Financial Performance - Total revenues for Q3 fiscal 2024 were $13.6 million, down 12.8% from $15.6 million in Q3 fiscal 2023, primarily due to competition and store renovations [4]. - Gross profit for Q3 fiscal 2024 was $3.2 million, resulting in a gross margin of 23.4%, compared to $4.0 million and 25.6% in the same quarter last year [6]. - The net loss attributable to Maison Solutions for Q3 fiscal 2024 was approximately $549,000, or a loss of $0.03 per share, compared to a net income of $988,000, or $0.06 per share, in Q3 fiscal 2023 [7]. - For the first nine months of fiscal 2024, total revenues were $41.1 million, nearly unchanged from $41.2 million in the same period last year [10]. - The company reported a gross profit of $9.4 million for the first nine months of fiscal 2024, with a gross margin improvement to 22.9% from 22.8% in the prior year [11]. - Operating loss for the first nine months of fiscal 2024 was approximately $270,000, a decline from an operating income of approximately $80,000 in the same period last year [12]. - For the nine months ended January 31, 2024, the company reported a net loss of $470,802 compared to a net income of $1,228,281 for the same period in 2023 [23]. Cash Flow and Investments - Cash and equivalents increased to $9.4 million as of January 31, 2024, up from $2.6 million at April 30, 2023, following an IPO that generated approximately $10 million [8]. - Net cash used in operating activities for the nine months ended January 31, 2024, was approximately $887,000, compared to net cash provided of approximately $364,000 in the same period last year [9]. - Cash flows from operating activities resulted in a net cash used of $887,439, a significant decline from the net cash provided of $364,225 in the prior year [23]. - The company incurred a total of $5,142,083 in net cash used in investing activities, contrasting with net cash provided of $1,886,085 in the previous year [23]. - The company raised $13,313,892 from the issuance of common stock, contributing to a net cash provided by financing activities of $12,866,382 [23]. - Cash and restricted cash at the end of the period totaled $9,407,727, up from $2,581,345 at the end of the previous year [23]. - The company paid $81,369 in interest and $322,610 in income taxes during the reporting period [24]. Operational Developments - The company is on track to complete renovations of its El Monte store and open a new flagship store in Rowland Heights, California, later this year [3]. - The company aims to leverage new software for store optimization and revenue generation as part of its growth strategy [3]. - Accounts receivable decreased by $440,985, while accounts payable increased by $1,451,371, indicating changes in working capital management [23]. - The company made significant investments, including $2,950,000 for intangible assets and $1,800,000 into HKGF Market of Arcadia [23]. - Depreciation and amortization expenses were $274,476, down from $312,549 in the previous year [23]. - The company experienced a bad debt reversal of $105,322, which positively impacted the financial results [23].

Economic Environment - The inflation rate in the United States was 3.1% for the nine months ended January 31, 2024, and 4.9% for the year ended April 30, 2023, impacting purchase, occupancy, and payroll costs [182]. Payroll and Expenses - Payroll and payroll tax expenses for the three months ended January 31, 2024, were $1.8 million, compared to $2.2 million for the same period in 2023, while for the nine months, expenses were $5.2 million in 2024 versus $5.0 million in 2023 [186]. - The company has approximately 175 employees, with payroll expenses affected by recent increases in minimum wage rates in California [186]. - Selling expenses for the three months ended January 31, 2024, were approximately $2.4 million, down $225,208 or 8.5% from $2.7 million in 2023 [214]. - General and administrative expenses for the three months ended January 31, 2024, were approximately $1.1 million, a decrease of $338,452 or 24.3% from $1.4 million in 2023 [210]. - Interest expense for the three months ended January 31, 2024, was $19,425, an increase of $95,477 from interest income of $76,052 in 2023 [217]. - Income tax expense for the three months ended January 31, 2024, was $158,656, an increase of $59,586 from $99,070 in 2023 [218]. Revenue and Profitability - Net revenues for the three months ended January 31, 2024, were approximately $13.6 million, a decrease of $2.0 million or 13.0% from $15.6 million for the same period in 2023 [210]. - Gross profit for the three months ended January 31, 2024, was approximately $3.2 million, down $822,577 or 20.5% from $4.0 million in 2023, with a gross margin of 23.4% compared to 25.6% in 2023 [213]. - For the nine months ended January 31, 2024, net revenues were approximately $41.1 million, a slight decrease of $98,257 or 0.2% from $41.2 million in 2023 [222]. - The decrease in net revenues was primarily due to increased competition from two newly opened Asian supermarkets and a temporary slowdown of the Maison El Monte store due to renovations [211]. - Gross profit was approximately $9.4 million for both the nine months ended January 31, 2024 and 2023, with a gross margin of 22.9% in 2024 compared to 22.8% in 2023, indicating a slight increase of 0.1% [224]. - Net loss attributable to the Company for the three months ended January 31, 2024, was $548,954, a decrease of $1,537,428 or 155.5% from a net income of $988,474 in 2023 [219]. - Net loss attributable to the Company was $562,428 for the nine months ended January 31, 2024, a decrease of $1,483,054, or 161.1%, from a net income of $920,626 for the same period in 2023 [231]. Operating Costs and Investments - Total operating expenses for the three months ended January 31, 2024, were approximately $3.5 million, a decrease of $563,660 or 13.9% from $4.1 million in 2023 [214]. - Total operating expenses increased by approximately $367,696, from $9.3 million in 2023 to approximately $9.7 million in 2024, with operating expenses as a percentage of revenues rising from 22.6% to 23.6% [225]. - The company spent $0.35 million on repairs and maintenance and supermarket renovation for the three months ended January 31, 2024, an increase of $0.29 million compared to $55,338 for the same period in 2023 [188]. - The company plans to invest approximately $35 million to $40 million for expansion, with $13 million to $16 million required within the next 12 months for new store openings and acquisitions [237]. Financing and Cash Flow - Cash, cash equivalents, and restricted cash amounted to approximately $9.4 million as of January 31, 2024, with a working capital of approximately $8.0 million [232]. - The Company received net proceeds of approximately $8.72 million from its IPO of 2,500,000 shares at $4.00 per share, which closed on October 10, 2023 [234]. - The PIPE Offering on November 22, 2023, generated net proceeds of approximately $4.35 million from the sale of 1,190,476 shares at a price of $4.20 per share [235]. - The net cash used in operating activities was approximately $887,439 for the nine months ended January 31, 2024, compared to a net cash provided of $364,225 for the same period in 2023 [242]. - Net cash used in investing activities was approximately $5.1 million for the nine months ended January 31, 2024, mainly due to store renovations, equipment purchases, and investments in TMA Liquor Inc and Good Fortune Arcadia supermarket [249]. - Net cash provided by financing activities was approximately $12.9 million for the nine months ended January 31, 2024, primarily from the issuance of common stock [251]. Legal and Compliance - The company completed its initial public offering on October 10, 2023, which has led to increased operating costs related to compliance and reporting [183]. - The company is currently involved in multiple legal proceedings, including class action complaints alleging violations of securities laws, which may impact its financial position [258][259]. - The company accrued a total of $138,500 in litigation losses related to employment law cases for the fiscal years ended April 30, 2022, and April 30, 2023 [261]. - The company has guaranteed all loans described, with the CEO personally guaranteeing the SBA loans, indicating a significant commitment to its financial obligations [263]. Market Expansion - The company acquired a 40% equity interest in HKGF Market of Arcadia, LLC for $1,440,000 and an additional 10% for $360,000, expanding its market presence [179]. - The company plans to acquire the remaining 90% equity interest in the Alhambra Store, funded by proceeds from its initial public offering [179]. - The company plans to acquire and open additional supermarkets on both the West Coast and East Coast, aiming to operate a total of ten center stores by the end of 2025 [236].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41720 MAISON SOLUTIONS INC. (Exact name of registrant as specified in its charter) | Delaware | 84-2498797 | | --- | --- | | (State ...

As filed with the Securities and Exchange Commission on November 28, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-1 ____________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ MAISON SOLUTIONS INC. (Exact name of Registrant as specified in its charter) ____________________________ Delaware 5411 84-2498797 (State or other jurisdiction of incorporation or organization ...

Financial Performance - For the three months ended July 31, 2023, sales increased to $13.8 million, a $2.3 million increase from $11.4 million for the same period in 2022, representing a 20.18% growth [167]. - Gross profit for the three months ended July 31, 2023, was approximately $3.1 million, up from approximately $2.3 million in the same period in 2022, reflecting an increase of 34.78% [167]. - Net revenues for the three months ended July 31, 2023, were approximately $13.8 million, an increase of $2.3 million or 20.5% compared to $11.4 million for the same period in 2022 [194]. - Gross profit for the three months ended July 31, 2023, was approximately $3.1 million, representing a 34.8% increase from $2.3 million in the same period in 2022 [197]. - Total operating expenses increased to approximately $3.3 million for the three months ended July 31, 2023, up $0.5 million or 17.6% from $2.8 million in the same period in 2022 [198]. - Net loss attributable to the Company decreased to $104,939 for the three months ended July 31, 2023, a reduction of $492,101 or 82.4% from a net loss of $597,040 in the same period in 2022 [203]. - Other income for the three months ended July 31, 2023, was $355,493, a significant increase from $124 in the same period in 2022, primarily due to an employee retention credit [200]. - The net loss for the three months ended July 31, 2023, was $26,724, a decrease of $543,663 from a net loss of $570,387 in the same period of 2022 [214]. Expenses and Costs - The cost of revenues increased to approximately $10.6 million for the three months ended July 31, 2023, up $1.5 million or 16.9% from $9.1 million in the same period in 2022 [196]. - Payroll expenses for the three months ended July 31, 2023, were $1.7 million, consistent with the same period in 2022, despite rising minimum wage rates in California [170]. - Selling expenses for the three months ended July 31, 2023, were approximately $2.3 million, an increase of 4.4% from $2.2 million in the same period in 2022 [198]. - General and administrative expenses rose to approximately $1.1 million for the three months ended July 31, 2023, a 60.9% increase from $657,628 in the same period in 2022 [199]. - The company spent $80,274 on store maintenance and renovations for the three months ended July 31, 2023, a slight decrease from $84,967 in the same period in 2022 [172]. Investments and Expansion Plans - The company invested $1,440,000 for a 40% equity interest in HKGF Market of Arcadia, LLC, expanding its footprint in California [162]. - The company plans to acquire the remaining 90% equity interest in the Alhambra Store, funded by proceeds from its initial public offering [162]. - The company plans to invest approximately $35 million to $40 million for expansion, with $13 million to $16 million needed within the next 12 months for new store openings and acquisitions [207]. - The company aims to acquire up to five center stores on the East Coast and establish a new warehouse in New York City by the end of 2025 [206]. - The company plans to use part of the proceeds from its initial public offering to support its business expansion and may seek additional financing if necessary [208]. Cash Flow and Financial Position - As of July 31, 2023, the Company had cash, cash equivalents, and restricted cash of approximately $1.6 million, with a working capital deficit of approximately $1.4 million [204]. - The company reported a net cash inflow of approximately $596,541 for the three months ended July 31, 2023, an increase of $76,905 compared to $519,636 for the same period in 2022 [211]. - Net cash used in investing activities was approximately $1.5 million for the three months ended July 31, 2023, primarily for equipment purchases and a 40% investment in Good Fortune Arcadia supermarket [217]. - The company has total contractual obligations of $26.86 million as of July 31, 2023, with significant obligations due within one year [223]. - The company has a loan agreement with American First National Bank totaling $1.0 million, with an interest rate of 7.75% for the three months ended July 31, 2023 [220]. - The company’s cash flow from operating activities was primarily affected by a decrease in accounts receivable and inventories [212]. - The principal stockholder has committed to provide financial support to the company as needed, especially following the initial public offering [208]. Supply Chain and Market Conditions - The inflation rate for the U.S. was 3.2% for the three months ended July 31, 2023, impacting purchase, occupancy, and payroll costs, leading to increased product selling prices [165]. - The company experienced supply chain disruptions due to inflation and COVID-19, but managed to navigate these challenges, resulting in increased sales [167]. - Two suppliers accounted for 34% and 19% of total purchases for the three months ended July 31, 2023, indicating a reliance on major vendors [171]. - The contract liability related to gift cards was $370,836 as of July 31, 2023, down from $449,334 as of April 30, 2023 [180]. Loan Covenants - The coverage ratio for Maison Monrovia was 0.54 and for Maison San Gabriel was 0.88 as of July 31, 2023, indicating a violation of loan covenants [204].

Business Operations and Strategy - The company currently manages four traditional Asian supermarkets and plans to acquire the remaining 90% equity interest in the Alhambra Store, intending to operate it as the first satellite store in its new center-satellite business model[116]. - The company has entered into a partnership with JD US to upgrade its store management system and improve product inventory, but the success of this partnership is uncertain[123]. - New store openings may negatively impact financial results in the short term, as they typically have lower gross margins and higher operating expenses compared to mature stores[125]. - The company aims to increase operating margins through scale efficiencies and improved systems, but failure to manage store growth could hinder these efforts[135]. - Sales of perishable products accounted for approximately 56.5% and 57.5% of total sales in fiscal years 2023 and 2022, respectively[139]. - The company relies on a limited number of vendors for inventory, which could adversely affect operations if relationships are disrupted[150]. - The company must maintain vendor relationships to ensure competitive pricing and product availability[139]. - Failure to meet customer preferences and market trends could materially affect sales and financial condition[138]. - Sales increased during the COVID-19 pandemic, but there is uncertainty about sustaining this growth post-pandemic as customers return to normal shopping habits[155]. Financial Condition and Risks - As of April 30, 2023, the company is in violation of the debt service coverage ratio covenant on a loan with American First National Bank, which amounts to $0.31 million, and may face repayment before the loan maturity date of March 2, 2024[118]. - The company has approximately $2.93 million in aggregate debt financing arrangements as of April 30, 2023, which contain covenants that may restrict its operational flexibility[121]. - High fixed lease obligations may adversely impact financial performance and future financing capabilities[153]. - Increased commodity prices due to supply chain disruptions may lead to higher costs for the company, potentially impacting gross margins and profitability[131]. - Economic conditions affecting consumer spending, such as inflation and changes in disposable income, could materially affect the company's business and financial results[134]. - The company is experiencing a labor shortage, impacting hiring and operational efficiency, which may adversely affect long-term results[155]. - Increased labor costs and potential work stoppages could adversely affect financial results and operational efficiency[162]. - Legal proceedings pose a risk, with potential liabilities from consumer litigation that could materially impact financial condition and operations[156]. - Claims under insurance plans may differ from estimates, potentially affecting results of operations significantly[158]. Supply Chain and Vendor Relationships - Primary suppliers accounted for approximately 51.5% and 61.3% of total purchases in fiscal years 2023 and 2022, respectively[149]. - Three vendors provided approximately 33% of total inventory in the year ended April 30, 2023, and 58% in the year ended April 30, 2022[150]. - The company faces risks from supply chain disruptions that could lead to lost revenue and diminished brand loyalty[152]. - The company relies on various legal protections for its intellectual property, which is crucial for maintaining a competitive advantage, but there is no guarantee these protections will be sufficient[136]. - The company faces risks related to global climate change, which may affect its ability to obtain goods and services and could lead to increased operational costs[180]. Corporate Governance and Stockholder Matters - John Xu, the CEO, has substantial control over the company, which may limit stockholder influence on corporate matters and could lead to actions not aligned with stockholder interests[197][198]. - The company does not intend to pay cash dividends on its Class A common stock after the initial public offering, expecting to retain future earnings for business operations and expansion[199]. - The company has applied to list its Class A common stock on the Nasdaq Capital Market under the symbol "MSS," but there is no guarantee of approval or compliance with continued listing standards[181]. - If the Class A common stock is approved for listing, there is no assurance that the company will maintain such listing, which could adversely affect stock liquidity and market value[182][183]. - The trading price of the Class A common stock is expected to be volatile, influenced by various market factors, including financial results and analyst coverage[184][185]. - The company’s amended and restated Certificate of Incorporation contains anti-takeover provisions that could limit shareholders' opportunities to sell shares at a premium[202]. - The dual class voting structure may limit stockholder influence over important transactions and could negatively affect the market price of Class A common stock[229]. - The company intends to rely on exemptions from certain corporate governance requirements due to its status as a "Controlled Company" under Nasdaq rules[228]. Internal Controls and Compliance - The company has identified a material weakness in its internal control over financial reporting, which may affect the accuracy and timeliness of financial results[221]. - The company identified material weaknesses in internal control over financial reporting, including insufficient accounting expertise and lack of timely monitoring of related party transactions[223]. - The company may be unable to remediate these weaknesses in a timely manner, which could lead to misstatements in financial reports and loss of investor confidence[224]. - Ineffective internal controls could expose the company to increased risk of fraud and potential regulatory investigations[225]. - The lack of adequate policies and procedures in the control environment could hinder the execution of the company's policies as planned[223]. - The company is not required to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act while classified as an emerging growth company[233]. - The company may face challenges in maintaining effective internal controls, which could adversely affect the market price of its securities[226]. Future Outlook and Projections - The company’s projections are subject to inherent risks, and actual results may differ materially from those projections[218]. - If the company were to dissolve, investors may lose all or substantial amounts of their investments due to creditor claims[219]. - The company anticipates significant increases in costs associated with operating as a public company, including legal, accounting, and compliance expenses[193][194]. - Management has limited experience in managing a public company, which may hinder the company's ability to fulfill public company obligations effectively[196].

As filed with the Securities and Exchange Commission on June 14, 2023 Registration No. 333-272123 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Amendment No. 6 to FORM S-1 ____________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ MAISON SOLUTIONS INC. (Exact name of Registrant as specified in its charter) ____________________________ (State or other jurisdiction of incorporation or organization) (P ...

As filed with the Securities and Exchange Commission on June 13, 2023 Registration No. 333-272123 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Amendment No. 5 to FORM S-1 ____________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ MAISON SOLUTIONS INC. (Exact name of Registrant as specified in its charter) ____________________________ (State or other jurisdiction of incorporation or organization) (P ...

As filed with the Securities and Exchange Commission on June 12, 2023 Registration No. 333-272123 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Amendment No. 4 to FORM S-1 ____________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ MAISON SOLUTIONS INC. (Exact name of Registrant as specified in its charter) ____________________________ (State or other jurisdiction of incorporation or organization) Ap ...

As filed with the Securities and Exchange Commission on June 9, 2023. Registration No. 333-272123 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Amendment No. 3 to FORM S-1 ____________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ MAISON SOLUTIONS INC. (Exact name of Registrant as specified in its charter) ____________________________ (State or other jurisdiction of incorporation or organization) (P ...