer;

 4. the amount of shares involved;

 5. whether the sellers are in the business of underwriting securities;
and

 6. finally, whether under all the circumstances it appears that
the seller is acting as a conduit for the issuer.”

The Company addresses e