SecProbe.io

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 VIA EDGAR

 December 22, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re: Maison Solutions Inc.

 Registration Statement on Form S-1

 Filed December 11, 2025

 File No. 333-292066

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Maison Solutions Inc. (the "Company") hereby requests acceleration of the effective date of its Registration
Statement on Form S-1 to 5:00 p.m. Eastern Standard Time on December 29, 2025, or as soon thereafter as is practicable.

 The Company acknowledges the following:

 ● Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ● The action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 ● The Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Maison Solutions Inc.

 By:
 /s/ John Xu

 John Xu

 Chief Executive Officer

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Maison Solutions Inc.

127 N. Garfield Avenue

Monterey Park, California 91754

September 17, 2025

Via EDGAR as Correspondence

Division of Corporation Finance

Office of Trade and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Rebekah Reed

 Re: Maison Solutions Inc.

Amendment No. 2 to Registration
Statement on Form S-1

Filed August 5, 2025

File No. 333-286500

Ladies and Gentlemen,

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 Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) set forth in the Staff’s letter dated August 21, 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. 3 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.

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.

Response: The Company acknowledges
the Staff’s comment. The cover page has been updated to reflect the updated Conversion Amount of $3,646,500

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.

Response:	The Company acknowledges
the Staff’s comment and has added language to page 8 setting forth this information

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 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.

Response:	The Company acknowledges
the Staff’s comment, and has restored the requested disclosure risk factor.

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.

Response:	The Company acknowledges
the Staff’s comment, and has added the requested information to page 14.

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.

Response:	The Company acknowledges
the Staff’s comment. The Company filed an amendment to its Form 10-K on August 28, 2025 which included the Part III information. The complete
Form 10-K has been filed consisting collectively of the Form 10-K filed on August 14, 2025 and the amendment to the Form 10-K filed on
August 28, 2025.

    2

The Company believes the responses provided above
fully address the Staff’s comments. If you have any questions, please call the undersigned at (626) 737-5896.

    Sincerely,

    MAISON SOLUTIONS INC.

    /s/ Alexandria M. Lopez

    Alexandria M. Lopez

    Chief Financial Officer

    Cc:
    Maison Solutions Inc.

    John Xu, Chief Executive Officer

    Akerman LLP

    Christina Russo, Esq.

3

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

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Maison Solutions Inc.

127 N. Garfield Avenue

Monterey Park, California 91754

August 4, 2025

Via EDGAR as Correspondence

Division of Corporation Finance

Office of Trade and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Rebekah Reed

 Re: Maison Solutions Inc.

Amendment No. 1 to Registration
Statement on Form S-1

Filed June 25, 2025

File No. 333-286500

Ladies and Gentlemen,

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 Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) set forth in the Staff’s letter dated July 22, 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. 2 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.

Amendment No. 1 to Registration Statement on
Form S-1 filed June 25, 2025

Cover Page

 1. We note your response to prior comments 1 and 5 and removal from the registration statement of the
Class A common stock shares underlying the Additional Notes issuable pursuant to the Incremental Warrant. Where you explain that the Incremental
Shares are not being registered at this time, please quantify the number of shares that may be issued and registered for resale in the
future assuming full exercise of the Incremental Warrant and conversion of the Additional Notes. Disclose this amount in your risk factor
disclosure regarding the dilutive impacts of the private placement as well.

Response: In response to the
Staff’s comment, the Company has revised the cover page of the Amended Registration Statement as well as the risk factors to provide the
requested information. As discussed in the response to Question 4 below, the Company has revised its assumptions with regard to the number
of shares to be registered, and as a result, an additional 30,387,500 shares could be registered pursuant to the Incremental Warrant.

Risk Factors

Risks Related to this Offering

The bid price of our Class A common stock is
currently trading below $1.00 and shares of the shares…, page 9

 2. Please update this risk factor in light of the deficiency letter from Nasdaq received by the Company
on July 10, 2025, as reported in your current report on Form 8-K filed on July 11, 2025. Further, we note that your response to prior
comment 2 states, “as of the date of this response letter, the Company does not currently have plans to seek shareholder approval
for a reverse stock split. Please clarify whether this remains accurate following receipt of the minimum bid price deficiency letter.

Response: The Company
acknowledges the Staff’s comment and has added language to the risk factor acknowledging the Company’s receipt of a letter from the
listing qualifications staff of Nasdaq that it is not in compliance with the minimum bid price requirement set forth in Nasdaq
Listing Rule 5450(a)(1) along with information previously disclosed in the Form 8-K regarding the compliance period and rules
regarding the requirements for the Company to return to compliance with the rule.

The Company also wishes to inform the
Staff that the Company’s statement that it does not currently have plans to seek shareholder approval for a reverse stock split remains
accurate. As disclosed in the Form 8-K the Company filed on July 11, 2025, the Company intends to continue actively monitoring the bid
price for its shares of common stock between now and the expiration of the compliance period and will consider all available options to
resolve the deficiency with every intention to regain compliance with the minimum bid price requirement.

Private Placement

Initial Note, page 14

 3. Please disclose the maximum number of shares that could be issued to, and the total possible profit
to be realized by, the Selling Stockholder pursuant to the Initial Note as a result of its conversion reset provisions. Present this assuming
the current trading price, the floor price, and prices between the current trading price and floor price.

Response: After further discussion
and the reduction of the number of shares to be registered as set forth in the Company’s response to question 4 below, the Company
has added language on page 14 stating that if the holder of the Initial Note were to sell all of its Conversion Shares at the current
market price of $0.855 per share as of August 1, 2025, its maximum possible profit would be approximately $9.0 million. Assuming a sale
price between $0.60 and $0.26 per share, respectively, it would receive a maximum possible profit of approximately $5.4 million and $2.6
million. A sale of all shares at the implied Conversion Price would result in a maximum possible profit of approximately $647,000.

General

 4. We note your explanation in response to prior comment 1 regarding how the amount of Class A common stock
being registered was calculated, particularly that you have assumed “an Event of Default under the Initial Note has occurred, resulting
in a payment premium of 20% of the principal amount” and that interest is paid in shares of Class A common stock “at the Event
of Default Interest Rate…of 18.00% per annum.” Explain why you have assumed that an Event of Default has occurred. Please
also provide your analysis as to how, in using these assumptions, you are registering for resale a good-faith estimate of the maximum
number of shares issuable on conversion, or reduce the amount of shares being registered accordingly. Refer to Securities Act Sections
Compliance and Disclosure Interpretation Question 139.10.

Response: The Company
acknowledges the Staff’s comment. In the prior draft of the registration statement, the Company had assumed, based on its current
position, that it could trigger an event of default of the Initial Note in the future. Additionally, the Company had assumed the
maximum amount of shares issuable upon conversion of the Initial Note, inclusive of shares in an event of default situation, in
order to capture the maximum amount of Registrable Securities (as defined in the Registration Rights Agreement) in order to comply
with its contractual obligation to register the Registrable Securities. However, after discussion, the Company has determined that
since it is not currently in default of the Initial Note, it will register a number of shares commensurate with its current
obligations, which do not assume an event of default has occurred under the Initial Note.

    2

The Company has revised disclosure throughout
the Amended Registration Statement reducing the number of shares to be registered to 14,025,000. In circumstances in which the number
of registered shares were required to be increased, including if it were to come into default of its obligations under the Initial Note,
it will file an additional resale registration statement under Form S-1 to cover the resale of those shares.

 5. We note your response to prior comment 6. While you state that the Selling Stockholder has borne the full
economic risk of ownership of the Initial Note, it does not appear that the Selling Stockholder will bear such risk after effectiveness
given that the “conversion price reset provisions guarantee that the Selling Stockholder may acquire shares of [y]our Class A common
stock at a discount to market price…[and] experience a positive rate of return based on the current market price of their Class
A common stock,” as you disclose on page 8. Please advise. Given the volume of shares being registered for resale relative to your
public float, the dollar value of the shares being registered as compared to the proceeds received by the company from the sale of the
Initial Note, well as the guaranteed positive rate of return for the Selling Stockholder, it appears to us, under all the circumstances,
that the seller is acting as a conduit for the issuer. Since you are not eligible to conduct a primary offering on Form S-3, you are ineligible
to conduct a primary at-the-market offering pursuant to Rule 415. Please revise to disclose that the selling shareholder will offer the
shares at a fixed price for the duration of the offering and identify the selling shareholder as an underwriter. Alternatively, provide
us with additional information to support the assertion that this offering is appropriately characterized as a secondary offering.

Response: The Company
acknowledges the Staff’s comment, and directs the Staff to its responses above reducing the number of shares to be registered
hereunder to 14,025,000.

The Company respectfully submits that
the proposed resale of the Company’s common stock by the Selling Shareholder, 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.

Compensation and Disclosure Interpretation 612.12 describes a scenario in which a controlling person owns a block of 73% of company float
is properly deemed to be a secondary offering, as Rule 415(a)(4) applies only to an offering on behalf of the Company. In the Company's
view, this indicates that even a single holder selling a significant number of a company's shares can still effect a secondary offering,
unless other facts, beyond the mere level of ownership, indicate that the holder is acting as a conduit for the company.

Under Compensation
and Disclosure Interpretation 116.19 and 139.11, issuers may register resales of securities from a PIPE before conversion, if (i) the
investor purchased a definitive number of convertible securities at a fixed price, and (ii) the investor is fully at market risk at the
time of the filing of the registration – that is, there is no further credit to offset price movement.

Additionally, the Company's
stock is lightly traded, and the selling stockholder will require a significant amount of time to sell its converted shares. Based on
the Company's average daily trading volume of 73,361 shares, if the selling stockholder were to represent that full average trading volume,
it would take 192 trading days, or nearly a full calendar year to dispose of all of the shares it owns. If it were to represent 45% of
the Company's trades (the approximate percentage of the Company's shares that it could own if it were to convert all of its shares), it
would take 425 days, or nearly two full calendar years, to dispose of all of its shares. The selling stockholder's ability to sell or
otherwise dispose of tis shares is also limited by the terms of the Initial Note, requiring that the selling stockholder be limited at
any given time to hold up to 4.99% of the Company's Class A shares (9.99% where the selling stockholder has given notice followed by a
61-day waiting period), further increasing the amount of time that it could take the selling stockholder to sell its shares and increasing
the risk of the transaction for the selling stockholder.

Finally, the Company is unaware of any
special selling efforts by the selling shareholder after the effectiveness of the registration statement, nor is there any evidence that
the selling stockholder has taken any actions to condition or “prime” the market for their shares.

Given the reduction in the number of shares
being registered and the restrictions noted above, the Company respectfully submits to the Staff that the selling stockholder bears significant
risk. While the Company continues to believe that this transaction and other plans will increase the Company’s stock price, there is no
assurance that will occur, and the selling shareholder bears a significant amount of downside risk, including that the market will be
unwilling to bear the number of shares held or potentially held by the selling stockholder and either refrain from purchasing said shares
or only purchasing said shares at a significant discount to the market price.

    3

The Company believes the responses provided above
fully address the Staff’s comments. If you have any questions, please call the undersigned at (626) 737-5896.

    Sincerely,

    MAISON SOLUTIONS INC.

    /s/ Alexandria M. Lopez

    Alexandria M. Lopez

    Chief Financial Officer

Cc: Maison Solutions Inc.

John Xu, Chief Executive Officer

Akerman LLP

Mark Y. Liu, Esq.

    4

July 22, 2025
John Xu
Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, California 91754
Re:Maison Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 25, 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 April 29, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 25, 2025
Cover Page
1.We note your response to prior comments 1 and 5 and removal from the registration
statement of the Class A common stock shares underlying the Additional Notes
issuable pursuant to the Incremental Warrant. Where you explain that the Incremental
Shares are not being registered at this time, please quantify the number of shares that
may be issued and registered for resale in the future assuming full exercise of the
Incremental Warrant and conversion of the Additional Notes. Disclose this amount in
your risk factor disclosure regarding the dilutive impacts of the private placement as
well.

July 22, 2025
Page 2
Risk Factors
Risks Related to This Offering
The bid price of our Class A common stock is currently trading below $1.00 and shares of the
shares..., page 9
2.Please update this risk factor in light of the deficiency letter from Nasdaq received by
the company on July 10, 2025, as reported in your current report on Form 8-K filed on
July 11, 2025. Further, we note that your response to prior comment 2 states, "as of
the date of this response letter, the Company does not currently have plans to seek
stockholder approval for a reserve stock split." Please clarify whether this remains
accurate following receipt of the minimum bid price deficiency letter.
Private Placement
Initial Note, page 14
3.Please disclose the maximum number of shares that could be issued to, and the total
possible profit to be realized by, the Selling Stockholder pursuant to the Initial Note as
a result of its conversion reset provisions. Present this assuming the current trading
price, the floor price, and prices between the current trading price and floor price.
General
4.We note your explanation in response to prior comment 1 regarding how the amount
of Class A common stock being registered was calculated, particularly that you have
assumed “an Event of Default under the Initial Note has occurred, resulting in a
payment premium of 20% of the principal amount” and that interest is paid in shares
of Class A common stock “at the Event of Default Interest Rate…of 18.00% per
annum.” Explain why you have assumed that an Event of Default has occurred. Please
also provide your analysis as to how, in using these assumptions, you are registering
for resale a good-faith estimate of the maximum number of shares issuable on
conversion, or reduce the amount of shares being registered accordingly. Refer to
Securities Act Sections Compliance and Disclosure Interpretation Question 139.10.
5.We note your response to prior comment 6. While you state that the Selling
Stockholder has borne the full economic risk of ownership of the Initial Note, it does
not appear that the Selling Stockholder will bear such risk after effectiveness given
that the “conversion price reset provisions guarantee that the Selling Stockholder may
acquire shares of [y]our Class A common stock at a discount to market price…[and]
experience a positive rate of return based on the current market price of their Class A
common stock,” as you disclose on page 8. Please advise. Given the volume of shares
being registered for resale relative to your public float, the dollar value of the shares
being registered as compared to the proceeds received by the company from the sale
of the Initial Note, well as the guaranteed positive rate of return for the Selling
Stockholder, it appears to us, under all the circumstances, that the seller is acting as a
conduit for the issuer. Since you are not eligible to conduct a primary offering on
Form S-3, you are ineligible to conduct a primary at-the-market offering pursuant to
Rule 415. Please revise to disclose that the selling shareholder will offer the shares at
a fixed price for the duration of the offering and identify the selling shareholder as an
underwriter. Alternatively, provide us with additional information to support the
assertion that this offering is appropriately characterized as a secondary offering.

July 22, 2025
Page 3
            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

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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

April 29, 2025
John Xu
Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, California 91754
Re:Maison Solutions Inc.
Registration Statement on Form S-1
Filed April 11, 2025
File No. 333-286500
Dear John Xu:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed April 11, 2025
Cover Page
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 •1.

April 29, 2025
Page 2
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.
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.
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.
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.
Private Placement, page 12
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.

April 29, 2025
Page 3
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Christina C. Russo

United States securities and exchange commission logo
December 5, 2023
John Xu
President and Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave.
Monterey Park, CA 91754
Re:Maison Solutions Inc.
Registration Statement on Form S-1
Filed November 29, 2023
File No. 333-275776
Dear John Xu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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MAISON SOLUTIONS INC.

127 N. Garfield Avenue

Monterey Park, California 91754

December 5, 2023

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Maison Solutions Inc.

Registration Statement on Form S-1

File No. 333-275776

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the "Act"), Maison Solutions Inc. (the "Company") hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to 4:30 p.m., Eastern Time, on Wednesday,
December 6, 2023, or as soon thereafter as is practicable.

The Company understands that the Securities and Exchange
Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact
that the Company is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to
the offering of the securities specified in the Registration Statement.

Also, the Company authorizes Mark Liu and Christina
Russo at Akerman LLP to verbally alter the requested date and time of effectiveness of the Registration Statement with the Securities
and Exchange Commission.

Please call Mr. Liu at (213) 533-5933 or Ms. Russo
at (305) 982-5531 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

    Sincerely,

    /s/ John Xu                 l

    John Xu

    Chief Executive Officer

CORRESP
1
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MAISON SOLUTIONS INC.

127 N. Garfield Avenue

Monterey Park, California 91754

June 14, 2023

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Maison Solutions Inc.

Registration Statement on Form S-1

File No. 333-272123

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the "Act"), Maison Solutions Inc. (the "Company") hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to 4:30 p.m., Eastern Time, on Wednesday,
June 14, 2023, or as soon thereafter as is practicable.

The Company understands that the Securities and
Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they
relate to the proposed public offering of the securities specified in the Registration Statement.

Also, the Company authorizes Mark Liu or Christina
Russo at Akerman LLP to verbally alter the requested date and time of effectiveness of the Registration Statement with the Securities
and Exchange Commission.

Please call Mr. Liu at (213) 533-5933 or Ms. Russo
(305) 982-5531 at as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

  /s/ John Xu

  John Xu

  Chief Executive Officer

CORRESP
1
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JOSEPH STONE CAPITAL, LLC

585 Stewart Avenue, Suite L-60C

Mineola, New York 11530

June 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Maison Solutions Inc.

    Registration Statement on Form S-1

    File No. 333-272123

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Securities Act”), Joseph Stone Capital, LLC, as the representative of the
several underwriters, hereby joins in the request of Maison Solutions Inc. for acceleration of the effective date of the above-referenced
registration statement on Form S-1, as amended (the “Registration Statement”), so that it becomes effective as of 4:30 p.m.
Eastern Time on June 14, 2023, or as soon thereafter as possible.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that through this date, we distributed
an aggregate of approximately 300 copies of the preliminary prospectus, dated June 9, 2023, forming a part of the Registration Statement,
to selected our own registered representatives, underwriters, selected dealers, potential investors and others as is reasonable to secure
adequate distribution of such preliminary prospectus.

The undersigned has complied and will comply,
and has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of
Rule 15e2-8 under the Securities and Exchange Act of 1934, as amended.

[Signature Page to Follow]

U.S. Securities and Exchange Commission

June 14, 2023

Page 2

    Very truly yours,

    JOSEPH STONE CAPITAL, LLC

    As Representative of the Several Underwriters

    Named in the Underwriting Agreement

    By:
    /s/ Damian Maggio

    Name:
    Damian Maggio

    Title:
    Chief Executive Officer

[Signature Page to Underwriters’ Acceleration
Request]

United States securities and exchange commission logo
June 12, 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. 3 to Registration Statement on Form S-1
Filed June 9, 2023
File No. 333-272123
Dear John Xu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary
Summary Selected Consolidated Financial and Operating Data, page 13
1.Please revise to remove your presentation of basic and diluted pro forma earnings per
share giving effect to the issuance of 3,750,000 shares of common stock or tell us why the
presentation is appropriate.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 June 12, 2023 Page 2
 FirstName LastName
John Xu
Maison Solutions Inc.
June 12, 2023
Page 2
            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

CORRESP
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June 12, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

Washington, D.C., 20549

Attn: Jennie Beysolow and Dietrich King

    Re:
    Maison Solutions Inc.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed on June 9, 2023

    File No. 333-272123

Dear Ms. Beysolow and Mr. King:

Maison Solutions Inc.. (the “Company”)
is in receipt of the comment letter dated June 12, 2023 (the “Comment Letter”) regarding the Company’s Amendment
No. 3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on June 9, 2023 (the “Amendment No. 3”). On behalf of the Company, we are responding to comment provided by the staff
(the “Staff”) of the Commission, and simultaneously filing Amendment No. 4 to the Form S-1 (the “Amendment
No. 4”).

For your convenience, this letter is formatted
to reproduce your numbered comments in bold italicized text.

Amendment No. 3 to Registration Statement on Form S-1

Prospectus Summary

Summary Selected Consolidated Financial and Operating Data, page
13

1. Please revise to remove your
presentation of basic and diluted pro forma earnings per share giving effect to the issuance of 3,750,000 shares of common stock or
tell us why the presentation is appropriate.

RESPONSE: In response to the Staff’s
comment, we respectfully advise that Staff that we have removed the basic and diluted pro forma earnings per share line items on pgs.
13 and 14. Additionally, we have also included the Opinion and Consent of Akerman LLP as Exhibits 5.1 and 23.2, respectively.

*****************

June 12, 2023

Page 2

We appreciate the opportunity to respond to your
comments. If you have any questions during your review or I can assist in any way, please do not hesitate to contact me.

    Sincerely,

    /s/ Mark Y. Liu, Esq.

    Akerman LLP

    cc:
    John Xu

    Chief Executive Officer

    Alexandria Lopez

    Chief Financial Officer

    Christina Russo

    Akerman LLP

United States securities and exchange commission logo
June 7, 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 Registration Statement on Form S-1
Filed June 2, 2023
File No. 333-272123
Dear John Xu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 1, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Report of Independent Registered Public Accounting Firm, page F-52
1.Please provide the auditor consent related to this report.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 June 7, 2023 Page 2
 FirstName LastName
John Xu
Maison Solutions Inc.
June 7, 2023
Page 2
            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

CORRESP
1
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June 8, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

Washington, D.C., 20549

Attn: Jennie Beysolow and Dietrich King

    Re:
    Maison Solutions Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed on June 2, 2023

    File No. 333-272123

Dear Ms. Beysolow and Mr. King:

Maison Solutions Inc.. (the “Company”)
is in receipt of the comment letter dated June 7, 2023 (the “Comment Letter”) regarding the Company’s Amendment
No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on June 2, 2023 (the “Amendment No. 1”). On behalf of the Company, we are responding to comment provided by the staff
(the “Staff”) of the Commission, and simultaneously filing Amendment No. 2 to the Form S-1 (the “Amendment
No. 2”).

For your convenience, this letter is formatted
to reproduce your numbered comments in bold italicized text.

Amendment No. 1 to Registration Statement on Form S-1

Report of Independent Registered Public Accounting Firm, page F-52

1. Please provide the auditor consent related
to this report.

RESPONSE: In response to the Staff’s
comment, we respectfully advise that Staff that we have included the Consent of Kreit & Chiu CPA LLP as Exhibit 23.3, as related to
the Report of Independent Registered Public Accounting Firm on page F-52. We have also included the Specimen Class A Common Stock
Certificate as Exhibit 4.1.

*****************

June 8, 2023

Page 2

We appreciate the opportunity to respond to your
comments. If you have any questions during your review or I can assist in any way, please do not hesitate to contact me.

    Sincerely,

    /s/ Mark Y. Liu, Esq.

    Akerman LLP

    cc:
    John Xu

    Chief Executive Officer

    Alexandria Lopez

    Chief Financial Officer

    Christina Russo

    Akerman LLP

CORRESP
1
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June 2, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade and Services

Washington,
D.C., 20549

Attn:
Jennie Beysolow and Dietrich King

 Re: Maison
Solutions Inc.

Registration
Statement on Form S-1

Filed
on May 22, 2023

File
No. 333-272123

Dear
Ms. Beysolow and Mr. King:

Maison
Solutions Inc.. (the “Company”) is in receipt of the comment letter dated June 1, 2023 (the “Comment Letter”)
regarding the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on May 22, 2023 (the “Form S-1”). On behalf of the Company, we are responding to comment provided by the staff (the
“Staff”) of the Commission, and simultaneously filing Amendment No. 1 to the Form S-1 (the "Amendment").

For
your convenience, this letter is formatted to reproduce your numbered comments in bold italicized text.

Registration
Statement on Form S-1

 1. As
                                            you have revised the disclosure in response to comment 3, please have Friedman LLP update
                                            their letter included in Exhibit 16.1 accordingly.

RESPONSE:
In response to the Staff's comment, we respectfully advise that Staff that we have updated Exhibit 16.1 to clarify that the Friedman
LLP was dismissed by the Company as of January 14, 2023.

*****************

June 2, 2023

Page 2

We
appreciate the opportunity to respond to your comments. If you have any questions during your review or I can assist in any way, please
do not hesitate to contact me.

    Sincerely,

    /s/ Mark Y. Liu, Esq.

    Akerman LLP

    cc:
    John Xu

    Chief Executive Officer

    Alexandria Lopez

    Chief Financial Officer

    Christina Russo

    Akerman LLP

United States securities and exchange commission logo
June 1, 2023
John Xu
President and Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, CA 91754
Re:Maison Solutions Inc.
Registration Statement on Form S-1
Filed May 22, 2023
File No. 333-272123
Dear John Xu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 15, 2023 letter.
Registration Statement on Form S-1
Change in Registrant's Certifying Accountant, page 115
1.As you have revised the disclosure in response to comment 3, please have Friedman LLP
update their letter included in Exhibit 16.1 accordingly.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 June 1, 2023 Page 2
 FirstName LastName
John Xu
Maison Solutions Inc.
June 1, 2023
Page 2
            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

CORRESP
1
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May 22, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

Washington, D.C., 20549

Attn: Jennie Beysolow and Dietrich King

 Re: Maison Solutions Inc.

Amendment No. 2 to

Draft Registration Statement on Form S-1

Submitted May 4, 2023

CIK No. 0001892292

Dear Ms. Beysolow and Mr. King:

Maison Solutions Inc.. (the “Company”)
is in receipt of the above-captioned Comment Letter (the “Comment Letter”) regarding the Company’s Amendment
No. 2 to Draft Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on May 4, 2023 (the “DRS”). On behalf of the Company, we are responding to comments provided by the staff (the “Staff”)
of the Commission.

For your convenience, this letter is formatted
to reproduce your numbered comments in bold italicized text.

Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
May 4, 2023

Risk Factors, page 15

 1. Please add a new, separate risk factor to address the risks associated with your current default under the terms of your loan
with American First National Bank. In this regard, we note the discussion of the default as an example in your existing risk factor disclosure
on page 16 about how the terms of your financing arrangements could restrict your operations. Please also update accordingly your Risk
Factor Summary beginning page 7.

RESPONSE: In response to the Staff's comment, the Company
has added a risk factor addressing the current default with American First National and accordingly updated the Risk Factor Summary. The
text of the Risk Factor is below for ease of reference:

May 22, 2023

Page 2

One of our debt financing arrangements is currently in default,
which may restrict our current and future business and operations.

As of January 31, 2023, we are in violation of
the debt service coverage ratio covenant on our loan with American First National Bank. As of the date of this registration statement,
American First National Bank has not notified us that we are in default and has not taken any action as a result of this default, and
we have not received a waiver from American First National Bank in relation to this violation. If we are unable to obtain continued forbearance
from American First National Bank on this loan, we may be subject to repayment of the entire loan amount of $0.39 million at any time
prior to the loan maturity date of March 2, 2024 at the sole discretion of American First National Bank, which may have a material adverse
impact on our business, operations or financial condition. Management and the Board of Directors are evaluating options to improve liquidity
and address the Company’s long-term capital structure, however, there can be no assurance that any such option or plan will be available
on favorable terms, or at all.

Capitalization, page 43

 2. Please update your capitalization and dilution information to January 31, 2023.

RESPONSE: In response to the Staff's comment, we respectfully
advise that Staff that we have updated the table as set forth below.

    As of January 31, 2023

    Actual(1)
    Pro Forma
 As Adjusted

    Cash and cash equivalents
    $ 2,580

    Long-term loan payables (current and non-current portion)
      3,033

    Shareholders’ equity:

    Class A common stock
      1.4

    Class B common stock
      0.2

    Retained earnings
      192

    Noncontrolling interest
      188

    Total shareholders’ equity
      381

    Total capitalization
    $ 3,414

Change in Registrant's Certifying Accountant, page 115

 3. Please state whether the former accountant resigned, declined to stand for re-election or was dismissed and the date thereof.
Refer to Item 304(a)(1)(i) of Regulation S-K.

RESPONSE: In response to the Staff's comment, we respectfully
advise that Staff that we have updated the disclosure to clarify that the former accountant was dismissed as of January 3, 2023. The text
of the revised disclosure is set forth below for ease of reference.

Effective September 1, 2022, Friedman LLP combined with Marcum LLP.
On January 3, 2023, we engaged Kreit & Chiu CPA LLP (“KC”) to serve as our independent registered public accounting firm
and dismissed Friedman LLP, subject to the completion of all necessary client acceptance procedures and the required communications between
KC and Friedman LLP, which were completed on January 17, 2023.

*****************

May 22, 2023

Page 3

We appreciate the opportunity to respond to your
comments. If you have any questions during your review or I can assist in any way, please do not hesitate to contact me.

    Sincerely,

    /s/ Mark Y. Liu, Esq.

    Akerman LLP

cc: John Xu

  Chief Executive Officer

Alexandria Lopez

Chief Financial Officer

Christina Russo

Akerman LLP

United States securities and exchange commission logo
May 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. 2 to
Draft Registration Statement on Form S-1
Submitted May 4, 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. 2 to Draft Registration Statement on Form S-1 submitted May 4, 2023
Risk Factors, page 15
1.Please add a new, separate risk factor to address the risks associated with your current
default under the terms of your loan with American First National Bank. In this regard, we
note the discussion of the default as an example in your existing risk factor disclosure on
page 16 about how the terms of your financing arrangements could restrict your
operations. Please also update accordingly your Risk Factor Summary beginning page 7.
Capitalization, page 43
2.Please update your capitalization and dilution information to January 31, 2023.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 May 15, 2023 Page 2
 FirstName LastName
John Xu
Maison Solutions Inc.
May 15, 2023
Page 2
Change in Registrant's Certifying Accountant, page 115
3.Please state whether the former accountant resigned, declined to stand for re-election or
was dismissed and the date thereof.  Refer to Item 304(a)(1)(i) of Regulation S-K.
            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

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

United States securities and exchange commission logo
January 19, 2023
John Xu
President and Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave
Monterey Park, CA 91754
Re:Maison Solutions Inc.
Draft Registration Statement on Form S-1
Submitted December 23, 2022
CIK No. 0001892292
Dear John Xu:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted December 23, 2022
Cover page
1.Please revise here and in the prospectus summary to clarify whether you intend to rely on
the controlled company exemptions that you disclose on the cover page. In this regard, we
note your disclosure that you "are permitted to elect to rely on certain exemptions from
corporate governance rules of Nasdaq." As a related matter, please revise to state, if true,
that Mr. John Xu holds will be able to control the management and affairs of your
company and most matters requiring stockholder approval following the offering.
2.Please disclose on the cover your firm commitment arrangement with Joseph Stone
Capital, LLC. In this regard, we note your disclosure on page 94. Refer to Item
501(b)(8)(i) of Regulation S-K.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 January 19, 2023 Page 2
 FirstName LastName
John Xu
Maison Solutions Inc.
January 19, 2023
Page 2
Prospectus Summary, page 1
3.Please revise to disclose in your summary and in your risk factors the disparate voting
rights of each class of stock. In your risk factors, please discuss the risks posed by such
capital structure, including but not limited to, risks relating to the potential effects on the
price of your common stock and the dilution upon conversion of the Class A preferred
stock into common stock.
4.Please revise your summary to prominently disclose the company's current liquidity
condition, including cash on hand, total debt outstanding, violation of debt covenant, and
the company's dependence on the proceeds of the offering to repay any loans and meet
outstanding obligations, to the extent accurate.  In this regard, we note that you are
operating at a net loss as of April 30, 2022, you appear to be carrying debt and you have
been dependent on debt, equity financing, and your PPP loan to fund your operations; and
that due to a violation of a covenant as of June 30, 2022, your loan balance with American
First National Bank was reclassified. In addition, please address how these results
were impacted by conditions such as inflation, supply chain disruption and the COVID-19
pandemic.
Our Competitive Strengths
Superior Customer Propositions, page 4
5.Please revise to explain the "stringent quality control procedures and processes" which
you state you implement across your supply chain to ensure daily supply of the freshest
products to our customers at competitive prices.
Risks Related to our Industry
Economic conditions that impact consumer spending could materially affect our business, page
16
6.Please update this risk factor to identify the types of inflationary pressures that have
materially impacted your operations and how your business has been affected. In this
regard, we note your disclosure on page 44 that "inflation increased [y]our purchase costs,
occupancy costs and payroll costs and that [t]o offset inflationary pressures, [you] have
increased [y]our products’ selling price to cover these increased costs."
Disruption of any significant supplier relationship could negatively affect our business, page 19
7.In an appropriate place in your prospectus, please disclose the material terms of your
agreements with the primary suppliers discussed in this risk factor. Please also file the
agreements as exhibits to the registration statement. See Item 601(b)(10) of Regulation S-
K. Alternatively, please tell us why you are not required to do so.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 January 19, 2023 Page 3
 FirstName LastName
John Xu
Maison Solutions Inc.
January 19, 2023
Page 3
Risks Related to Ownership of our Common Stock and this Offering
We are a controlled company within the meaning of the Nasdaq Stock Market..., page 34
8.Please revise to disclose the risks to shareholders that arise from this control, including the
anti-takeover effects of this ownership.
Use of Proceeds, page 38
9.Please disclose the order of priority for your intended use of proceeds. If the priority is
reflected in the order in which the uses have been listed, please state as much. Please refer
to Instruction 1 to Item 504 of Regulation S-K.
10.Please briefly state and describe the cost of the new store acquisitions and expansion.
Include the name of affiliates from which you are to acquire such assets. In this regard, we
note disclosure on page 6 that you acquired 10% of the equity interest in HKGF Market of
Alhambra, Inc. from Ms. Grace Xu, who is Mr. John Xu’s wife. Additionally, state the
names of the entities you intend to acquire, if applicable, and describe the principle
followed in determining the cost to you. Please refer to Instruction 5 and 6 to Item 504 of
Regulation S-K.
11.Please clarify whether you intend to use a portion of the net proceeds to repay the loans;
and, where applicable, please file any applicable loan agreement as an exhibit to the
registration statement. In this regard, we note your disclosure that you have outstanding
loan facilities of approximately $0.6 million due to American First National Bank and
approximately $2.6 million due to the SBA.
Capitalization, page 40
12.Please revise to include your indebtedness in your tabular disclosure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results
Supply chain disruptions, page 44
13.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
Liquidity and Capital Resources, page 50
14.Please disclose in detail the terms and conditions of the commitment made by the
principal shareholder of the company to provide financial support to the company
whenever necessary. As a related matter, please state the name of the principal
shareholder. Please file any agreement related to this commitment, if applicable, as an
exhibit.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 January 19, 2023 Page 4
 FirstName LastName
John Xu
Maison Solutions Inc.
January 19, 2023
Page 4
15.Please clarify whether you believe there is adequate amounts of cash to meet your
working capital needs and plans for cash in the next 12 months "from the most recent
fiscal period end required to be presented" and separately beyond the next 12 months. In
this regard, we note your disclosure that you believe that the current cash will be sufficient
to meet the working capital needs in the "next 12 months from the date the audited
financial statements were issued."  See Item 303(b)(1) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 84
16.Please revise to disclose the approximate dollar value of the amount of the interests of
each of John Xu and Grace Xu’s transaction. See Item 404(a)(4) of Regulation S-K.
Description of Capital Stock
Undesignated Preferred Stock
Liability and Indemnification, page 88
17.We note your reference to the section titled “Management — Limitation on Liability and
Indemnification Matters” for a discussion of limitation on liability and indemnification,
however, there does not appear to be such a section. Please revise your disclosure
accordingly.
Exhibits
18.Please file as an exhibit the series of agreements with JD E-commerce America Limited
and the U.S. subsidiary of JD.com, including the Collaboration Agreement and
Intellectual Property License Agreement, discussed on page 71. Refer to Item 601(b)(10)
of Regulation S-K.
General
19.Please provide us with your analysis of whether financial statements are required for your
intended acquisition of Dai Cheong Trading Inc., HKGF Market of Alhambra, Inc. and the
five stores as part of your East Coast expansion as well the acquisition GF Supermarket of
MP, Inc.  Refer to Rule 8-04 and 3-05 of Regulation S-X.  Please note the specific
guidance for acquisitions of a group of related businesses in Rule 3-05(a)(3) of Regulation
S-X.
20.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameJohn Xu
 Comapany NameMaison Solutions Inc.
 January 19, 2023 Page 5
 FirstName LastName
John Xu
Maison Solutions Inc.
January 19, 2023
Page 5
            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