Maison Solutions Inc S-1/A, filed Jun 8, 2023
Maison Solutions Inc. (MSS)
As filed with the Securities and Exchange Commission on June 8, 2023.
Registration No. 333-272123
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
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) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
127 N Garfield Ave, Monterey Park, California
91754
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices
John Xu
President and Chief Executive Officer
Maison Solutions Inc.
127 N Garfield Ave, Monterey Park, California 91754
(626) 737-5888
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Mark Y. Liu, Esq. Christina Russo, Esq. Akerman LLP 601 West 5th Street, Suite 300 Los Angeles, California 90071 (213) 688-9500 |
Elliot H. Lutzker Davidoff Hutcher & Citron LLP 605 Third Avenue, 34th Floor New York, New York 10158 (212) 557-7200 |
Approximate date of commencement of the proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Maison Solutions Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-272123) (the “Registration Statement”) as an exhibit-only filing. Accordingly, this Amendment No. 2 consists only of the facing page, this Explanatory Note, Item 16 of Part II of the Registration Statement, Item 17 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and therefore has been omitted.
PART II
Item 16. Exhibits and Financial Statements
(a) Exhibits
| * | To be filed by amendment. |
| ** | Filed herewith. |
| *** | Previously Filed |
| # | Management contract or compensatory plan or arrangement. |
II-1
Item 17. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-2
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on the 8th day of June, 2023.
| MAISON SOLUTIONS INC. | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dated indicated.
| Signature | Capacity in Which Signed | Date | ||
| /s/ John Xu | Chief Executive Officer and Chairman | June 8, 2023 | ||
| John Xu | (Principal Executive Officer) | |||
| /s/ Alexandria M. Lopez* | Chief Financial Officer and Director | June 8, 2023 | ||
| Alexandria M. Lopez | (Principal Financial Officer) | |||
| /s/ Tao Han* | Chief Operating Officer | June 8, 2023 | ||
| Tao Han | ||||
| /s/ Bin Wang* | Director Nominee | June 8, 2023 | ||
| Bin Wang | ||||
| /s/ Mark Willis* | Director Nominee | June 8, 2023 | ||
| Mark Willis | ||||
| /s/ Dr. Xiaoxia Zhang* | Director Nominee | June 8, 2023 | ||
| Dr. Xiaoxia Zhang |
|
*By: |
/s/ John Xu | ||
| Attorney-In-Fact |
II-3
Exhibit 4.1
Exhibit 23.3
Kreit & Chiu CPA LLP
733 Third Avenue, Floor 16, #1014
New York, NY 10017
(949) 326-CPAS (2727)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Amendment No. 1 to Registration Statement on Form S-1 of Maison Solutions, Inc of our report dated May 4, 2023 on the financial statements of GF Supermarket of MP, Inc as of and for the year ended April 30, 2022 which appear in such registration statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Kreit & Chiu CPA LLP
Los Angeles, California
June 7, 2023