UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from ______ to ______

Commission File Number: 001-41720

Maison Solutions Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, includingarea code: (626) 737-5888

Securities registered pursuant to Section 12(b)of the Act:

Securities registered pursuant to Section 12(g)of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report onand attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatementsthat required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers duringthe relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act): Yes ☐ No ☒

As of October 31, 2024, the last business day of the registrant’smost recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliateswas approximately $3,415,028 based on the closing price of the registrant’s Class A common stock on that date.

As of August 12, 2025, the number of shares of the registrant’sClass A common stock, $0.0001 par value, outstanding was 17,450,476 shares, and the number of shares of Class B common stock, $0.0001par value, outstanding was 2,240,000 shares.

Table of Contents

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-lookingstatements” that involve substantial risks and uncertainties. All statements other than statements of historical or current factincluded in this Annual Report on Form 10-K are forward looking statements. Forward-looking statements refer to our current expectationsand projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business.You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statementsmay include words such as “anticipate,” “assume,” “believe,” “can have,” “contemplate,”“continue,” “could,” “design,” “due,” “estimate,” “expect,” “forecast,”“goal,” “intend,” “likely,” “may,” “might,” “objective,” “plan,”“predict,” “project,” “potential,” “seek,” “should,” “target,”“will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing ornature of future operational performance or other events. For example, all statements we make relating to our estimated and projectedcosts, expenditures, and growth rates, our plans and objectives for future operations, growth, or initiatives, or strategies areforward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differmaterially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that couldcause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are notlimited to:

We make many of our forward-looking statementsbased on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable,we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors thatcould affect our actual results.

See the “Risk Factors” section andelsewhere in this Annual Report on Form 10-K for a more complete discussion of the risks and uncertainties mentioned above and for a discussionof other risks and uncertainties we face that could cause actual results to differ materially from those expressed or implied by theseforward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionarystatements as well as others made in this Annual Report on Form 10-K.

We caution you that the risks and uncertaintiesidentified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in thisAnnual Report on Form 10-K are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-lookingstatement as a result of new information, future events, or otherwise, except as required by law. You should evaluate all forward-lookingstatements made by us in the context of these risks and uncertainties.

Risk Factor Summary

Our business is subject to a number of risks anduncertainties, including those highlighted in the section titled “Risk Factors” in this Annual Report on Form 10-K. Someof these principal risks include the following:

Risks Related to Our Business

Risks Related to Our Industry

Risks Related to Regulatory Compliance and Legal Matters

Risks Related to Ownership of Our Class A Common Stock

ITEM 1. BUSINESS

As used in this Annual Report on Form 10-K, “we,”“us,” “our,” “Maison,” “the Company” or “our Company” refer to Maison SolutionsInc., a Delaware corporation, except where the context requires otherwise.

Our Company

We are a fast-growing, specialty grocery retaileroffering traditional Asian food and merchandise to modern U.S. consumers, in particular to the members of Asian-American communities.We are committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American familyvalues and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse communitiesin which we operate. To achieve this, we are developing a center-satellite stores network. Since our formation in July 2019,we have acquired equity interests in three traditional Asian supermarkets in Los Angeles, California and three traditional Asian supermarketsin the greater Phoenix and Tucson, Arizona metro areas. We have been operating these six supermarkets as center stores, which we defineas a full service store, similar to a traditional supermarket or grocery store covering a metro area, but with its own storage space tobe used as a warehouse to distribute products to the satellite stores. The center stores target traditional Asian-American family-oriented customerswith a variety of meat, fresh produce and other merchandise, while additionally stocking items which appeal to the broader community.Our management’s deep cultural understanding of our consumers’ unique consumption habits drives the operation of these traditionalsupermarkets.

In addition to our traditional supermarkets, inDecember 2021, we acquired a 10% equity interest in a new grocery store in a young and active community in Alhambra, California (the “AlhambraStore”). We acquired our interest in the Alhambra Store from Grace Xu, the spouse of John Xu, our chief executive officer. We intendto acquire the remaining 90% equity interest in the Alhambra Store. Our intention is that the Alhambra Store will serve as our first satellitestore. The satellite stores in our network will be designed to penetrate local communities and neighborhoods with larger and growing concentrationsof younger customers.

Our merchandise includes fresh and unique produce,meats, seafood and other groceries that are not found in mainstream supermarkets, including a variety of Asian vegetables and fruits suchas Chinese broccoli, bitter melon, winter gourd, Shanghai baby bok choy, longan and lychee; a variety of live seafood such as shrimp,clams, lobster, geoduck, and Alaska king crab; and Chinese specialty groceries like soy sauce, sesame oil, oyster sauce, bean sprouts,Sriracha, tofu, noodles and dried fish. With an in-house logistics team and strong relationships with local and regional farms, weare capable of offering high-quality specialty perishables at competitive prices.

Our customers have diverse shopping habits basedon, among other factors, their age and lifestyle. Along with creating an exciting and attractive in-store shopping experience, customerscan choose to place orders on a third-party mobile app “Freshdeals24”, and an applet integrated into WeChat for eitherhome delivery or in-store pickups offering our customers the option of a 100% cashier-less shopping experience. Our flexibleshopping options are designed to provide customers with convenience and flexibility that best match their lifestyles and personal preferences.We are working closely with JD.com to improve and update our online apps to continue to specifically target and attract a wider varietyof our customer base.

While our main focus is on targeting Asian-American communitiesand catering to both established Asian-American family values and the shifting needs of the younger generations, we also plan toopportunistically address other demographics and populations.

The success of our business is supported by a strongcore team that brings deep knowledge and experience in supermarket operations, supply chain, warehouse management and logistics as wellas e-commerce. The core team members all come from leading market players such as Freshippo (known as “Hema Shengxian” inChina), Yonghui Superstores, H-Mart and other similar industry leading supermarket retailers.

We are exploring multi-channel solutions tocustomers by leveraging our strategic partnership with JD.com, a leading online retail business in China. See “Multi-channel Initiatives”and “Partnership with JD.com” in this section.

Market Opportunities

Emerging Trends in the Asian-American Grocery Market

Whether by using technology to streamline supplychains, unlocking the power of social media to influence shoppers, or adapting store designs to meet changing consumer behavior, the Asian-Americangrocery market is finding new ways to boost sales.

As grocers continue to battle for supremacy, cateringto a wide variety of customers and consumer demands will be a key area of focus. According to New York Times, from 1990 to 2020,the U.S. Asian population increased from 6.6 million to 20 million people, representing a 203% increase. Asians are nowthe fastest growing of the nation’s four largest racial and ethnic groups based on the U.S. Census Bureau, 2022 American CommunitySurvey (the “2022 Census”). In addition to the population increase, the median household income of people of Asian descentalso exceeds the overall U.S. population’s median household income according to the 2022 Census.

According to Mordor Intelligence’s “ETHNICFOODS MARKET — GROWTH, TRENDS, AND FORECASTS (2022 — 2027)”, the presence of Asian Cuisine in theUS Ethnic Food Marketspace is one of the key market trends. The forecast indicated that consumers’ interest in Asian cuisines isincreasing globally, and they seek bold flavors. This trend is driven by the increasing immigrant population, as well as robust demandfrom native populations.

In the past few years, many Asian-American grocerystore chains have risen in popularity in the United States; for example, Korean chain H Mart has expanded to 66 locations across12 states. Each store offers imported packaged goods as well as prepared foods and general merchandise. According to a studyby LoyaltyOne, Asian-Americans and other consumers looking to cook Asian cuisine are not finding what they need attheir local stores and are often turning to independent grocers for their shopping trips. Our principal competitors include 99 Ranch Marketand HMart for traditional supermarkets and Weee! for online groceries.

Spice of Life: As the Asian-American Population Continuesto Grow, Demand for Cultural Foods will Likely Increase

The ethnic supermarkets industry is composed ofcompanies that sell foods geared toward ethnically diverse populations. Industry growth is strongly supported by the quickly expandingpopulation of Asian Americans, one of the largest market segments in the United States. As the population of Asian Americans continuesto expand, we believe that the demand for stores like ours, which provide specialty products that cater to the Asian-American communities,will be expanded as well.

Putting Health & Fresh Produce First

As modern Asian-American consumers becomemore affluent, educated, and influenced by government campaigns, they are increasingly aware of the health benefits of food. Whether buyingfresh produce or choosing packaged products with clear health labelling, we believe Asian-American consumers will pay a premium forhealthy food.

Many Asian-American retailers are offeringa range of health-focused products and adapting their marketing strategies to cater to health-conscious consumers. Accordingto freshfruitportal.com, fresh food and health & wellness products will feature more prominently in-store in the futureas retailers respond to changing shopping habits.

Make Food Safer with Blockchain

Many Asian retailers are leading the way to enhancedfood safety with exciting developments in blockchain technologies, a trend which we believe will similarly be employed by U.S. retailers.

Walmart China’s traceability systemuses state of the art blockchain and AI to track the movement of over 50% of all packaged fresh meat, 40% of packaged vegetables,and 12.5% of seafood at each stage of the supply chain.

As customers are increasingly conscious of thesourcing of their food, investing in technologies which promote health and safety is a sure-fire way to build trust with customersand boost brand loyalty. In collaboration with our current partners, including JD.com, we plan to capitalize on developments in blockchaintechnologies to meet the evolving needs of our customers.

Partner with Overseas Providers

Asian-American consumers are prepared to lookfar and wide to obtain the products they want. Retailers are partnering with overseas suppliers, fellow retailers, and even technologycompanies to pull together resources and accelerate growth.

Partnerships are helping brick and mortar retailersto “blur the line” between online and offline retail channels. We believe that our existing partnerships, including with JD.com,will help us to expand and strengthen both our online and offline presence.

Lead the Charge with Online Sales

While e-commerce only accounted for 7.4% ofall U.S. grocery sales in 2020 according to the U.S. Food and Drug Administration, the Asian grocery market has been quick to makethe most of online retail channels.

According to a December 15, 2021 report byNBC News, online grocery sales grew 54% in 2020, to $95.82 billion. By 2026, online sales share is projected to account for 20% ofthe market. While Asian-American shoppers may prefer to handpick their favorite melon or cut of meat in-person, millions of customerssimply don’t have access to Asian supermarkets or neighborhood stores because they live in parts of the country that cannot sustainthem, making online shopping an attractive and necessary alternative.

For instance, Freshhippo uses an omni channel approachto offer customers a seamless transition between online shopping and in-store visits to promote online sales. Customers can switchbetween online and offline shopping and enjoy a consistent experience to put them in control of how they want to shop.

Our History

We were founded in July 2019 as Maison International,Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired threeretail Asian supermarkets in Los Angeles, California and subsequently rebranded them as “HK Good Fortune Supermarkets” or“Hong Kong Supermarkets.” In September 2021, the Company was reincorporated in the State of Delaware as a corporationregistered under the laws of the State of Delaware and renamed “Maison Solutions Inc.”

Maison was initially authorized to issue 500,000 sharesof common stock with a par value of $0.0001 per share. On September 8, 2021, the total number of authorized shares of common stockwas increased to 100,000,000 by way of a 200-for-1 stock split, among which, the authorized shares were divided in to 92,000,000 sharesof Class A common stock entitled to one (1) vote per share and 3,000,000 shares of Class B common stock entitled toten (10) votes per share and 5,000,000 shares of preferred stock. All shares and per share amounts used herein and in the accompanyingconsolidated financial statements have been retroactively adjusted to reflect (i) the increase of share capital as if the change of sharenumbers became effective as of the beginning of the first period presented for Maison Group and (ii) the reclassification of alloutstanding shares of our common stock beneficially owned by Golden Tree USA Inc. into Class B common stock, which are collectivelyreferred to as the “Reclassification”.

Our Center-Satellite Stores Model

Our seven traditional retail supermarkets are setup and operated as center stores. We intend to acquire the remaining 90% equity interest in the Alhambra Store, which we intend to haveserve as our first satellite store. The center stores mainly serve traditional family-oriented customers with a variety of freshproduce and daily necessities at competitive prices. The satellite stores in our Center-Satellite store network will be designedto penetrate local communities and neighborhoods with larger populations of younger customers, such as “Millennials” and “GenerationZ.”

What is the Center-Satellite Store Model?

The Center-Satellite store model utilizesa center store, which is a typical supermarket or grocery store in a metro area, as a central hub to not only act as a regular supermarketbut also provide logistics support to satellite/community stores in the surrounding area. This Center-Satellite store network allowsus to more easily and inexpensively expand the coverage as compared to traditional supermarket expansion. The structure increases logisticalefficiency and provides significant flexibility to serve all types of customer bases.

A center store will serve as the main warehouseto the surrounding community stores for grocery shopping. Groceries can usually be delivered from the suppliers to the center store first,before needing to use outside suppliers allowing the center store to distribute to all the community stores it covers, with allocationsbased on historical sales data provided by the community stores.

The satellite stores are typically smaller thanthe traditional supermarkets. The stores often are established in residential areas with large populations. The satellite stores offera smaller, particularly selected selection of products designed to meet the needs and desires of the community. For example, a satellitestore in a neighborhood with a higher concentration of younger consumers may offer more convenient food or social media trending products.A satellite store established in a neighborhood filled with young professionals may feature as a Meal Solution Supermarket (“MSSM”),where the consumers get their dinner almost instantly at a price point comparable to the cost of preparing a meal at home and lower thandining out. We believe our satellite stores will significantly reduce the time spent on grocery shopping for customers because they willbe conveniently located and offer a carefully cultivated selection of products at an attractive price point. We expect that such timeefficiencies and price competitiveness will attract additional customers.

Expected advantages of the Center-Satellite storenetwork:

Illustration of Center-Satellite Store Layout

Shopping Preference by Importance and Urgency

Our Products

Traditional Supermarkets/Center Stores

All of our traditional supermarkets offer perishableand non-perishable items. We put a significant focus on perishable product categories which include vegetables, seafood, fruit andmeat. In fiscal years 2025 and 2024, our perishable product categories contributed approximately 50% and 54%, respectively, to ourtotal net revenue in alignment with the space occupancy of perishables.

With respect to non-perishables, we have over 13,000 grocery productson our shelves ranging from cooking utensils, canned foods, Chinese and Asian seasonings and spices, to domestic and imported snacks.Many of our imported groceries are sourced from China, Thailand and Taiwan to meet the diverse demand of not only Chinese Americans buttargeted customers originating from east and south-east Asia. In the fiscal years ended on April 30, 2025 and 2024, the non-perishable grocerycategory contributed approximately 48.40 and 45.97%, respectively, to our total net sales and realized a markup of 35.13% and 35.09%,on average, respectively.

The Alhambra Store

In December 2021, we acquired a 10% equity interestin a new grocery store in Alhambra, California from Grace Xu, spouse of John Xu, our chief executive officer (the “Alhambra Store”).We intend to purchase the remaining 90% equity interest in the Alhambra Store and have the Alhambra Store serve as our first satellitestore.

We believe, that as an MSSM, the Alhambra Storesuits the lifestyle of young customers. MSSMs focus largely on ready-to-eat food and ready-to-cook groceries. The Alhambra Storehas a built-in kitchen which offers Asian hot foods under the house brand “Chili Point Land.” Ready-to-cook groceriesinclude frozen food as well as prewashed and pre-cut meats and vegetables.

We believe that the Alhambra has the potentialto be a successful satellite store in the Alhambra neighborhood. The city of Alhambra has a population of approximately 83,000, approximately52% of which is comprised of Asian Americans, according to the 2020 U.S. Census Bureau. A large portion of the consumer base within athree-mile radius of the store is comprised of young students living in apartments and young professionals between the ages of 25 and 44,with annual incomes between $36,000 and $120,000.

The Alhambra store is currently designed to targetthe demographic of its neighborhood. The store is located in the heart of Alhambra’s Main Street, which is where young consumersspend significant time at the many restaurants and bars within walking distance of the store.

The Alhambra Store also carries Asian food, snacksand other merchandise that are popular on social media to attract young customers interested in trying out new and trendy products. Thestore aims to lead customers from shopping for needs to shopping for experience.

Lee Lee Oriental Supermart, Inc.

On April 8, 2024, AZLL, LLC, a wholly-owned subsidiaryof the Company (“AZLL”), acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. (“Lee Lee”)for an aggregate purchase price of approximately $22.2 million, consisting of: (i) $7.0 million in cash paid immediately at the closingof the transaction, and (ii) a senior secured note agreement with an original principal amount of approximately $15.2 million (the “LeeLee Acquisition”) pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated April 4, 2024, by andamong AZLL, Meng Truong (“Meng Truong”) and Paulina Truong (“Paulina Truong” and, together with Meng Truong, the“Sellers”). Lee Lee is a three-store supermarket chain operating under the name Lee Lee International Supermarkets in thegreater Phoenix and Tucson, Arizona metro areas.

Through the acquisition of Lee Lee, the Companyexpanded its operations beyond California into the growing Arizona markets. We believe this strategic acquisition promotes further growthfor our brand, our mission and our commitment to serving the diverse Asian communities. The Lee Lee International Supermarket brand hascultivated a respected reputation over its nearly three-decade presence and operations in Arizona. With a strong foothold across threecities, Lee Lee has garnered a loyal following and has solidified its position as a trusted destination for diverse communities. We haveopted to retain Lee Lee’s brand name for the three acquired stores as a strategic move to maintain the existing, loyal customerbase.

With the addition of Lee Lee’s three profitablestore locations, our store portfolio was expanded from four to now seven operating stores. We believe the Lee Lee acquisition offersevident synergies, as the three Lee Lee stores cater to the same target demographic and offer similar product lines as our four Hong KongGood Fortune stores. We intend to implement certain operational improvements, including the enhancement of store operations and supplychain centralization.

For more information on the Lee Lee Acquisition,please see Note 10 — “Note Payable” and Note 19 — “Acquisition of subsidiary” in theNotes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Our Vertical Supply and Distribution Chain

Our business model features a vertically integratedstructure covering upstream supply and downstream retail supermarkets. In December 2021, we acquired a 10% equity interest in DaiCheong, a wholesale business owned by our Chairman and Chief Executive Officer, John Xu, which mainly supplies foods and groceries importedfrom Asia. Dai Cheong was founded in 1979 and has been working with major suppliers in Asia for over 20 years and has extensive experiencein sourcing products through a well-established sourcing system. To support its import trading business, Dai Cheong has an integratedecosystem of import, customs clearance and wholesale services. Dai Cheong owns three warehouses and maintains a team of professionalsselling more than 2,000 individual products. Dai Cheong primarily sells food products from all over Asia, including well-known Asianbrands such as Garden (Hong Kong), Prima Taste (Singapore), Ng Fung (Mainland China), Royal Family (Taiwan), Gold Kili (Singapore),and other well-known Asian brands. Currently Dai Cheong supplies quality products to more than 2,000 ethnically diverse supermarketsand wholesalers in all 50 states. Our initial investment in Dai Cheong, and our plan to acquire the remaining equity interest, is thefirst step toward creating a vertically integrated supply-retail structure. Having an importer as a part of our portfolio allowsus the opportunity to offer a wider variety of products and to reap the benefits of preferred wholesale pricing

We work with three primary suppliers. These primary suppliers accountedfor approximately 19.0% and 48.0% of our total purchases in fiscal years 2025 and 2024, respectively. We also have established, long-term relationshipswith local and regional farms which grow Asian specialty vegetables and fruit and supply the most popular yet hard-to-source vegetablesand fruits directly to our supermarkets. Working with our vendors, we are able to provide fresh seasonal vegetables and fruits. Produce,live seafood and groceries are delivered to our supermarkets on a daily basis from our farm partners and external vendors as directedby our in-house logistics system. With three retail supermarkets located in San Gabriel, Monrovia and Monterey Park, in the Los Angeles,California metropolitan area, and three retail supermarkets located in the Phoenix and Tucson, Arizona metro areas, we had over 3.8 millionannual transactions in the year ended April 30, 2025. In addition, our initial investment in the Alhambra Store is a key factor in ourgoal to reach out to the younger community, and expand into a large market for young customers, including students.

Our in-house logistics team is committed tofast and reliable delivery for customers who place online orders for delivery. Our center-satellite store network gives us the abilityto set up in-store, mini-warehouses to achieve fast order fulfillment and speedy delivery. We are able to provide same-day deliveryfor orders placed before noon within a five miles radius of the closest store.

Integrated Online and Offline Services

We started a series of online initiatives soonafter we acquired our first supermarket in 2019. Customers can choose to place orders online through a third-party mobile app, “Freshdeals24”,and an applet integrated into WeChat for the option of a 100% cashier-less shopping experience. We undertook this initiative anddesigned these apps based on our awareness of the predominance of WeChat in both the Chinese American and broader Asian-American communitiesand extensive research into the habits of the younger generation of customers. We are working closely with JD.com to improve and updateour online apps to continue to specifically target and attract a wider variety of our customer base.

We integrate our online and offline retail capabilitiesand use our center stores as warehouses to fulfill online orders. By managing inventory and offline resources effectively, our storessatisfy consumers’ demands in-store as well as online. We offer multiple shopping channels through integrated online and offlineoperations. Customers can place orders through the third-party mobile app and applet and for either home delivery or in-store pickups.Our flexible shopping options are aimed to provide customers with convenience and flexibility that best match their lifestyles and personalpreferences.

Currently JD.com is developing a new mobile appfor our future stores. For more information, please see “Partnership with JD.com” below.

Pricing Strategy

In general, our pricing strategy is to providepremium products at reasonable prices. We believe pricing should be based on the quality of products and the shopping experience, ratherthan promotional pricing, to drive sales. Our goal is to deliver a sense of value to and foster a relationship of trust with our targetand loyal customers.

We adopt different pricing strategies for differentfood categories. For best sellers such as seafood and core produce like swimming shrimp and live crawfish, we price competitively andaim to attract consumer traffic. For groceries department items which are usually imported and have a long shelf life, we price at a premium(with an average markup of 35%). Due to changes in market conditions and seasonal supplies, our pricing for seafood and produce are morevolatile compared with the pricing of other categories.

Marketing and Advertising

We believe our unique offerings, competitive prices on popular produce,and word-of-mouth are major drivers of store sales. In addition to word-of-mouth, we advertise our brand using in-store tastings,in-store weekly promotion signage, cooking demonstrations and product sampling. We also promote our stores on our official websiteand an electronic newsletter, and/or inserts and sales flyers in local Chinese newspapers, magazines and local radio stations on a monthlyor weekly basis. Our business is also marketed mainly on our official website, a third-party Mobile App “Freshdeals24”,and an applet integrated into WeChat. For the fiscal years ended April 30, 2025 and 2024, we recognized $79,360 and $208,000for marketing and advertising expenses, respectively. Overall, we have utilized mixed marketing and advertising strategies to enhanceour brand recognition, to regularly communicate with our target customers, and to strengthen our ability to market new and differentiatedproducts.

As we intend to establish more satellite storesand with our new mobile app being developed, we foresee a significant increase in advertising in the future, with a focus on social mediapromotion. With the younger generation being a key focus, we plan on advertising both our satellite stores and mobile app via TikTok,YouTube and Instagram, in addition to WeChat. We also plan to invite selected Internet influencers to cover our stores, products, andofferings.

Competition

Food retail is a large and highly competitive industry.Although the Asian supermarket industry is a niche market, market participants still remain highly fragmented and unsophisticated, andwe face competition from smaller or dispersed competitors. However, with the rapid growth of the Chinese and other Asian populations inthe United States and their consumption power, other competitors may begin operating in this market in the future. Those competitorsinclude: (i) national conventional supermarkets, (ii) regional supermarkets, (iii) national superstores, (iv) alternativefood retailers, (v) local foods stores, (vi) small specialty stores, (vii) farmers’ markets, and (viii) e-commerce /online-only grocery stores.

The national and regional supermarket chains havestrong experiences in operating multiple store locations and expansion management and have greater marketing or financial resources thanwe do. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greaterresources to sourcing, promoting and selling Chinese and other Asian products if they choose. The local food stores and markets are smallin size with a deep understanding of local preferences. Their lack of scale results in high risk and limited growth potential. In addition,there are online Asian grocery platforms, such as Weee!, which have longer operating histories and more established reputation for onlineAsian grocery shopping. However, the lack of their own offline store presence leads to a higher cost to the customers. Online-only grocerystores rely on working with local supermarkets for supplies and that exposes them to the risk of not being able to always fulfill customerdemands when the supply is low. In addition, online-only grocery stores, by their nature, are not able to offer in-store shoppingexperience, such as trying new food or cooked products in store, and in-store pick up. We believe our business model, when comparedwith the online-only grocery stores, brings a more comprehensive and holistic shopping experience to the customers while maintaininga competitive price point.

Our Competitive Strengths

Strong Management and Operations Team

Our core operations team has extensive experiencein and knowledge of supermarket operations, supply chain, logistics and warehouse management as well as e-commerce. Since the acquisitionof our four original center stores in California, we have hired experienced operations and management team members both locally in theUnited States and from China, including: Tao Han, who serves as our Chief Operating Officer and has more than 20 years of experiencein the retail industry with Yonghui Superstores, one of the largest chain supermarkets in China, and Freshippo (known as “Hema Shengxian”in China), the online and offline retail platform under the Alibaba Group; and the store manager for the Alhambra Store who has 16 yearsof experience in retail industry including extensive familiarity with process management practices in convenience store chains, whichtransfers directly to our satellite store concept. We strategically deploy our team members in positions that best match their experienceand specialized skills.

We established a new performance-based bonussystem. If a store meets or exceeds the pre-set Key Performance Indicator (“KPI”), the employees of that store will receivecash bonuses. Each department needs to provide weekly performance reports, which the management teams will review. If the department meetsor exceeds the pre-set KPI, the management teams will distribute monthly cash bonuses amounting to 1% of gross revenue to the department’sstaff for achievement of such performance goals.

Cost Efficient Supply Chain

Unlike many of our direct competitors which arefamily-owned single stores, we have seven retail supermarkets with an average size of 36,000 square feet. We place orders mainlythrough two primary wholesale agents which purchase products on our behalf from various vendors. Due to their large quantity purchaseposition, these two wholesale agents are able to get competitive prices for a wide range of items. Similarly, due to our large purchasingpower and long-term business relationships with the two wholesale agents, even with price markups, we benefit from competitive pricing.The price we pay to the wholesale agents is lower than the prices we would pay to each vendor directly. In addition, by dealing with onlytwo wholesale agents instead of approaching various vendors individually, we are saving time and costs.

Additionally, in order to begin the process ofestablishing a vertically integrated supply and distribution change, we acquired a 10% equity interest in a wholesale company, Dai Cheong,which has been in the business of importing and exporting Chinese and Asian specialty food and groceries for over 20 years. Dai Cheong,which is owned by our Chairman and Chief Executive Officer, John Xu, specializes in identifying products that are popular among Asian-American consumersbut rarely found in mainstream stores. Furthermore, Dai Cheong has a well-established sourcing system and has formed an ecosystemthat integrates import, customs clearance and wholesale services. Without multi-layer intermediates, our retail supermarkets areable to set such products at competitive prices, not only securing the supply of popular products, but boosting our operation profitabilityas well.

Superior Customer Propositions

Targeting Popular Product Trends

With our relationships with reputable suppliersand distribution agents, we consistently update our product offerings to ensure our catalog stays competitive in the market and to reduceunnecessary redundancy. In collaboration with our suppliers and distribution agents we consistently monitor social media and assess storedata to identify and subsequently offer products which are popular with our target consumers.

Employees

As of April 30, 2025, we had approximately 378 employees. Our employeesare not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant workstoppage. We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in LosAngeles, the minimum wage rose from $14 per hour from 2021 to $15.50 per hour in 2023 and increased to $16 per hour starting from January1, 2024; in Arizona, the minimum wage was $13.85 per hour in 2023, and increased to $14.35 per hour starting from January 1, 2024. Ourpayroll and payroll tax expenses were $15.0 million and $7.4 million for the year ended April 30, 2025 and 2024, respectively.

Our Growth Strategy

Continue Building Center Satellite Stores Network

Operation of Center Stores — Wehave a successful record of operating our existing retail supermarkets and have been able to quickly turn distressed stores into profitableassets. Based on our understanding of the retail grocery market and our history of successfully investing in and operating our existingretail supermarkets, we have quickly identified what we believe to be the key weaknesses of acquired stores and have taken specific actionsdesigned to achieve profitability, such as reducing redundant product offerings, managing fresh produce, meat and seafood inventory toreduce waste and tailoring inventory and product selection to more accurately match the needs of the population that shop at each of ourstores. We plan to acquire additional supermarkets to expand our footprint to both the West Coast and the East Coast.

Opening Satellite Stores — Wecurrently own a 10% equity interest in the Alhambra Store, which we purchased from Grace Xu, spouse of John Xu, our chief executive officer.We intend to acquire the remaining 90% interest in the Alhambra Store and operate the Alhambra Store as our first satellite store. Sinceits opening, our management team has been involved with the operations and management of the Alhambra Store, utilizing our experiencein supermarkets. The Alhambra store is situated in a community with a large population of younger customers and will serve as an importantstep in our targeting of this demographic as well as our plans to expand our center-satellite store model. We plan to open our satellitestores to penetrate local communities and neighborhoods with larger populations of younger and diverse customers. When selecting locations,we will also consider college towns and university neighborhoods in which there is a large Asian-American student population. Thesatellite stores will serve as “community retail stores”, offering ready-to-eat and ready-to-cook foods and groceries.

Multi-Channel Initiatives

We are exploring our multi-channel initiativesincluding improving our in-store shopping experience, increasing and enhancing our mobile ordering with at-home delivery andin-store pickup and broadening our social media presence. In addition, multi-channel solutions can help realize the user’sintegration, price integration, inventory integration, price integration, marketing integration and orders integration:

Our Multi-Channel and Consumer Coverage

Partnership with JD.com

In April 2021, we entered into a series ofagreements with JD E-commerce America Limited (“JD US”), the U.S. subsidiary of JD.com, Inc (“JD.com”), including the CollaborationAgreement and Intellectual Property License Agreement (each as further described below).

Overall, we believe the collaboration with JD.comwill help us improve our business in the following areas:

Store layouts will also be updated based on the thoroughanalysis performed by JD.com through years of massive data collection and analysis. The purpose is to design the store in a scientificway, including section arrangement, self-checkout POS locations, and shelf location deployment to optimize the in-store trafficroute and to improve the shopping experience.

The new mobile app will support year-round promotionsbased on events, holidays and products. With target customers in mind, the app is designed not only to be used as a shopping app, butalso a social platform for people to share their unique experience. The social elements include top-ranked / popular items, gourmetsharing, review and tasting, store exploration, and product unbox reviews.

Collaboration Agreement

On April 19, 2021, JD US, the U.S. subsidiary of JD.com, and Maison entered into a Collaboration Agreement (the “CollaborationAgreement”). Under the Collaboration Agreement, JD US has agreed to provide the following services to us for fees:

Intellectual Property License Agreement

Simultaneously with the effectiveness of the CollaborationAgreement, JD US and Maison entered into an Intellectual Property License Agreement (the “Intellectual Property License”)outlining certain trademarks, logos and designs, and other intellectual property rights used in connection with the retail supermarketoperations outlined in the Collaboration Agreement. Under the Intellectual Property License, JD US granted us a ten-year limited,non-exclusive, non-transferable, non-sublicensable license in the State of California to:

Trademarks

“HK GOOD FORTUNE SUPERMARKET”and the stylized wording of “GOOD FORTUNE” is our self-owned trademark and was registered with the United StatesPatent and Trademark Office on December 20, 2022. Such trademark is currently the brand of our four retail supermarkets located in Californiaand may also cover other supermarkets that we acquire in the future. We consider our trademark to be a valuable asset that diversifiescustomer’s value alternatives, a useful strategy to enhance profit margins and an important way to establish and protect our brandin a competitive environment. We are not currently in any trademark disputes with any third party.

Insurance

We use a combination of insurance and self-insurance toprovide coverage for potential liability for worker’s compensation, automobile and general liability, product liability, employeehealth care benefits and other casualty and property risks. Changes in legal trends and interpretations, variability in inflation rates,changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency or insurancecarriers, and changes in discount rates could all affect ultimate settlements of claims. We evaluate our insurance requirements on anongoing basis to ensure that our insurance programs maintain adequate levels of coverage.

Regulation

As a supermarket retailer, we are subject to numeroushealth and safety laws and regulations. Our suppliers are also subject to such laws and regulations. These laws and regulations applyto many aspects of our business, including the manufacturing, packaging, labeling, distribution, advertising, sale, quality and safetyof products we sell, as well as the health and safety of our team members and the protection of the environment. We are subject to regulationby various government agencies, including the U.S. Food and Drug Administration (the “FDA”), the U.S. Department of Agriculture(the “USDA”), the Federal Trade Commission (the “FTC”), the Occupational Safety and Health Administration (“OSHA”),the Consumer Product Safety Commission (the “CPSC”), the Environmental Protection Agency (the “EPA”), as wellas various state and local agencies.

New or revised government laws and regulations,as well as increased enforcement by government agencies, could result in additional compliance costs and civil remedies. An example isthe FDA Food Safety Modernization Act (referred to as “FSMA”), passed in January 2011, which grants the FDA greater authorityover the safety of the national food supply. Specifically, the FSMA requires the FDA to issue regulations mandating that risk-based preventivecontrols be observed by the majority of food producers. This authority applies to all domestic food facilities and, by way of importedfood supplier verification requirements, to all foreign facilities that supply food products. In addition, the FSMA requires the FDA toestablish science-based minimum standards for the safe production and harvesting of produce, requires the FDA to identify “highrisk” foods and “high risk” facilities, and instructs the FDA to set goals for the frequency of FDA inspections of suchhigh risk facilities as well as non-high risk facilities and foreign facilities from which food is imported into the United States.

With respect to both food and dietary supplements,the FSMA meaningfully augments the FDA’s ability to access producer’s and supplier’s records. This increased accesscould permit the FDA to identify areas of concern it had not previously considered to be problematic either for us, our producers or oursuppliers. The FSMA is also likely to result in enhanced tracking and tracing of food requirements and, as a result, added recordkeepingburdens upon our producers and suppliers. In addition, under the FSMA, the FDA has the authority to inspect certifications and thereforeevaluate whether foods and ingredients from our producers and suppliers are compliant with the FDA’s regulatory requirements. Suchinspections may delay the supply of certain products or result in certain products being unavailable to us for sale in our stores.

The FDA has broad authority to enforce the provisionsof the Federal Food, Drug and Cosmetic Act applicable to the safety, labeling, manufacturing and promotion of foods, including powersto issue a public warning letter to a company, publicize information about illegal products, institute an administrative detention offood, request or order a recall of illegal products from the market, and request the Department of Justice to initiate a seizure action,an injunction action or a criminal prosecution in the U.S. courts. Pursuant to the FSMA, the FDA also has the power to refuse the importof any food that is not appropriately verified as in compliance with all FDA laws and regulations. Moreover, the FDA has the authorityto administratively suspend the registration of any facility producing food, including supplements, deemed to present a reasonable probabilityof causing serious adverse health consequences.

In connection with the marketing and advertisementof products we sell, we could be the target of claims relating to false or deceptive advertising, including under the auspices of theFTC and the consumer protection statutes of some states. These events could interrupt the marketing and sales of products in our stores,severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation,and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverseeffect on our business, financial condition and results of operations.

We are also subject to laws and regulations moregenerally applicable to retailers, including labor and employment, taxation, zoning and land use, environmental protection, workplacesafety, public health, community right-to-know and alcoholic beverage sales. Certain local regulations may limit our ability to sellalcoholic beverages at certain times. Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found,could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated “critical”violations, closure of the store until a re-inspection demonstrates that we have remediated the problem. The buildings in which somestores are located are old and therefore require greater maintenance expenditures by us in order to maintain them in compliance with applicablebuilding codes. If we are unable to maintain these stores in compliance with applicable building codes, we could be required by the buildingdepartment to close them. Additionally, a number of federal, state and local laws impose requirements or restrictions on business ownerswith respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent usfrom performing certain further renovations Furthermore, our new store openings could be delayed or prevented or our existing stores couldbe impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

In addition, we are subject to environmental lawspursuant to which we could be held responsible for all of the costs relating to any contamination at our or our predecessors’ pastor present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination.We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions,immigration, and work permit requirements.

As is common in our industry, we rely on our suppliersand contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislativerequirements. In general, we seek certifications of compliance, representations and warranties, indemnification and/or insurance fromour suppliers and contract manufacturers. However, even with adequate insurance and indemnification, any claims of non-compliance couldsignificantly damage our reputation and consumer confidence in our products. In order to comply with applicable statutes and regulations,our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain aspects of their productsand we have revised certain provisions of our sales and marketing program.

We cannot predict the nature of future laws, regulations,interpretations or applications, or determine what effect either additional government regulations or administrative orders, when andif promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future. They could, however,increase our costs or require the reformulation of certain products to meet new standards, recall or discontinue certain products notable to be reformulated, impose additional recordkeeping, expand documentation of the properties of certain products, expand or requiredifferent labeling based on scientific substantiation.

Corporate Information

We were founded in July 2019 as Maison International,Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired threeretail Asian supermarkets in Los Angeles, California and subsequently rebranded them as “HK Good Fortune Supermarkets” or“Hong Kong Supermarkets.” In September 2021, the Company was reincorporated in the State of Delaware as a corporation registeredunder the laws of the State of Delaware and renamed “Maison Solutions Inc.”

Our corporate headquarters are located in MontereyPark, California. Maison has six retail supermarkets in San Gabriel, California, Monrovia, California, Monterey Park, California, Chandler,Arizona, Peoria, Arizona and Tucson, Arizona.

We are a “smaller reporting company”as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or (the “Exchange Act”), and have elected totake advantage of certain aspects of the scaled disclosure available for smaller reporting companies.

InformationAbout Our Executive Officers 

Set forth below is information concerning our currentexecutive officers and directors.

There are no family relationships between our executiveofficers and members of our Board.

Backgrounds of Current Executive Officers and Directors

Set forth below is information concerning our currentexecutive officers and directors identified above.

John Xu has served as Director, Presidentand Chief Executive Officer of the Company since 2019. Mr. Xu has served as Director and President of J&C International GroupLLC, a cross-border investment firm since 2013. From 2009 to 2020, Mr. Xu also served as Director and President of Ideal CityRealty, LLC, a real estate investment firm. Mr. Xu has extensive experience in business operations, investment and strategic managementand retail enterprises, with a keen market sense and deep understanding of cross-border investment environment.

We believe Mr. Xu’s qualifications to serveon our board of directors include his perspective and experience building and leading our Company as the founder and Chief Executive Officerand his extensive experience in business, strategic development and implementation.

Alexandria M. Lopez has served as a memberof our board of directors and has been the Chief Financial Officer of the Company since 2019. Ms. Lopez previously served as Chief FinancialOfficer and Vice President of J&C International Group LLC, a position she has held from 2014 to 2023. Ms. Lopez has over 10 yearsof financial and accounting experience. Ms. Lopez received a B.A. in Accounting from the University of Phoenix.

We believe Ms. Lopez’s qualifications toserve on our board of directors include her knowledge of our Company and her extensive management experience at our Company.

Mark Willis has served as a member of ourboard of directors since June 2023. Mr. Willis is the founder and Chief Executive Officer of ParQuest Consulting, which he foundedin 2015. Mr. Willis previously served as a member of the transition team of New York City Mayor Eric Adams from 2021 to 2022. Priorto these roles, Mr. Willis served in various roles at Morgan Stanley Wealth Management, from 1998 to 2015. Mr. Willis has aBBA in Finance and Investments from Baruch College and an MBA with a concentration computer methodology from the Baruch College GraduateSchool of Business.

We believe Mr. Willis’s qualifications toserve on our board of directors include his substantial experience in business management and finance as well as his expertise and resourcesin financial services.

Bin Wang has served as a member of our boardof directors since June 2023. Mr. Wang is the Managing Director of Eon Capital International Ltd, a Hong Kong-incorporated corporateadvisory service company since 2007. Mr. Wang also serves as a member of the board of directors of Fly-E Group, Inc. (NASDAQ: FLYE) sinceMay 2024. He also acted as the Chairman and Chief Executive Officer of Alberton Acquisition Corp. (ALAC), a NASDAQ listed company from2018 to 2020. From 2010 to 2012, he served as Independent Board Director of Sky Digital Stores Corp. (SKYC), participating in the company’sa public listing process. Mr. Wang began his financial career in 1994 with Chemical Bank, as market segment manager for developingthe bank’s commercial banking business in the US domestic Asian market. He then served as Vice President and Team Leader of ChaseInternational Financial Services after Chemical Bank’s merger into Chase in 1996 and later combination into JP Morgan Chase in 2000.He continued his service at JP Morgan Chase with a broad range of management responsibilities in the development and growth of the bank’sinternational business until 2006. Mr. Wang graduated from Northwestern Polytechnic University in 1980, received his M.S. degreein Mechanical Engineering from Xi’an Jiaotong University in 1983 and he obtained his M.A. in economics from Illinois State Universityin 1992. Mr. Wang has over 30 years of management experience in financial industry and has provided his financial advisory servicesto dozens of corporate clients in both the United States and Asia.

We believe Mr. Wang’s qualifications to serveon our board of directors include his substantial experience in business management as well as his expertise and resources in financialservices.

Dr. Xiaoxia Zhang has served as a memberof our board of directors since June 2023. Dr. Zhang serves as a consultant for a number of Chinese companies with U.S. operations, focusingon strategy, resourcing, technology and supply chain management. Her clients include Yangfang Shengli Catering, which she helped to growfrom its origins as a street vendor to a full-industry-chain company that specializes in hala catering, food processing, packaging,central kitchen and restaurants, and to expand its footprint in the New York and California markets. Dr. Zhang also advises Shanxi HongtongFenghe Agroforestr, where she helped to develop its signature product, “Yulu Fragrant Pear”, which is known as the “Kingof Chinese Pears” and to streamline the company’s supply chain process, increasing company efficiency and profitability. Dr.Zhang also serves as Deputy Director at Renmin University of China Lifelong Learning Center, a position she has held since 2014. She previouslyserved as Chairwoman at Zhongguancun Dongsheng New Urbanization Industry Alliance from 2016 to 2020 and Vice Dean at Tianjin Bohai UrbanDevelopment Research Institute from 2011 to 2021. Dr. Zhang received her Doctoral Degree in environment science from Peking Universityin 2004.

We believe Dr. Zhang’s qualifications toserve on our board of directors include her substantial experience in consulting and supply chain management and development as well asher experience with growth stage companies.

Tao Han has served as our Chief OperatingOfficer since October 2023. Since October 2020, Mr. Han has served as the general manager of our stores located in San Gabrieland Monrovia. Prior to 2020, Mr. Han has served various managerial positions in retail supermarkets for more than 10 years.From 2017 to 2020, Mr. Han was a marketing manager for Hema Fresh in Beijing. From 2011 to 2017, Mr. Han served as administrativemanager of Yonghui Supermarket, a public retail company in China. From 2001 to 2011, he was the Head of Management of Iko-Yokato Beijing.

Available Information

Our Internet website is www.maisonsolutionsinc.com.Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnishedpursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the Investor Relations tab of our websiteas soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintainsa website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

ITEM 1A. RISK FACTORS

Investing in our Class A common stock involvesa high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in thisAnnual Report on Form 10-K, including our financial statements and related notes and “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” before deciding to invest in our Class A common stock. If any of the events ordevelopments described below occur, our business, financial condition, or results of operations could be materially or adversely affected.As a result, the market price of our Class A common stock could decline, and investors could lose all or part of their investment.

Risks Related to Our Business

There is no guarantee that our center-satellite modelwill succeed.

We currently manage and operate seven traditionalAsian supermarkets, which will be the center stores in our center-satellite business model. We currently own a 10% equity interestin the Alhambra Store and intend to acquire the remaining 90% of the equity interest. We intend to operate the Alhambra Store as our firstsatellite store. Our center-satellite store network model is new, and we cannot guarantee that our intended center-satellite modelwill succeed.

We may not be able to successfully implement our growth strategyon a timely basis or at all. Additionally, new stores may place a greater burden on our existing resources and adversely affect our existingbusiness.

Our continued growth depends, in large part, onour ability to open new stores and to operate those stores successfully. Successful implementation of this strategy depends upon, amongother things:

We, or our third-party vendors, may not be ableto adapt our distribution, management information and other operating systems to adequately supply products to new stores at competitiveprices so that we can operate the stores in a successful and profitable manner. We cannot assure you that we will continue to grow throughnew store openings. Additionally, our proposed expansion will place increased demands on our operational, managerial and administrativeresources. These increased demands could cause us to operate our existing business less effectively, which in turn could cause deteriorationin the financial performance of our existing stores. Further, new store openings in markets where we have existing stores may result inreduced sales volumes at our existing stores in those markets. If we experience a decline in performance, we may slow or discontinue storeopenings, or we may decide to close stores that we are unable to operate in a profitable manner. If we fail to successfully implementour growth strategy, including by opening new stores, our business and financial condition and operating results may be adversely affected.

The terms of our debt financing arrangements may restrict ourcurrent and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

We are a borrower under certain bank loans andloans from the U.S. Small Business Administration (the “SBA”) in the aggregate amount of approximately $2.62 million as ofApril 30, 2025. These debt financing arrangements contain, and any additional debt financing we may incur would likely contain, covenantsthat restrict our ability to, among other things: grant liens; incur additional debt; pay dividends on our Class A common stock; redeemour Class A common stock; make certain investments; engage in certain merger, consolidation or asset sale transactions; entering intocertain type of transactions with affiliates; pay subordinated debt; purchasing or carrying margin stock; make changes in nature of business;make certain dispositions; guarantee the debts of others; and form joint ventures or partnerships.

Further, failure to comply with the covenants underour debt financing arrangements may have a material adverse impact on our operations. If we fail to comply with any of the covenants underour indebtedness, and are unable to obtain a waiver or amendment, such failure may result in an event of default under our indebtedness.

There is no guarantee that our partnership with JD US will besuccessful.

In April 2021, we entered into a series ofagreements with JD US. Under these agreements, we and JD US agreed that JD US will assist us in upgrading our store management systemand improving our product inventory with JD.com’s first tier product sourcing capacity in China. We also expect to benefit fromJD.com’s brand name by co-branding our new stores. However, our partnership with JD US is at a very early stage and our successwill depend on the long term cooperation with JD US. There is no guarantee that JD US will not terminate its cooperation with usbefore our business cooperation comes to fruition and there is no guarantee that our business cooperation will come to a successful fruition.Pursuant to our Collaboration Agreement with JD US, either party may terminate the CollaborationAgreement by giving notice in writing to the other party if the other party commits a material breach of agreement or the other partysuffers an Insolvency Event (as defined in the Collaboration Agreement).

Our new store base, or stores opened or acquired in the future,may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with ourmature store base on a timely basis or at all and may negatively impact our business and financial results.

We have actively pursued new store growth in existingand new markets and plan to continue doing so in the future. Our growth continues to depend, in part, on our ability to open and operatenew stores successfully. New stores may not achieve sustained sales and operating levels consistent with our mature store base on a timelybasis or at all. This may have an adverse effect on our financial condition and operating results. In addition, if we acquire stores inthe future, we may not be able to successfully integrate those stores into our existing store base and those stores may not be profitableor as profitable as our existing stores.

We cannot assure you that our new store openingswill be successful or result in greater sales and profitability for the Company. New stores build their sales volume and their customerbase over time and, as a result, generally have lower gross margins and higher operating expenses as a percentage of net sales than ourmore mature stores. There may be a negative impact on our results from a lower contribution of new stores, along with the impact of relatedpre-opening and applicable store management relocation costs. Further, we have experienced in the past, and expect to experiencein the future, some sales volume transfer from our existing stores to our new stores as some of our existing customers switch to new,closer locations. Any failure to successfully open and operate new stores in the time frames and at the costs estimated by us could resultin an adverse effect on our business and financial condition, operating results and a decline of the price of our Class A commonstock.

Because we have entered into a significant number of relatedparty transactions through the course of our routine business operations, there is a risk of conflicts of interest involving our management,and that such transactions may not reflect terms that would be available from unaffiliated third parties.

In the course of our normal business, we have engagedin certain transactions with our related parties which are affiliated with our Chairman and Chief Executive Officer, John Xu, and hiswife Grace Xu. In all related party transactions, there is a risk that even if the Company personnel negotiating on behalf of the Companywith the related party are striving to ensure that the terms of the transaction are arms-length, the related party’s influence maybe such that the transaction terms could be viewed as favorable to that related party. We are likely to continue to engage in these transactionsas a result of existing relationships and may enter into new transactions with related parties. It is possible that we could have receivedmore favorable terms had these agreements been entered into with third parties. See “Certain Relationships and Related PartyTransactions” for specific information about our related party transactions.

Security incidents and attacks on our information technologysystems could lead to significant costs and disruptions that could harm our business, financial results, and reputation.

We rely extensively on information technology systemsto conduct our business, some of which are managed by third-party service providers. Information technology supports several aspects ofour business, including among others, product sourcing, pricing, customer service, transaction processing, financial reporting, collectionsand cost management. Our ability to operate effectively on a day-to-day basis and accurately report our results depends on a solid technologicalinfrastructure, which is inherently susceptible to internal and external threats. We are vulnerable to interruption by power loss, telecommunicationfailures, internet failures, security breaches and other catastrophic events. Exposure to various types of cyber-attacks such as malware,computer viruses, worms or other malicious acts, as well as human error, could also potentially disrupt our operations or result in asignificant interruption in the delivery of our goods and services.

Risks Related to Our Industry

We face competition in our industry, and our failure to competesuccessfully may have an adverse effect on our profitability and operating results.

Food retail is a competitive industry. Our competition varies and includesnational, regional and local conventional supermarkets, national superstores, alternative food retailers, natural foods stores, smallerspecialty stores, farmers’ markets, supercenters, online retailers, mass or discount retailers and membership warehouse clubs. Ourprincipal competitors include 99 Ranch Market and H Mart for traditional supermarkets and Weee! for online groceries. Each of these storescompetes with us on the basis of product selection, product quality, customer service, price, store format, and location, or a combinationof these factors. In addition, some competitors are aggressively expanding their number of stores or their product offerings. Many ofthese competitors may have been in business longer or may have more experience operating multiple store locations or may have greaterfinancial or marketing resources than we do and may be able to devote greater resources to sourcing, promoting and selling their products.As competition in certain areas intensifies or competitors open stores within close proximity to one of our stores, our results of operationsmay be negatively impacted through a loss of sales, decrease in market share, reduction in margin from competitive price changes or greateroperating costs. In addition, other established food retailers could enter our markets, increasing competition for market share.

Our inability to maintain or improve levels of comparable storesales could cause our stock price to decline.

We may not be able to maintain or improve the levelsof comparable store sales that we have experienced in the recent past. As a result, our operating results may decline resulting in a correspondingdecline in the market price of our Class A common stock. Our store sales may fluctuate and a variety of factors affect comparablestore sales, including:

Increased commodity prices and availability may impact profitability.

Many products we sell include ingredients suchas wheat, corn, oils, milk, sugar, cocoa and other commodities. Commodity prices worldwide have been increasing due to supply chain disruptions,the war in Ukraine or otherwise. Any increase in commodity prices may cause our vendors to seek price increases from us. We cannot assureyou that we will be able to mitigate vendor efforts to increase our costs, either in whole, or in part. In the event we are unable tocontinue mitigating potential vendor price increases, we may, in turn, consider raising our prices, and our customers may be deterredby any such price increases. Our profitability may be impacted through increased costs to us which may impact gross margins, or throughreduced revenue as a result of a decline in the number and average size of customer transactions.

Economic conditions that impact consumer spending could materiallyaffect our business.

Our results of operations may be materially affectedby changes in overall economic conditions that impact consumer confidence and spending, including discretionary spending. This risk maybe exacerbated if customers choose lower-cost alternatives in response to economic conditions. Current and/or future economic conditionsaffecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availabilityof credit, interest rates, tax rates, fuel and energy costs and other matters could reduce consumer spending. In addition, increases inutility, fuel and commodity prices could affect our cost of doing business by increasing the cost of illuminating and operating our storesand the transportation costs borne by our third-party service providers, which they may seek to recover through increased pricescharged to us. We may not be able to recover these rising costs through increased prices charged to our customers and these increasedprices may exacerbate the risk of customers choosing lower-cost alternatives. In addition, recent increases in inflation have directlyimpacted our purchase costs, occupancy costs and payroll costs leading us to increase prices to offset these inflationary pressures. Continuedincrease in inflationary pressures, combined with reduced consumer spending, could reduce gross profit margins. As a result, our business,financial condition and results of operations could be materially and adversely affected.

Our inability to maintain or increase our operating margins couldadversely affect the price of our Class A common stock.

We intend to continue to increase our operatingmargins through scale efficiencies, improved systems, continued cost discipline and enhancements to our merchandise offerings. If we areunable to successfully manage the potential difficulties associated with store growth, we may not be able to capture the scale efficienciesthat we expect from expansion. If we are not able to continue to capture scale efficiencies, improve our systems, continue our cost discipline,maintain appropriate store labor level and disciplined product selection, and enhance our merchandise offerings, we may not be able toachieve our goals with respect to operating margins. In addition, if we do not adequately refine and improve our various ordering, trackingand allocation systems, we may not be able to increase sales and reduce inventory shrinkage. As a result, our operating margins may remainflat or decline, which could materially and adversely affect business, financial condition, results of operations and, in turn, the priceof our Class A common stock.

We may be unable to protect or maintain our intellectual property,including HK Good Fortune, which could result in customer confusion and adversely affect our business.

We rely on a combination of trademark, trade secret,copy right and domain name law and internal procedures and nondisclosure agreements to protect our intellectual property. We believe thatour intellectual property has substantial value and has contributed significantly to the success of our business. In particular, our trademarks,including our registered trade name “HK GOOD FORTUNE SUPERMARKET” and registered trademarks consisting of the stylized wordingof “GOOD FORTUNE”, and our domain names, including https://maisonsolutionsinc.com/, are valuable assets that reinforceour customers’ favorable perception of our stores. However, there can be no assurance that our intellectual property rights willbe sufficient to distinguish our products and services from those of our competitors and to provide us with a competitive advantage.

Our success depends upon our ability to source and market newproducts to meet our high standards and customer preferences and our ability to offer our customers an aesthetically pleasing shoppingenvironment.

Our success depends on our ability to source andmarket new products that both meet our standards for quality and appeal to customers’ preferences. A small number of our employees,including our in-house merchants, are primarily responsible for both sourcing products that meet our high specifications and identifyingand responding to changing customer preferences. Failure to source and market such products, or to accurately forecast changing customerpreferences, could lead to a decrease in the number of customer transactions at our stores and a decrease in the amount customers spendwhen they visit our stores. In addition, the sourcing of our products is dependent, in part, on our relationships with our vendors. Ifwe are unable to maintain these relationships we may not be able to continue to source products at competitive prices that both meet ourstandards and appeal to our customers. We also attempt to create a pleasant and aesthetically appealing shopping experience. If we arenot successful in creating a pleasant and appealing shopping experience we may lose customers to our competitors. If we do not succeedin maintaining good relationships with our vendors, introducing and sourcing new products that consumers want to buy or if we are unableto provide a pleasant and appealing shopping environment or maintain our level of customer service, our sales, operating margins and marketshare may decrease, resulting in reduced profitability, which could materially and adversely affect our business, financial conditionand results of operations.

If we are unable to successfully identify market trends and reactto changing consumer preferences in a timely manner, our sales may decrease.

We believe our success depends, in substantialpart, on our ability to:

If we are unable to anticipate and satisfy consumerpreferences in the regions where we operate, our sales may decrease, which could have a material adverse effect on our business, financialcondition and results of operations and, in turn, the price of our Class A common stock.

Our stores rely heavily on sales of perishable products, andproduct supply disruptions may have an adverse effect on our profitability and operating results.

We have a significant focus on perishable products.Sales of perishable products accounted for approximately 51.4% and 54.0% of our total sales in fiscal years 2025 and 2024, respectively.We rely on various suppliers and vendors to provide and deliver our perishable product inventory on a continuous basis. We could suffersignificant product inventory losses in the event of the loss of a major supplier or vendor, disruptions of our distribution network,extended power outages, natural disasters such as floods, droughts, frosts, earthquakes, hurricanes and pestilences or other catastrophicoccurrences. Adverse weather conditions and natural disasters can lower crop yields and reduce crop size and quality, which in turn couldreduce the available supply of, or increase the price of, fresh produce. We have implemented certain systems to ensure our ordering isin line with demand. We cannot assure you, however, that our ordering system will always work efficiently, in particular in connectionwith the opening of new stores, which have no, or a limited, ordering history. If we were to over-order, which could result in inventorylosses, or otherwise were not able to maintain inventory suitable for our business needs, it would materially and negatively impact ouroperating results.

Products we sell could cause unexpected side effects, illness,injury or death that could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs anddamage to our reputation.

There is increasing governmental scrutiny of andpublic awareness regarding food safety. Unexpected side effects, illness, injury, or death caused by products we sell could result inthe discontinuance of sales of these products or prevent us from achieving market acceptance of the affected products. Such side effects,illnesses, injuries and death could also expose us to product liability or negligence lawsuits for which we do not have adequate insurancecoverage. Any claims brought against us may exceed our existing or future insurance policy coverage or limits. Any judgment against usthat is in excess of our policy limits would have to be paid from our cash reserves, which would reduce our capital resources. The realor perceived sale of contaminated or harmful products would cause negative publicity regarding our company, brand, or products, whichcould in turn harm our reputation and net sales, and could have a material adverse effect on our business, results of operations or financialcondition and, in turn, the price of our Class A common stock.

We may experience negative effects to our reputation from realor perceived quality or health issues with our food products, which could have an adverse effect on our operating results.

We could be materially and adversely affected ifconsumers lose confidence in the safety and quality of products we sell. Concerns regarding the safety of our food products or the safetyand quality of our food supply chain could cause shoppers to avoid purchasing certain products from us, or to seek alternative sourcesof food, even if the basis for the concern is outside of our control. In addition, adverse publicity about these concerns, whether ornot ultimately based on fact, and whether or not involving products sold at our stores, could discourage consumers from buying our productsand have an adverse effect on our operating results. Furthermore, the sale of food products entails an inherent risk of product liabilityclaims, product recall and the resulting negative publicity. Food products containing contaminants could be inadvertently distributedby us and, if processing at the consumer level does not eliminate them, these contaminants could result in illness or death. We cannotassure you that product liability claims will not be asserted against us or that we will not be obligated to perform product recalls inthe future.

Any lost confidence on the part of our customerswould be difficult and costly to re-establish. Any such adverse effect could be exacerbated by our position in the market as a purveyorof fresh, high-quality food products and could significantly reduce our brand value. Issues regarding the safety of any food itemssold by us, regardless of the cause, could have a substantial and materially adverse effect on our sales and operating results.

The current geographic concentration of our stores creates anexposure to local economies, regional downturns or severe weather or catastrophic occurrences that may materially and adversely affectour financial condition and results of operations.

We currently operate four of our stores in theLos Angeles, California metropolitan area and three of our stores in the greater Phoenix and Tucson, Arizona metro areas. As a result,our business is currently more susceptible to regional conditions than the operations of more geographically diversified competitors,and we are vulnerable to economic downturns in those regions. Any unforeseen events or circumstances that negatively affect these areascould materially and adversely affect our revenues and profitability. These factors include, among other things, changes in demographics,population and employee bases, wage increases, and changes in economic conditions.

Severe weather conditions and other catastrophicoccurrences such as earthquakes and fires in areas in which we have stores or from which we obtain products may materially and adverselyaffect our results of operations. Such conditions may result in reduced customer traffic and spending in our stores, physical damage toour stores, loss of inventory, closure of one or more of our stores, inadequate work force in our markets, temporary disruption in thesupply of products, delays in the delivery of goods to our stores and a reduction in the availability of products in our stores. Any ofthese factors may disrupt our business and materially and adversely affect our business and financial condition and result of operations.

Energy costs are an increasingly significant component of ouroperating expenses and increasing energy costs, unless offset by more efficient usage or other operational responses, may impact our profitability.

We utilize natural gas, water, sewer and electricityin our stores and gasoline and diesel are used in trucks that deliver products to our stores. We may also be required to pay certain adjustmentsor other amounts pursuant to our supply and delivery contracts in connection with increases in fuel prices. Increases in energy costs,whether driven by increased demand, decreased or disrupted supply or an anticipation of any such events will increase the costs of operatingour stores. Our shipping costs have also increased recently due to rising fuel and freight prices, and these costs may continue to increase.We may not be able to recover these rising costs through increased prices charged to our customers, and any increased prices may exacerbatethe risk of customers choosing lower-cost alternatives. In addition, if we are unsuccessful in attempts to protect against theseincreases in energy costs through long-term energy contracts, improved energy procurement, improved efficiency and other operationalimprovements, the overall costs of operating our stores will increase, which would impact our profitability, financial condition and resultsof operations.

Our business could be harmed by a failure of our informationtechnology, administrative or outsourcing systems.

We rely on our information technology, administrativeand outsourcing systems to effectively manage our business data, communications, supply chain, order entry and fulfillment and other businessprocesses. The failure of our information technology, administrative or outsourcing systems to perform as we anticipate could disruptour business and result in transaction errors, processing inefficiencies and the loss of sales and customers, causing our business tosuffer. In addition, our information technology and administrative and outsourcing systems may be vulnerable to damage or interruptionfrom circumstances beyond our control, including fire, natural disasters, systems failures, viruses and security breaches, including breachesof our transaction processing or other systems that could result in the compromise of confidential customer data. Any such damage or interruptioncould have a material adverse effect on our business, cause us to face significant fines, customer notice obligations or costly litigation,harm our reputation with our customers, require us to expend significant time and expense developing, maintaining or upgrading our informationtechnology, administrative or outsourcing systems or prevent us from paying our suppliers or employees, receiving payments from our customersor performing other information technology, administrative or outsourcing services on a timely basis. Any material interruption in ourinformation systems may have a material adverse effect on our business, financial condition and operating results.

If we experience a data security breach and confidential customerinformation is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationshipsand have a material adverse effect on our business.

We and our customers could suffer harm if customerinformation were accessed by third parties due to a security failure in our systems. The collection of data and processing of transactionsrequire us to receive, transmit and store a large amount of personally identifiable and transaction related data. This type of data issubject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companiesand institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressingdata privacy and security. If some of the current proposals are adopted, we may be subject to more extensive requirements to protect thecustomer information that we process in connection with the purchases of our products. We may become exposed to potential liabilitieswith respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and proceduresare not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations,lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations,financial condition and cash flows due to the costs and negative market reaction relating to such developments. Additionally, if we sufferdata breaches one or more of the credit card processing companies that we rely on may refuse to allow us to continue to participate intheir network, which would limit our ability to accept credit cards at our stores and could adversely affect our business and financialcondition and results of operations.

Disruption of any significant supplier relationship could negativelyaffect our business.

We work with three primary suppliers. These primarysuppliers accounted for approximately 48.0% and 51.5% of our total purchases in fiscal years 2024 and 2023, respectively. Due to thisconcentration of purchases from these primary suppliers, the cancellation of our supply arrangement with any of them or the disruption,delay or inability of any of them to deliver products to our stores may materially and adversely affect our operating results while weattempt to establish alternative distribution channels. If our suppliers fail to comply with food safety or other laws and regulations,or face allegations of non-compliance, their operations may be disrupted. In addition, we also do not have agreements in writing withthese suppliers, and we may not be able to contract with them on acceptable terms or at all. We cannot assure you that we would be ableto find replacement suppliers on commercially reasonable terms if at all. The price may increase in doing business through these supplierswhich could adversely affect our business, financial condition and results of operations.

Our reliance on relatively few vendors for the majority of ourinventory could adversely affect our ability to operate.

We currently rely on a relatively small number of vendors toprovide us with the majority of our inventory, with three of our vendors providing approximately 40% of our total inventory in the yearended April 30, 2025 and three of our vendors providing approximately 34% of our total inventory in the year ended April 30, 2024. These third-party vendorsare not our employees, and except for remedies available to us under our agreements with such third-party, we have limited abilityto control the amount or timing of resources that any such third-party will devote to manufacturing our supplies. If these third-party vendorsdo not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our inventory may not be sufficient to meetthe needs of our customers and we may lose revenue. The third parties we rely on for these services may also have relationships with otherentities, some of which may be our competitors. We often use vendors selectively for quality and cost reasons. Significant price increases,or disruptions in the ability to obtain inventory from existing vendors, may force us to increase our prices (which we may be unable todo) or reduce our margins, which would force us to use alternative vendors. As such, our reliance on relatively few vendors could havean adverse effect on our business, results of operations, financial condition and prospects.

If any of our relationships with these third partiesterminate, we may not be able to enter into arrangements with alternative third parties or do so on commercially reasonable terms. Anychange in the existing vendors we use could cause delays in the delivery of products and possible losses in revenue, which could adverselyaffect our business, financial condition, and results of operations. In addition, alternative vendors may not be available, or may notprovide their products and services at similar or favorable prices. If we cannot obtain the inventory, or alternatives at similar or favorableprices, our ability to serve our customers may be severely impacted, which could have an adverse effect on our business, financial condition,and results of operations.

Supply chain risks may affect our business plans.

The products we sell are sourced from a wide varietyof domestic and international vendors. Continued supply chain disruptions or the inability to find qualified vendors and access productsthat meet requisite quality and safety standards in a timely and efficient manner could adversely affect our business. Failure to adequatelysource and timely ship our products to customers could lead to lost potential revenue, failure to meet customer demand, strained relationshipswith customers, and diminished brand loyalty. Additionally, if the supply chain disruptions caused by the COVID-19 pandemic and/orthe war in Ukraine continue to occur, we may experience continued supply chain disruption which could result in delays in new store openings.We expect to still be impacted by global logistics challenges in the fiscal year ending April 30, 2025.

Our high level of fixed lease obligations could adversely affectour financial performance.

Our high level of fixed lease obligations willrequire us to use a significant portion of cash generated by our operations to satisfy these obligations, and could adversely impact ourability to obtain future financing to support our growth or other operational investments. We require substantial cash flows from operationsto make our payments under our operating leases, all of which provide for periodic increases in rent. If we are not able to make the requiredpayments under our store leases, the lenders or owners of the relevant stores could, among other things, repossess those assets, whichcould adversely affect our ability to conduct our operations. Our failure to make payments under our operating leases could trigger defaultsunder other leases or under agreements governing our indebtedness, which could cause the counterparties under those agreements to acceleratethe obligations due thereunder.

If we are unable to renew or replace current store leases orif we are unable to enter into leases for additional stores on favorable terms, or if one or more of our current leases is terminatedprior to expiration of its stated term, and we cannot find suitable alternate locations, our growth and profitability could be negativelyimpacted.

We currently lease all of our store locations.Many of our current leases provide a unilateral option to renew for several additional rental periods at specific rental rates. Our abilityto re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and our abilityto negotiate favorable lease terms for additional store locations, could depend on conditions in the real estate market, competition fordesirable properties, its relationships with current and prospective landlords, or other factors that are not within our control. Anyor all of these factors and conditions could negatively impact our growth and profitability.

Legal proceedings could materially impact our business, financialcondition and results of operations.

Our operations, which are characterized by a highvolume of customer traffic and by transactions involving a wide variety of product selections, carry a higher exposure to consumer litigationrisk when compared to the operations of companies operating in some other industries. Consequently, we may be a party to individual personalinjury, product liability, intellectual property, employment-related and other legal actions in the ordinary course of our business,including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits, is difficultto assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitudeof the potential loss relating to such lawsuits may remain unknown for substantial periods of time. While we maintain insurance, insurancecoverage may not be adequate, and the cost to defend against future litigation may be significant. There may also be adverse publicityassociated with litigation that may decrease consumer confidence in our business, regardless of whether the allegations are valid or whetherwe are ultimately found liable. As a result, litigation may materially and adversely affect our business, financial condition, and resultsof operations.

We are currently subject to certain class action and derivativelitigation and may be subject to other litigation in the future.

The Company, its directors, and certain officersare currently subject to certain litigation, including securities class actions and shareholderderivative actions, as further described in Note 18 — “Commitments and Contingencies” to the consolidatedfinancial statements included elsewhere in this Annual Report on Form 10-K. In the future, especially following periods of volatilityin the market price of our shares, additional purported class action or derivative complaints may be filed against us. The outcome ofany pending and potential future litigation is difficult to predict and quantify and the defense of such claims or actions can be costly.In addition to diverting financial and management resources and general business disruption, we may suffer from adverse publicity thatcould harm our brand or reputation, regardless of whether the allegations are valid or whether we are ultimately held liable. A judgmentor settlement that is not covered by or is significantly in excess of our insurance coverage for any claims, or our obligations to indemnifythe underwriters and the individual defendants, could materially and adversely affect our financial condition, results of operations andcash flows.

Claims under our insurance plans may differ from our estimates,which could materially impact our results of operations.

We use a combination of insurance and self-insurance plansto provide for the potential liabilities for workers’ compensation, general liability (including, in connection with legal proceedingsdescribed under “— Legal proceedings could materially impact our business, financial condition and results of operations”above), property insurance, director and officers’ liability insurance, vehicle liability and team member health-care benefits.Liabilities associated with the risks that are retained by us are estimated, in part, by considering historical claims experience, demographicfactors, severity factors and other actuarial assumptions. Our results could be materially impacted by claims and other expenses relatedto such plans if future occurrences and claims differ from these assumptions and historical trends.

Failure to sustain customer growth or failure to maintain customerrelationships could materially and adversely affect our business and operating results.

Customer loyalty and growth are essential to ourbusiness. Damage to our reputation or failure to anticipate the needs of our customers could diminish customer loyalty and reduce customeractivity in stores and on our e-commerce platform, which could cause our revenue income to decline and negatively impact our profitability.In addition, if our existing and new business opportunities fail to retain our existing customers or attract new customers on a sustainedbasis, then our operating results could be adversely affected.

Failure to retain our senior management and other key personnelcould negatively affect our business.

We are dependent upon John Xu, our Chief ExecutiveOfficer, and a number of other senior management executives and other key personnel, who have experience in our industry and are familiarwith our business, systems and processes. These executives have been primarily responsible for determining the strategic direction ofour business and for executing our growth strategy and are integral to our brand, culture, and the reputation we enjoy with suppliersand consumers. The loss of services of one or more of these executives or other key employees could have a material adverse effect onour business and financial condition and results of operations. In addition, any such departure could be viewed in a negative light byinvestors and analysts, which may cause our stock price to decline. We do not maintain key person insurance on any employee. In addition,none of our key employees are subject to non-competition or non-solicitation obligations.

If we are unable to attract, train and retain employees, we maynot be able to grow or successfully operate our business.

The supermarket retail industry is labor intensive,and our success depends, in part, upon our ability to attract, train and retain a sufficient number of employees who understand and appreciateour culture and are able to represent our brand effectively and establish credibility with our business partners and consumers. Our abilityto meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availabilityof a sufficient number of qualified persons in the work force in the markets in which we are located, unemployment levels within thosemarkets, unionization of the available work force, prevailing wage rates, changing demographics, health and other insurance costs andchanges in employment legislation. In the event of increasing wage rates, if we fail to increase our wages competitively, the qualityof our workforce could decline, causing our customer service to suffer, while increasing our wages could cause our earnings to decrease.If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image maybe impaired. Any failure to meet our staffing needs or any material increase in turnover rates of our employees may adversely affect ourbusiness, financial condition and results of operations.

Prolonged labor disputes with employees and increases in laborcosts could adversely affect our business.

Changes in federal and state minimum wage lawsand other laws relating to employee benefits, pension plans, including the Patient Protection and Affordable Care Act, could cause usto incur additional wage and benefit costs. Increased labor costs would increase our expenses and have an adverse impact on our profitability.In addition, any work stoppages or labor disturbances as a result of employees’ dissatisfaction of their current employment termscould have a material adverse effect on our financial condition, results of operations and cash flows. We also expect that in the eventof a work stoppage or labor disturbance, we could incur additional costs and face increased competition.

As we grow, we may face organized labor disputes or work stoppages,which could have an adverse impact on our operations and financial results.

Currently, none of our employees are subject toa collective bargaining agreement. However, as we grow and the number of employees continues to increase, it is possible that our employeesmay want to negotiate collective bargaining agreements with us. If this occurs and if we are unable to negotiate acceptable contractswith labor unions, it could result in strikes by the affected workers and thereby significantly disrupt our operations. As part of anycollective bargaining agreements, we may need to fund additional pension contributions, which would negatively impact our free cash flow.Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experienceincreased operating costs which could adversely impact on our financial results.

We will require significant additional capital to fund our expandingbusiness, which may not be available to us on satisfactory terms or at all, and even if it is available, failure to use our capital efficientlycould have an adverse effect on our profitability.

To support our expanding business and pursue ourgrowth strategy, we will utilize significant amounts of cash generated by our operations to pay our lease obligations, build out new storespace, purchase inventory, pay personnel, further invest in our infrastructure and facilities, and pay for the increased costs associatedwith operating as a public company. We primarily depend on cash flow from operations and borrowings under our credit facility to fundour business and growth plans. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory,and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations to fund these activities,and sufficient funds are not otherwise available to us under our revolving credit facility, we may need additional equity or debt financing.If such financing is not available to us, or is not available to us on satisfactory terms, our ability to operate and expand our businessor to respond to competitive pressures would be limited and we could be required to delay, significantly curtail or eliminate plannedstore openings or operations or other elements of our growth strategy.

We may incur additional indebtedness in the future, which couldadversely affect our financial health and our ability to react to changes to our business.

We may incur additional indebtedness in the future.Any increase in the amount of our indebtedness could require us to divert funds identified for other purposes for debt service and impairour liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance all ora portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, curtail growth plans or scale back operations,or seek additional equity investment. We do not know whether we will be able to take any of such actions on a timely basis, on terms satisfactoryto us or at all.

Our level of indebtedness has important consequencesto you and your investment in our Class A common stock. For example, our level of indebtedness may:

We cannot assure you that our business will generatesufficient cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to make paymentson our indebtedness or to fund our operations.

We are dependent on third-party e-commerce platforms and on third-partynetworks.

Our success depends on our ability to attract andretain new customers and expand our customer base. A substantial portion of our customer traffic comes from links shared by members throughour social networks and via third-party online e-commerce platforms. Any interruption to or discontinuation of our relationshipswith major social network operators may severely and negatively impact our ability to continue growing our user base, thereby producinga material adverse effect on our business. In addition, we rely on our suppliers and contract manufacturers to ensure that the productsthey manufacture and sell to us are in compliance with applicable regulatory and legal requirements. While we seek representations andwarranties, indemnifications and/or insurance from our suppliers and contract manufacturers, any claims of non-compliance could significantlydamage our reputation and consumer confidence in products we sell.

Risks Related to Regulatory Compliance and Legal Matters

Changes in U.S. trade policies could have a material adverseimpact on our business.

Changes in U.S. trade policies, such as the impositionof tariffs on various goods and a potential resulting trade war in China and other countries, could have a material adverse impact onour business. Some of our products are produced in China and other foreign countries, making the price and availability of our productssusceptible to international trade risks and other international conditions. We are unable to predict future trade policy of the UnitedStates, China, or of any foreign countries from which we purchase goods, or the terms of any renegotiated trade agreements, or their impacton our business. Recent trade tensions between the United States and China could directly impact the import of our products and couldhave a significant adverse impact on the cost of our goods and the prices at which we offer them for sale. The adoption or expansion oftrade restrictions and tariffs, a trade war, or other governmental action related to tariffs may adversely affect our business as it mayimpact the cost of and demand for our products, our overall costs, our customers, our supplies, and the world economy, which in turn couldhave a material adverse effect on our business, operational results, financial position and cash flows.

Changes in and enforcement of immigration laws could increaseour costs and adversely affect our ability to attract and retain qualified store-level employees.

Federal and state governments from time to timeimplement laws, regulations or programs that regulate our ability to attract or retain qualified employees. Some of these changes mayincrease our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersomeor reduce the availability of potential employees. Although we have implemented, and are in the process of enhancing, procedures to ensureour compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequateand some of our employees may, without our knowledge, be unauthorized workers. The employment of unauthorized workers may subject us tofines or civil or criminal penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity thatnegatively impacts our brand and makes it more difficult to hire and keep qualified employees. There can be no assurance that any futureaudit will not require us to terminate employees and pay fines or other penalties. The termination of a significant number of employeesmay disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity.Our operating results could be materially harmed as a result of any of these factors.

We, as well as our vendors, are subject to numerous federal,and local laws and regulations and our compliance with these laws and regulations, as they currently exist or as modified in the future,may increase our costs, limit or eliminate our ability to sell certain products, raise regulatory enforcement risks that were not presentedin the past, or otherwise adversely affect our business, results of operations and financial condition.

As a supermarket retailer, we are subject to numeroushealth and safety laws and regulations. Our suppliers are also subject to such laws and regulations. These laws and regulations applyto many aspects of our business, including the manufacturing, packaging, labeling, distribution, advertising, sale, quality and safetyof products we sell, as well as the health and safety of our team members and the protection of the environment. We are subject to regulationby various government agencies, including the U.S. Food and Drug Administration (the “FDA”), the U.S. Departmentof Agriculture (the “USDA”), the Federal Trade Commission (the “FTC”), the Occupational Safety and Health Administration(“OSHA”), the Consumer Product Safety Commission (the “CPSC”), the Environmental Protection Agency (the “EPA”),as well as various state and local agencies.

New or revised government laws and regulations,such as the FDA Food Safety Modernization Act (referred to as “FSMA”) passed in January 2011, which grants the FDA greaterauthority over the safety of the national food supply as well as increased enforcement by government agencies, could result in additionalcompliance costs and civil remedies. Specifically, the FSMA requires the FDA to issue regulations mandating that risk-based preventivecontrols be observed by the majority of food producers. This authority applies to all domestic food facilities and, by way of importedfood supplier verification requirements, to all foreign facilities that supply food products. In addition, the FSMA requires the FDA toestablish science-based minimum standards for the safe production and harvesting of produce, requires the FDA to identify “highrisk” foods and “high risk” facilities and instructs the FDA to set goals for the frequency of FDA inspections of suchhigh risk facilities as well as non-high risk facilities and foreign facilities from which food is imported into the United States.

With respect to both food and dietary supplements,the FSMA meaningfully augments the FDA’s ability to access producer’s and supplier’s records. This increased accesscould permit the FDA to identify areas of concern it had not previously considered to be problematic either for us, our producers or oursuppliers. The FSMA is also likely to result in enhanced tracking and tracing of food requirements and, as a result, added recordkeepingburdens upon our producers and suppliers. In addition, under the FSMA, the FDA has the authority to inspect certifications and thereforeevaluate whether foods and ingredients from our producers and suppliers are compliant with the FDA’s regulatory requirements. Suchinspections may delay the supply of certain products or result in certain products being unavailable to us for sale in our stores.

The FDA has broad authority to enforce the provisionsof the Federal Food, Drug and Cosmetic Act applicable to the safety, labeling, manufacturing and promotion of foods, including powersto issue a public warning letter to a company, publicize information about illegal products, institute an administrative detention offood, request or order a recall of illegal products from the market, and request the Department of Justice to initiate a seizure action,an injunction action or a criminal prosecution in the U.S. courts. Pursuant to the FSMA, the FDA also has the power to refuse theimport of any food that is not appropriately verified as in compliance with all FDA laws and regulations. Moreover, the FDA has the authorityto administratively suspend the registration of any facility producing food, including supplements, deemed to present a reasonable probabilityof causing serious adverse health consequences.

In connection with the marketing and advertisementof products we sell, we could be the target of claims relating to false or deceptive advertising, including under the auspices of theFTC and the consumer protection statutes of some states. These events could interrupt the marketing and sales of products in our stores,severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation,and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverseeffect on our business, financial condition and results of operations.

We are also subject to laws and regulations moregenerally applicable to retailers, including labor and employment, taxation, zoning and land use, environmental protection, workplacesafety, public health, community right-to-know and alcoholic beverage sales. Certain local regulations may limit our ability to sellalcoholic beverages at certain times. Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found,could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated “critical”violations, closure of the store until a re-inspection demonstrates that we have remediated the problem. The buildings in which somestores are located are old and therefore require greater maintenance expenditures by us in order to maintain them in compliance with applicablebuilding codes. If we are unable to maintain these stores in compliance with applicable building codes, we could be required by the buildingdepartment to close them. Additionally, a number of federal, state and local laws impose requirements or restrictions on business ownerswith respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent usfrom performing certain further renovations Furthermore, our new store openings could be delayed or prevented, or our existing storescould be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

In addition, we are subject to environmental lawspursuant to which we could be held responsible for all of the costs relating to any contamination at our or our predecessors’ pastor present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination.We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions,immigration, and work permit requirements.

As is common in our industry, we rely on our suppliersand contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislativerequirements. In general, we seek certifications of compliance, representations and warranties, indemnification and/or insurance fromour suppliers and contract manufacturers. However, even with adequate insurance and indemnification, any claims of non-compliance couldsignificantly damage our reputation and consumer confidence in our products. In order to comply with applicable statutes and regulations,our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain aspects of their productsand we have revised certain provisions of our sales and marketing program.

We cannot predict the nature of future laws, regulations,interpretations or applications, or determine what effect either additional government regulations or administrative orders, when andif promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future. They could, however,increase our costs or require the reformulation of certain products to meet new standards, the recall or discontinuance of certain productsnot able to be reformulated, additional recordkeeping, expanded documentation of the properties of certain products, expanded or differentlabeling and/or scientific substantiation. Any or all of such requirements could have a material adverse effect on our business, financialcondition and results of operations.

The effects of global climate change could present risks to ourbusiness.

The long-term effects of global climate changemay present both physical and transition risks. Changes in extreme weather conditions or changes in technology are expected to producewidespread and unexpected results. These changes may impact our ability to obtain goods and services required for the success of our business.Additionally, we face the risk of physical damage to stores and distribution or fulfillment centers due to the physical risks associatedwith climate change. The transition to alternative energy sources, versus using natural gas, diesel fuel, or gasoline, may increase ourcosts. The impact of these events can adversely affect our operations, financial condition, and results of operations or cash flows.

Risks Related to Ownership of Our Class A Common Stock

The market for our Class A common stock is new, and we cannotassure you that an active trading market will develop for our Class A common stock.

We completed our initial public offering in October2023. Therefore, the market for our Class A common stock is relatively new and may experience periods of inactivity as well as significantvolatility. We cannot assure you that an orderly and liquid trading market for our Class A common stock will develop, or if it does develop,it may not be maintained. If an active market does not develop, you may have difficulty selling your shares of our Class A common stock.You may not be able to sell your Class A common stock quickly or at the market price if trading in our securities is not active.

If our stock price declines, you could lose a significant partof your investment, and we may be sued in a securities class action.

The trading price of our Class A common stockis likely to be volatile and will fluctuate due to broad market and industry factors including the performance and fluctuation in themarket prices or the underperformance of companies in our industry. Furthermore, securities markets may, from time to time, experiencesignificant price and volume fluctuations that are not reflective of our operating performance.

The market price of our stock may be influencedby many factors, some of which are beyond our control, including those described above in “— Risks Related toOur Business” and the following:

Furthermore, the stock markets have experiencedextreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These and other factorsmay cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investorsfrom readily selling their shares of Class A common stock and may otherwise negatively affect the price or liquidity of our Class Acommon stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes institutedsecurities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit againstus, we could incur substantial costs defending the lawsuit or paying for settlements or damages. Such a lawsuit could also divert thetime and attention of our management from our business.

As a result of these factors, investors in ourClass A common stock may not be able to resell their shares at or above the price they purchased the shares for or may not be ableto resell them at all. These broad market and industry factors may materially reduce the market price of our Class A common stock,regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class Acommon stock is low.

Future sales, or the perception of future sales, of our Class Acommon stock may depress the price of our Class A common stock.

The market price of our Class A common stockcould decline significantly as a result of sales of a large number of shares of our Class A common stock in the market. The sales,or the perception that these sales might occur, could depress the market price. These sales, or the possibility that these sales may occur,also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In connection with our initial public offering,the Company, our directors and executive officers and non-affiliate holders of 5% or greater of our Class A common stock eachagreed to lock-up restrictions, meaning that we and they and their permitted transferees are not be permitted to sell any sharesof our Class A common stock for twelve (12) months after the closing of our initial public offering, subject to certain exceptions,without the prior joint consent of Joseph Stone Capital, LLC, the representative of the underwriters of our initial public offering (“JSC”).Although we have been advised that there is no present intention, JSC may, in its sole discretion, release all or any portion of the sharesof our Class A common stock from the restrictions in any of the lock-up agreements described above.

Also, in the future, we may issue shares of ourClass A common stock in connection with investments or acquisitions. The amount of shares of our Class A common stock issuedin connection with an investment or acquisition could constitute a material portion of our then outstanding shares of Class A common stock.

We will continue to incur increased costs as a result of operatingas a public company, and our management will be required to devote substantial time to complying with public company regulations.

We historically have operated our business as aprivate company. We completed our initial public offering on October 10, 2023. As a public company, we will incur additional legal, accounting,compliance and other expenses that we did not incur as a private company. As a public company, we are obligated to file with the SEC annualand quarterly information and other reports that are specified in Section 13 and Proxy Statements under Section 14 and othersections of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, we alsoare subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq, and certain provisionsof the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us. Asa public company, we will need to institute a comprehensive compliance function; establish internal policies; ensure that we have theability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis; design, establish,evaluate and maintain a system of internal controls over financial reporting in compliance with the Sarbanes-Oxley Act; involve andretain outside counsel and accountants in the above activities and establish an investor relations function.

The Sarbanes-Oxley Act, as well as rules subsequentlyimplemented by the SEC and Nasdaq, have imposed increased regulation and disclosure and required enhanced corporate governance practicesof public companies. Our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increasedadministrative expenses and a diversion of management’s time and attention from revenue-generating activities to complianceactivities. These changes will require a significant commitment of additional resources. We may not be successful in implementing theserequirements and implementing them could materially and adversely affect our business, results of operations and financial condition.In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to reportour operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner orwith adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or Nasdaq. Anysuch action could harm our reputation and the confidence of investors and customers in our Company and could materially and adverselyaffect our business and result in the delisting of our Class A common stock with both Nasdaq and the SEC.

Our management has limited experience managing a public companyand our current resources may not be sufficient to fulfill our public company obligations.

As a public company, we are subject to variousregulatory requirements, including those of the SEC and Nasdaq. These requirements include record keeping, financial reporting and corporategovernance rules and regulations. Our management team has limited experience in managing a public company and, historically, has not hadthe resources typically found in a public company. Our internal infrastructure may not be adequate to support our increased reportingobligations and we may be unable to hire, train or retain necessary staff and may be reliant on engaging outside consultants or professionalsto overcome our lack of experience or employees. Our business could be adversely affected if our internal infrastructure is inadequate,we are unable to engage outside consultants or are otherwise unable to fulfill our public company obligations.

Our CEO, John Xu, has substantial control over us and has theability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability toinfluence corporate matters and may result in actions that you do not believe to be in our interests or your interests.

John Xu, our Chief Executive Officer, beneficiallyowns, in the aggregate, approximately 77.93% of our outstanding Class A common stock. In addition, John Xu beneficially owns 2,240,000shares of our Class B common stock, which carries ten votes per share. In the aggregate, John Xu beneficially owns approximately 90.34%voting power of our outstanding common stock, including both Class A common stock and Class B common stock. As a result, John Xu is ableto exert actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors,a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction.

This concentrated control limits your ability asa stockholder to influence corporate matters, and the interests of John Xu may not coincide with our interests or your interests. As aresult, he may take actions that you do not believe to be in our interests or your interests and that could depress the price of our Class Acommon stock.

We do not intend to pay cash dividends on our Class A commonstock and, as a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stockappreciates.

We currently expect to retain future earnings,if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our Class A common stock.In addition, our ability to declare and pay cash dividends is restricted by our revolving credit facility. The declaration and paymentof future cash dividends to holders of our Class A common stock will be at the discretion of our board of directors and will dependupon many factors, including our financial condition, earnings, legal requirements, and restrictions in our debt agreements and otherfactors our board of directors deems relevant. As a result, capital appreciation, if any, of our Class A common stock will be yoursole source of potential gain for the foreseeable future. The market price for our Class A common stock might not exceed the pricethat you originally paid for our Class A common stock.

If securities or industry analysts do not publish or cease publishingresearch or reports about our business or our market, or if they adversely change their recommendations regarding our Class A commonstock, or if our operating results do not meet their expectations, the stock price and/or trading volume of our Class A common stock coulddecline.

The trading market for our Class A commonstock will be influenced by the research and reports that industry or securities analysts, if any, may publish about us, our businessor our competitors. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we couldlose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one ormore of the analysts who cover our Company downgrades our stock or if our operating results do not meet their expectations or providemore favorable relative recommendations about our competitors, our stock price could decline.

Our amended and restated Certificate of Incorporation contains anti-takeover provisionsthat could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares of ClassA common stock at a premium.

Our amended and restated Certificate of Incorporationcontains provisions to limit the ability of others to acquire control of our Company or cause us to engage in change-of-control transactions.These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailingmarket prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. Forexample, our board of directors has the authority, without further action by our shareholders, to issue shares of preferred stock in oneor more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rightsand the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemptionand liquidation preferences, any or all of which may be greater than the rights associated with our Class A common stock. Sharesof preferred stock could be issued quickly with terms calculated on a delay to prevent a change in control of our Company or make removalof management more difficult. If our board of directors decides to issue shares of preferred stock, the price of our Class A common stockmay fall and the voting and other rights of the holders of our Class A common stock may be materially and adversely affected. In addition,our amended and restated Certificate of Incorporation contains other provisions that could limit the ability of third parties to acquirecontrol of our Company or cause us to engage in a transaction resulting in a change of control.

Our bylaws designate the Court of Chancery of the State of Delawareas the sole and exclusive forum for certain actions, which could limit a stockholder’s ability to bring a claim in a judicial forumthat it finds favorable for disputes with the Company and its directors, officers, or other employees and may discourage lawsuits withrespect to such claims.

Unless we consent in writing to the selection ofan alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought against or on behalf of theCompany, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employeeor stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuantto any provision of the Delaware General Corporation Law (the “DGCL”), (iv) any action as to which the DGCL confers jurisdictionupon the Court of Chancery of the State of Delaware, or (v) any action asserting a claim governed by the internal affairs doctrineshall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or, only if the Court of Chancery ofthe State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court located within the State ofDelaware). However, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforceany duty or liability created by the Exchange Act or the rules and regulations thereunder, and as such, the exclusive jurisdictionclauses set forth above would not apply to such suits. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdictionfor federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulationsthereunder, and as such, the exclusive jurisdiction clauses set forth above would not apply to such suits.

Although we believe the exclusive forum provisionbenefits us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings,this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes withthe Company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.

Our future operating results may fluctuate significantly, andour current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial resultscould affect our stock price in the future.

Our operating results have historically variedfrom period-to-period, and we expect that they will continue to as a result of a number of factors, many of which are outside of our control.If our quarterly financial results or our forecasts of future financial results fail to meet the expectations of securities analysts andinvestors, our Class A common stock price could be negatively affected. Any volatility in our quarterly financial results may makeit more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our stock. Our operating resultsfor prior periods may not be effective predictors of our future performance.

We may incur significant fluctuations in our quarterlyfinancial and other operating results, including fluctuations in our key metrics. This variability and unpredictability could result inour failing to meet our internal operating plan or the expectations of securities analysts or investors for any period. If we fail tomeet or exceed such expectations for these or any other reasons, the market price of our shares could fall substantially and we couldface costly lawsuits, including securities class action suits. In addition, a significant percentage of our operating expenses are fixedin nature and based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigatethe negative impact on margins in the short term.

Limitation of liability and indemnification of officers and directorscould adversely impact investors’ ability to bring claims against them.

Our officers and directors are required to exercisegood faith and high integrity in the management of our affairs. Our Certificate of Incorporation provides, however, that our officersand directors shall have no personal liability to us or our stockholders for damages for any breach of duty owed to us or our stockholders,unless they breached their duty of loyalty, did not act in good faith, knowingly violated a law, or received an improper personal benefit.Our Certificate of Incorporation and By-laws also provide for the indemnification by us of our officers and directors against anylosses or liabilities they may incur by reason of their serving in such capacities, provided that they do not breach their duty of loyalty,act in good faith, do not knowingly violate a law, and do not receive an improper personal benefit. Additionally, we have entered intoemployment agreements with our officers, which specify the indemnification provisions provided by the By-laws and provide, amongother things, that to the fullest extent permitted by applicable law, the Company will indemnify such officer against any and all losses,expenses and liabilities arising out of such officer’s service as an officer of the Company.

Insofar as indemnification for liabilities underthe Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informedthat in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Sales, or the perception of sales, of shares of our Class Acommon stock by us or our existing stockholders in the public market could adversely affect the market price of our Class A commonstock and our ability to raise additional equity capital.

As of April 30, 2025, there were 17,450,476 sharesof Class A common stock issued and outstanding. The sale of substantial amounts of shares of our Class A common stock in the publicmarket, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. Thesesales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the futureat a time and at a price that we deem appropriate.

If our stockholders sell substantial amounts ofour Class A common stock in the public market upon the expiration of any statutory holding period under Rule 144, any lock-up agreementor shares issued upon the exercise of outstanding options, warrants, or restricted stock awards could create a circumstance commonly referredto as an “overhang” and, in anticipation of which, the market price of our Class A common stock could fall. The existenceof an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financingthrough the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

If we are unable to continue to meet the Nasdaq Capital Marketrules for continued listing, our Class A common stock could be delisted.

We may be unable to meet the Nasdaq Capital Marketrules for continued listing of our Class A common stock on the Nasdaq Capital Market, notably, the minimum bid price and the stockholders’equity minimum requirements. If we fail to meet the Nasdaq Capital Market’s ongoing listing criteria, our Class A common stock couldbe delisted. If our Class A common stock is delisted by the Nasdaq Capital Market, our Class A common stock may be eligible for quotationon an over-the-counter quotation system or on the pink sheets. Upon any such delisting, our Class A common stock would become subjectto the regulations of the SEC relating to the market for penny stocks. A penny stock is any equity security not traded on the Nasdaq CapitalMarket that has a market price of less than $5.00 per share. The regulations applicable to penny stocks may severely affect the marketliquidity for our Class A common stock and could limit the ability of stockholders to sell such securities in the secondary market. Insuch a case, an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our Class Acommon stock, and there can be no assurance that our Class A common stock will be eligible for trading or quotation on any alternativeexchanges or markets.

Delisting from the Nasdaq Capital Market couldadversely affect our ability to raise additional financing through public or private sales of equity securities, would significantly affectthe ability of investors to trade our securities and would negatively affect the value and liquidity of our Class A common stock. Delistingcould also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interestand fewer business development opportunities.

We may become subject to “penny stock” rules, whichcould damage our reputation and the ability of investors to sell their shares of Class A common stock.

Stockholders should be aware that, according tothe Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patternsof fraud and abuse. These patterns include: control of the market for the security by one or a few broker-dealers that are oftenrelated to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleadingpress releases; “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperiencedsales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping ofthe same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitablecollapse of those prices with consequent investor losses.

Furthermore, the penny stock designation may adverselyaffect the development of any public market for our shares of Class A common stock or, if such a market develops, its continuation. Broker-dealers arerequired to personally determine whether an investment in penny stock is suitable for customers. Penny stocks are securities (i) witha price of less than five dollars ($5.00) per share; (ii) that are not traded on a “recognized” national exchange; and(iii) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years)or $5,000,000 (if in continuous operation for less than three years) or with average annual revenues of less than $6,000,000 forthe last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require broker-dealers dealingin penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed anddated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investorsin our Class A common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to bepenny stock. Rule 15g-9 of the SEC requires broker-dealers in penny stocks to approve the account of any investor for transactionsin such stocks before selling any penny stock to that investor.

This procedure requires the broker-dealer to(i) obtain from the investor information concerning his financial situation, investment experience and investment objectives; (ii) reasonablydetermine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficientknowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investorwith a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receivea signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation,investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company’sstockholders to resell their shares of Class A common stock to third parties or to otherwise dispose of them.

The financial and operational projections that we may make fromtime to time are subject to inherent risks.

The projections that our management may providefrom time to time (including, but not limited to, financial or operational matters) reflect numerous assumptions made by management, includingassumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, allof which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made inpreparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projectedresults, and actual results may be materially different from those contained in the projections. The inclusion of the projections in (orincorporated by reference in) this Annual Report on Form 10-K should not be regarded as an indication that we or our management or representativesconsidered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon assuch.

If we were to dissolve, the holders of our securities may loseall or substantial amounts of their investments.

If we were to dissolve as a corporation, as partof ceasing to do business or otherwise, we may be required to pay all amounts owed to any creditors and/or preferred stockholders beforedistributing any assets to the investors and/or preferred stockholders. There is a risk that, in the event of such a dissolution, therewill be insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our otherinvestors, in which case investors could lose their entire investment.

An investment in our Company may involve tax implications, andyou are encouraged to consult your own tax and other advisors as neither we nor any related party is offering any tax assurances or guidanceregarding our Company or your investment.

An investment in our Company generally involvescomplex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authorityhas reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are stronglyurged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors, or related partiesare offering you tax or similar advice, nor are any such persons making any representations and warranties regarding such matters.

We have identified a material weakness in our internal controlover financial reporting and may identify additional material weaknesses in the future. If we fail to remediate this material weaknessor otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accuratelyand timely report our financial results and may adversely affect investor confidence and business operations.

A material weakness is a deficiency, or a combinationof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatementof our annual or interim financial statements will not be prevented or detected on a timely basis.

We and our independent registered public accountingfirm identified certain material weaknesses in our internal control over financial reporting in connection with the audited consolidatedfinancial statements for the years ended April 30, 2025 and 2024. The material weaknesses identified relate to (i) insufficient full-timeemployees with the necessary levels of accounting expertise and knowledge to compile and analyze consolidated financial statements andrelated disclosures in accordance with U.S. GAAP and address complex accounting issues under U.S. GAAP; (ii) the lack of timely relatedparty transaction monitoring and the failure to keep a related party list and keep records of related party transactions on a regularbasis; (iii) the failure to keep an up-to-date perpetual inventory control system or timely perform company-wide inventory count at ornear its fiscal year-end date. Specifically, maintaining records for inbound warehouse purchases or have specialized personnel to scangoods into the warehouse on a timely basis; (iv) the lack of adequate policies and procedures in control environment and control activitiesto ensure that the Company’s policies and procedures have been carried out as planned; ;(v) information technology general controlin the areas of: (1) Risk and Vulnerability Assessment; (2) Selection and Management/Monitoring of Critical Vendors; (3) System Developmentand Change Management; (4) Backup Management; (5) System Security & Access: Deficiency in the Area of Audit Trail Record Control,Password Management, Vulnerability Scanning or Penetration Testing; (6) Segregation of Duties, Privileged Access, and Monitoring Controls;and (7) System Monitoring and Incident Management; and (vi) accounting personnel have the ability in the accounting system to prepare,review, and post the same accounting journal entry.

Although we continue to remediate our materialweakness, we may be unable to remediate it in a timely manner, or at all, and additional weaknesses in our disclosure controls and internalcontrols over financial reporting may be discovered in the future. Any failure to remediate the material weakness or otherwise developor maintain effective controls or any difficulties encountered in their implementation or improvement could limit our ability to preventor detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financialstatements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodicreports in addition to the maintenance requirements of Nasdaq. As a result, investors may lose confidence in our financial reporting andour stock price may decline as a result.

Additionally, when we cease to be an “emerginggrowth company” under the federal securities laws, our independent registered public accounting firm may be required to expressan opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reportingis effective or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectivenessof our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could causethe price of our Class A common stock to decline. Additionally, ineffective internal control over financial reporting could expose usto increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list,regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

If we do not appropriately maintain effective internal controlover financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, we may be unable to accurately report our financialresults and the market price of our securities may be adversely affected.

We are subject to reporting obligations under theU.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every public companyto include a management report on such company’s internal control over financial reporting in its annual report, which containsmanagement’s assessment of the effectiveness of the company’s internal control over financial reporting.

However, if we fail to maintain effective internalcontrol over financial reporting in the future, our management may not be able to conclude that we have effective internal control overfinancial reporting at a reasonable assurance level. This could, in turn, result in the loss of investor confidence in the reliabilityof our financial statements and negatively impact the trading price of our securities.

We are a “Controlled Company” within the meaningof the Nasdaq Stock Market Rules and, as a result, may, and intend to, rely on exemptions from certain corporate governance requirementsthat provide protection to shareholders of other companies.

We are, and will remain, a “Controlled Company”as defined under the Nasdaq Stock Market Rules because, and as long as, our CEO, John Xu, holds more than 50% of the Company’s votingpower, he will exercise control over the management and affairs of the company and matters requiring stockholder approval, including theelection of the Company’s directors and the acquisition of us by a third party. For so long as we remain a controlled company underthat definition, we are permitted, and intend, to elect to rely on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements, including that a majority of the membersof our board of directors may not be independent directors, and our nominating and corporate governance and compensation committees maynot consist entirely of independent directors. Additionally, in the event that a third party were to seek to acquire us, there can beno guarantee, even if that third party’s offer were considered beneficial, that such a transaction would be contemplated resultingin your ability to obtain a premium for your shares being limited.

The dual class structure of our common stock will have the effectof concentrating voting power with our CEO John Xu and his affiliates, which may depress the market value of the Class A common stockand will limit a stockholder or a new investor’s ability to influence the outcome of important transactions, including a changein control.

While the economic rights of our common stock arethe same, the Class A common stock has one (1) vote per share, while Class B common stock has ten (10) votes per share. As of April 30,2025, our Class B common stockholders represent approximately 56.2% of our voting power. Given the 10:1 voting ratio, even a significantissuance of Class A common stock and/or a transaction involving Class A common stock as consideration, may not impact Mr. Xu’ssignificant majority voting position in us.

We have enacted a dual class voting structure toensure the continuity of voting control in us for the foreseeable future. As a result, for the foreseeable future, Mr. Xu and hisaffiliates will be able to control matters submitted to stockholders for approval, including the election of directors, amendments ofour organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.

Mr. Xu and his affiliates may have intereststhat differ from other stockholders and may vote their Class B common stock in a way with which other stockholders may disagree orwhich may be adverse to such other stockholders’ interests. In addition, this concentrated control will have the effect of delaying,preventing or deterring a change in control of Maison, could deprive our stockholders of an opportunity to receive a premium for theircapital stock as part of a sale of Maison, and might have a negative effect on the market price of shares of our Class A common stock.

We are an “emerging growth company” and the reduceddisclosure requirements applicable to emerging growth companies may make our securities less attractive to investors.

We are an “emerging growth company”as defined in the JOBS Act. We may remain an emerging growth company until the fiscal year ended April 30, 2028. However, if ourannual gross revenue hits $1.235 billion or our non-convertible debt issued within a three-year period or revenues exceeds$1 billion or the market value of the shares of our Class A common stock that are held by non-affiliates exceeds $700 millionon the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the followingfiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 ofthe Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approvalof any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoptionof new or revised accounting standards that have different effective dates for public and private companies until those standards applyto private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.As a result, potential investors may be less likely to invest in our securities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

ITEM 2. PROPERTIES

The Company leases its current executive office,which is located at 127 N. Garfield Avenue, Monterey Park, California 91732, which is also the location of the Maison Monterey Park store.All of our retail supermarkets lease operating space from various third parties with which we maintain long-term leases.

The list below details the information relatedto our leases: 

We believe that our facilities are sufficient forour current needs and operations. For more information on the Company’s leases, please refer to Note 13 — “Leases”in the notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

ITEM 3. LEGAL PROCEEDINGS

Information regarding our legal proceedings canbe found in Note 18 — “Commitments and Contingencies” to the consolidated financial statements included in thisAnnual Report on Form 10-K and is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Class A common stock is listed on the NasdaqStock Market LLC under the trading symbol “MSS.”

Stockholders

As of August 12, 2025, we had six stockholders ofrecord of our Class A common stock.

Dividend Policy

We have never declared or paid cash dividends onour capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declareor pay any cash dividends on our Class A common stock in the foreseeable future. Any further determination to pay dividends on our capitalstock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, resultsof operations, cash flows, capital requirements, general business conditions, and other factors that our board of directors considersrelevant. 

Recent Sales of Unregistered Securities

There were no sales of unregistered securitiesduring the fiscal year ended April 30, 2025 other than those transactions previously reported to the SEC on our Quarterly Reports on Form 10-Q and CurrentReports on Form 8-K.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its outstandingshares of Class A common stock during the fourth quarter of the fiscal year ended April 30, 2025.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysisof financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. See “SpecialNote Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with those statements.You should read the following discussion in conjunction with our audited consolidated financial statements and related notes which areincluded elsewhere in this Annual Report on Form 10-K. Our actual results may differ materially from those discussed in the forward-lookingstatements as a result of various factors, including, but not limited to, those described under “Risk Factors”, and includedin other portions of this Annual Report on Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-lookingstatements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-lookingstatements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels ofactivity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievementsexpressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology suchas “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factorsthat might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and ExchangeCommission (“SEC”) filings. References to “we,”, “us,” “our,” “Maison” orthe “Company” are to Maison Solutions Inc., except where the context requires otherwise.

Overview

We are a fast-growing, specialty grocery retaileroffering traditional Asian food and merchandise to modern U.S. consumers, in particular to members of Asian-American communities. We arecommitted to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-Americanfamily values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diversemakeup of the communities in which we operate. To achieve this, we are developing a center-satellite stores network.

Since our formation in July 2019, we have acquiredequity interests in four (4) traditional Asian supermarkets in Los Angeles, California. Since April 30, 2022, we have been operating thesesupermarkets as center stores. The center stores target traditional Asian-American, family-oriented customers with a variety of meat,fresh produce and other merchandise, while additionally stocking items which appeal to the broader community. We are operating these traditionalAsian-American, family-oriented supermarkets with our management’s deep cultural understanding of our consumers’ unique consumptionhabits.

In addition to the traditional supermarkets, onDecember 31, 2021, we acquired a 10% equity interest in a new grocery store located in Alhambra, California, a young and active community(the “Alhambra Store”) from Mrs. Grace Xu, the spouse of Mr. John Xu, our chief executive officer (“CEO”), Chairmanand President. Our intention is to acquire the remaining 90% equity interest in the Alhambra Store and operate it as our first satellitestore. The investment in the Alhambra Store is considered a related party transaction because Mrs. Xu is the spouse of Mr. Xu, our CEO,Chairman and President. Please refer to “Certain Relationships and Related Party Transactions” for further explanation.

In May 2021, the Company acquired 10% of the equityinterests in Dai Cheong, a wholesale business which mainly supplies foods and groceries imported from Asia, which is owned by John Xu,our CEO, Chairman and President. We intend to acquire the controlling ownership of Dai Cheong. By adding Dai Cheong to our portfolio,we will take the first step toward creating a vertically integrated supply-retail structure. Having an importer as a part of our portfoliowill allow us the opportunity to offer a wider variety of products and to reap the benefits of preferred wholesale pricing.

On June 27,2023, we invested $1,440,000 for 40% equity interest in HKGF Market of Arcadia, LLC (“HKGF Arcadia”), a supermarket in thecity of Arcadia, California, to further expand our footprint to new neighborhood. On December 6, 2023, we invested an additional $360,000for another 10% equity interest in HKGF Arcadia. On February 1, 2024, the Company and JC Business Guys, Inc., the only other member ofHKGF Arcadia (“JC Business Guys”), entered into a third amendment to the operating agreement of HKGF Arcadia to decrease ourpercentage equity interest in HKGF Arcadia to 49% and increase JC Business Guy’s percentage equity interest to 51%.

On November3, 2023, we incorporated a wholly-owned subsidiary, AZLL LLC (“AZLL”), in Arizona. On April 8, 2024, AZLL closed an acquisitiontransaction and purchased 100% of the equity interests in Lee Lee Oriental Supermart, Inc. (“Lee Lee”) for an aggregate purchaseprice of approximately $22.2 million, consisting of: (i) $7.0 million in cash paid immediately at the closing of the transaction, and(ii) a senior secured promissory note (the “Secured Note”) with an original principal amount of approximately $15.2 millionpursuant to a senior secured note agreement dated April 8, 2024 and amended on October 21, 2024 (as amended, the “Senior SecuredNote Agreement”). Lee Lee is a three-store supermarket chain operating in Arizona under the name Lee Lee International Supermarketsand specializing in ethnic groceries.

On June 7,2025, Maison EL Monte, Inc. entered into a lease termination agreement the lessor, pursuant to the agreement, the lessee Maison El Monteagreed to pay the lessor a total sum of One Hundred Thousand Dollars ($100,000) as consideration for the lessor’s agreement to terminatethe lease and release the lessee from all obligations and liabilities under the lease, including, but not limited to, any outstandingrent. The Company closed Maison El Monte store accordingly. The strategic decision to close Maison El Monte store is part of the Company’songoing commitment to improve its profitability and support sustainable growth.

Collaboration with JD.com

On April 19, 2021, JD E-commerce AmericaLimited (“JD US”), the U.S. subsidiary of JD.com, and Maison entered into a Collaboration Agreement (the “CollaborationAgreement”) pursuant to which JD.com will provide services to Maison focused on updating in store technology through the developmentof a new mobile app, the updating of new in-store technology, and revising store layouts to promote efficiency. The agreement includeda consultancy and initialization fee of $220,000, 40% of which was payable within three (3) days of effectiveness and which has beenpaid, 40% of which is due within three (3) days of the completion and delivery of initialization services as outlined in the CollaborationAgreement, and the remaining 20% is payable within three (3) days of the completion and delivery of the implementation services,as outlined in the Collaboration Agreement. The Collaboration Agreement also included certain additional storage and implementation feesto be determined by the parties and royalty fees, following the commercial launch of the platform developed by JD.com, of 1.2% of grossmerchandise value based on information generated by the platform. For each additional store requiring consultancy and initialization service,an additional $50,000 will be charged for preparing the feasibility plan for such additional store. The Collaboration Agreement has aninitial term of 10 years and customary termination and indemnification provisions. Simultaneously with the effectiveness of the CollaborationAgreement, JD US and Maison entered into an Intellectual Property License Agreement (the “IP Agreement”) outlining certaintrademarks, logos and designs and other intellectual property rights used in connection with the retail supermarket operations outlinedin the Collaboration Agreement, which includes an initial term of 10 years and customary termination provisions.

Key Factors that Affect Operating Results

Inflation

The inflation rate for the United States was2.3% for the year ended April 30, 2025, 3.4% for the year ended April 30, 2024 according to Bureau of Labor Statistics. Inflation increasedour purchase costs, occupancy costs, and payroll costs.

Operating Cost Increase After Initial Public Offering

We historically have operated our business as aprivate company. We completed our initial public offering on October 10, 2023. As a public company, we are subject to increased operatingcosts related to our listing on Nasdaq, including increased costs related to our compliance with Securities Act and Exchange Act periodicreporting, annual audit expenses, legal service expenses, and related consulting service expenses. 

Competition

Food retail is a competitive industry. Our competitionvaries and includes national, regional, and local conventional supermarkets, national superstores, alternative food retailers, naturalfoods stores, smaller specialty stores, farmers’ markets, supercenters, online retailers, mass or discount retailers and membershipwarehouse clubs. Our principal competitors include 99 Ranch Market and H-Mart for conventional supermarkets and Weee! for onlinegroceries. Each of these stores competes with us based on product selection, product quality, customer service, price, store format, location,or a combination of these factors. In addition, some competitors are aggressively expanding their number of stores or their product offerings.Some of these competitors may have been in business longer, may have more experience operating multiple store locations, or may have greaterfinancial or marketing resources than us.

As competition in certain areas intensifies orcompetitors open stores within proximity to our stores, our results of operations may be negatively impacted through a loss of sales,decrease in market share, reduction in margin from competitive price changes, or greater operating costs. In addition, other establishedfood retailers could enter our markets, increasing competition for market share.

Payroll

As of April 30, 2025, we had approximately 378employees including employees from our newly acquired subsidiary, Lee Lee, which is based in the State of Arizona. Our employees are notunionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work stoppage.We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in California,the minimum wage was $15.50 per hour in 2023 and increased to $16.50 per hour starting from January 1, 2025; in Arizona, the minimum wagewas $13.85 per hour in 2023, and increased to $14.35 per hour starting from January 1, 2024. Our payroll and payroll tax expenses were$15.0 million and $7.4 million for the years ended April 30, 2025 and 2024, respectively.

Vendor and Supply Management

Maison believes that acentralized and efficient vendor and supply management system is the key to profitability. Maison has major vendors, including LawrenceWholesale, BRC International Inc, XHJC Holding Inc, K.C. Produce and GF Distribution, Inc. For the year ended April 30, 2025, these fivesuppliers accounted for 11%, 7%, 7%, 5%, and 4% of the Company’s total purchases, respectively. For the year ended April 30, 2024,three suppliers accounted for 26%, 15% and 7% of the Company’s total purchases, respectively. Maison believes that its centralizedvendor management enhances its negotiating power and improves its ability to manage vendor payables.

Store Maintenance and Renovation

From time to time, Maisonconducts maintenance on the fixtures and equipment for its stores. Any maintenance or renovations could interrupt the operation of ourstores and result in a decline in customer volume. Significant maintenance or renovation would affect our operations and operating results.Meanwhile, improving the store environment can also attract more customers and lead to an increase in sales. Maison focused on improvingand renovating our stores for the years ended April 30, 2025 and 2024. We spent $0.86 million (including $0.48 million for Lee Lee) forthe year ended April 30, 2025 for repairs and maintenance and supermarket renovation, an increase of $0.66 million compared to $0.20 forthe year ended April 30, 2024 mainly due to the acquisition of our new subsidiary Lee Lee.

Going Concern

As reflected in the accompanying consolidated financial statementsfor the year ended April 30, 2025, the Company had a net income of $1,169,273. However, the Company had an accumulateddeficit of approximately $1.65 million and negative working capital of $9.82 million as of April 30, 2025. The Company also needs approximately$5.64 million cash to repay Lee Lee’s acquisition price by May 2026, the acquisition was completed on April 8, 2024. The workingcapital requirements are affected by the efficiency of operations and depend on the Company’s ability to increase its revenue. TheCompany plans to increase its revenue by strengthening its sales force, providing attractive sales incentive programs, recruiting experiencedindustry-related managerial personnel, increasing marketing and promotion activities, seeking suppliers with competitive price and goodquality products, opening or acquiring additional specialty supermarkets in the locations that have less-competition. If deemed necessary,management could also seek to raise additional funds by way of admitting strategic investors, or private or public offerings, or by seekingto obtain loans from banks or others, to support the Company’s daily operation. While management of the Company believes in theviability of its strategy to generate sufficient revenues and its ability to raise additional funds on reasonable terms and conditions,there can be no assurances to that effect. The ability of the Company to continue as a going concern depends upon the Company’sability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. There is noassurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that theamount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. If the Companyis unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce or cease itsoperations.

Critical Accounting Policy

Related Parties

The Company identifiesrelated parties, and accounts for, and discloses related party transactions in accordance with ASC Topic 850 “Related PartyDisclosures” and other relevant ASC standards. Parties are considered to be related to the Company if the parties, directly or indirectly,through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also includeprincipal owners of the Company, its management, members of the immediate families of principal owners of the Company and its managementand other parties with which the Company may deal with if one party controls or can significantly influence the management or operatingpolicies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Use of Estimates

The preparation of consolidatedfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statementsand the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates are used for, but notlimited to, useful lives of property and equipment, commitments and contingencies, inventory reserve, allowance for estimated uncollectableaccounts receivables and other receivables, impairment of long-lived assets, contract liabilities, and valuation of deferred taxassets. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates have becomemore challenging, and actual results could differ materially from these estimates.

Inventories

Inventories, consistingof products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower ofcost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likelymethod of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverablevalues of each disposition category. The Company records inventory shrinkage based on historical data and management’s estimatesand provided a reserve for inventory shrinkage for the fiscal years ended April 30, 2025 and 2024. The Company provideda reserve (reversal) for inventory shrinkage of $276,900 and $(5,961) for the years ended April 30, 2025 and 2024, respectively .

Revenue Recognition

The Company adopted ASCTopic 606, Revenue from Contracts with Customers (“ASC Topic 606”), from May 1, 2020 using the modified retrospectivetransition approach to all contracts that did not have an impact on the beginning retained earnings on May 1, 2020. The Group’srevenue recognition policies effective on the adoption date of ASC Topic 606 are presented as below.

In accordance with ASCTopic 606, the Company’s performance obligation is satisfied upon the transfer of goods to the customer, which occurs at the pointof sale. Revenues are recorded net of discounts, sales taxes, and returns and allowances.

The Company sells Companygift cards to customers. There are no administrative fees on unused gift cards and the gift cards do not have an expiration date. Giftcard sales are recorded as contract liability when sold and are recognized as revenue when either the gift card is redeemed or the likelihoodof the gift card being redeemed is remote (“gift card breakage”). The Company’s gift card breakage rate is based uponhistorical redemption patterns and it recognizes breakage revenue utilizing the redemption recognition method. The Company also offersdiscounts on the gift cards sold to its customers. The discounts are recorded as sales discount when gift card been redeemed.

The Company’s contractliability related to gift cards was $701,929 and $965,696 as of April 30, 2025 and 2024, respectively.

Leases 

The Company determinesif an arrangement contains a lease at the inception of a contract under ASC Topic 842. At the commencement of each lease, management determinesits classification as an operating or finance lease. For leases that qualify as operating leases, ROU assets and liabilities are recognizedat the commencement date based on the present value of any remaining lease payments over the lease term. For this purpose, the Companyconsiders only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicitrate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the presentvalue of lease payments. The ROU assets include adjustments for accrued lease payments.

ROU assets also includeany lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms mayinclude options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

A short-term leaseis defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchasethe underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease,the Company evaluates the lease term and the purchase option. Hence, the Company does not recognize any operating lease ROU assets andoperating lease liabilities for short-term leases.

The Company evaluatesthe carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If thecarrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will recordan impairment loss in other expenses in the consolidated statements of operations.

The Company also subleasescertain mini stores that are within the supermarket to other parties. The Company collects security deposits and rent from these sub-lease tenants.The rent income collected from sub-lease tenants recognized as rental income and deducted occupancy cost.

Recently Issued Accounting Pronouncements

Please refer to Note 2— “Summary of significant accounting policies” for details.

How to Assess Our Performance

In assessing performance,management considers a variety of performance and financial measures, including principal growth in net revenue, gross profit and selling,and general and administrative expenses. The key measures that we use to evaluate the performance of our business are set forth below.

Net Revenue

Our net revenues comprisegross revenues net of returns and discounts. We do not record sales taxes as a component of retail revenues as it is considered a pass-through conduitfor collecting and remitting sales taxes.

Gross Profit

We calculate gross profitas net revenues less cost of revenues and occupancy costs. Gross margin represents gross profit as a percentage of net revenues. Occupancycosts include store rental costs. The components of our cost of revenues and occupancy costs may not be identical to those of our competitors.As a result, our gross profit and gross margin may not be comparable to similar data made available by our competitors.

Cost of revenue includesthe purchase price of consumer products, inbound and outbound shipping costs, including costs related to our sorting and delivery center,and where we are the transportation service provider. Shipping costs to receive products from our suppliers are included in our inventoryand recognized in cost of revenues upon sale of products to our customers.

Selling, General and AdministrativeExpenses

Selling, general, andadministrative expenses primarily consist of retail operational expenses, administrative salaries and benefits costs, marketing costs,advertising costs, and corporate overhead.

Selling expenses mainlyconsist of advertising costs, promotion expenses, and payroll and related expenses for personnel engaged in selling and marketing activities.

General and administrativeexpenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses,such as depreciation and amortization expense and rent; and professional fees and litigation costs. 

Results of Operations for the Years EndedApril 30, 2025 and 2024

Revenues

Our net revenues wereapproximately $124.2 million for the year ended April 30, 2025, an increase of approximately $66.2 million or 114.0%, from approximately$58.0 million for the year ended April 30, 2024. The increase in net revenues was driven by the inclusion of revenues from our newly acquiredsubsidiary, Lee Lee (acquired in April 2024), of $78.2 million, which was partly offset by decreased sales of Maison Monterey Park by$2.3 million, decreased sales of Maison San Gabriel by $2.9 million, decreased sales of Maison Monrovia by $1.5 million and decreasedsales of Maison El Monte by $0.6 million, as compared to the year ended April 30, 2024. Our four California-based supermarkets contributed$46.1 million in revenue during the year ended April 30, 2025, a decrease of approximately $7.3 million, as compared to the year endedApril 30, 2024. The $7.3 million decrease was mainly due to high competition from nearby Asian supermarkets as there are too many supermarketsincluding Asia supermarkets in the surrounding area of our stores.

Cost of Revenues

Cost of revenues includescost of supermarket product sales and occupancy costs, which are store rent expense, depreciation for store property and equipment, inventoryshrinkage costs and store supplies. The depreciation expense comes from machinery & equipment, such as refrigerators, water heaters,forklifts, and freezers and furniture & fixtures, such as metal shelves, shopping carts, and LED lights. Shrinkage costs are differentfor different types of products. For example, fruits and vegetables have a high allowance rate during the receiving and display process.The seafood and meat departments have a low allowance rate because the non-fresh products can freeze and sell for the same priceor even higher price after being cut. The cost of revenues increased by $51.5 million, from $46.4 million for the year ended April 30,2024, to approximately $97.9 million for the year ended April 30, 2025. The increase in cost of revenues was mainly from our newly acquiredsubsidiary, Lee Lee (acquired in April 2024), by $60.9 million, which was partly offset by decreased cost of revenues from our four California-basedsupermarkets by $5.8 million.

Gross Profit and Gross Margin

Gross profit was approximately$26.3 million and $11.6 million for the years ended April 30, 2025 and 2024, respectively. Gross margin was 21.3% and 20.0% for the yearended April 30, 2025 and 2024, respectively. Our supermarkets’ sales profit margins increased by 1.3% for the year ended April 30,2025 compared to the year ended April 30, 2024. The increase in our gross profit was mainly due to the higher gross profit from our newacquired subsidiary Lee Lee.

Total Operating Expenses

Total operating expenseswere approximately $27.6 million for the year ended April 30, 2025, an increase of approximately $13.3 million, compared to approximately$14.3 million for the year ended April 30, 2024. Total operating expenses as a percentage of revenues were 22.3% and 24.7% for the yearsended April 30, 2025 and 2024, respectively. The increase in operating expenses was primarily attributable to the increase in sellingexpenses, which included the increase in payroll expense, utility expense, and merchant service charges as result of the acquisition ofLee Lee. Payroll expense increased by $7.6 million in the year ended April 30, 2025, as compared to the year ended April 30, 2024 dueto the increase of hourly rate and increased number of employees due to the acquisition of Lee Lee. Utility expenses increased by $0.9million in the year ended April 30, 2025, as compared to the year ended April 30, 2024. Merchant service charges increased by $1.1 millionin the year ended April 30, 2025, as compared to the year ended April 30, 2024 due to increased sales from Lee Lee as describe above.

The increase in generaland administrative expenses during the year ended April 30, 2025 was primarily due to increased office expenses of approximately $554,386,increased professional fees by $1.2 million, increased amortization expense by $390,681 due to the new trademark acquired through theacquisition of Lee Lee, increased insurance expense by $403,442, increased repair and maintenance expense by $648,967, and increased officeexpenses and supplies by $582,033.

Other Income (Expenses), Net

Other income were $3,527,799 for the year ended April 30, 2025 comparedto other expense of $118,201 for the year ended April 30, 2024. For the year ended April 30, 2025, other income mainly consisted of 1)$2,600,000 income from sale of software license of two software systems (the smart shelf display and store design software and the supplychain management software) to four licensees for granting them the perpetual, non-exclusive and non-transferable license to utilize bothsoftware systems, 2) change in fair value of derivative liability of $801,988, 3) consulting income of $450,000 for providing other non-relatedsupermarkets the comprehensive consulting services aiming at enhancing operational efficiency, optimizing resource allocation, and supportingoverall business growth, and 4) other income of $191,551, other income was partly offset by investment loss of $515,740 ($474,965 investmentloss from HKGF Arcadia and $40,775 from Alhambra Store). For the year ended April 30, 2024, other expenses mainly consisted of investmentloss from equity method investment of $538,542, which was partly offset by $383,161 employee retention credit (“ERC”) receivedin 2024 and other income of $37,180.

Interest Income (Expense), Net

Interest expense was $1,167,895 for the year ended April 30, 2025,an increase of $1,043,635 from $124,260 for the year ended April 30, 2024. For the year ended April 30, 2025, the interest expense wasfor the SBA loans and note payable arising from the acquisition of Lee Lee. For the year ended April 30, 2024, the interest expense wasfor the SBA loans and the AFNB loans. The AFNB loans were repaid in full as of April 30, 2024.

Income Taxes Provisions

Income tax expense was$173,989 for the year ended April 30, 2025, a decrease of $266,573 from income taxes expense of $440,562 for the year ended April 30,2024. The decrease in income tax expense was mainly due to the net loss from Maison parent company, decreased taxable income for MaisonMonterey Park supermarket, and increased taxable loss for our other three California-based supermarkets.

Net Income (Loss)

Net income attributableto the Company was $1,169,273 for the year ended April 30, 2025, an increase of $4,509,479, or 135.0%, from a $3,340,206 net loss attributableto the Company for the year ended April 30, 2024. This was mainly attributable to the reasons discussed above, which included an increasein gross profit by $14,721,454 mainly from Lee Lee store, and increased other income by $3,623,198, which was partly offset by increasedinterest expenses by $1,043,635, and increased operating expenses by $13,282,454.

Liquidity and Capital Resources

Cash Flows for the Year Ended April30, 2025 Compared to the Year Ended April 30, 2024

As of April 30, 2025,we had cash and cash equivalents of approximately $775,360. We had net income attributable to us of $1,169,273 for the year ended April30, 2025, and had a working capital deficit of approximately $9.82 million as of April 30, 2025. As of April 30, 2025, the Company hadoutstanding loan facilities of approximately $2.62 million SBA loans, $5.64 million secured senior note payable due to the acquisitionof Lee Lee, and $3.00 million convertible note payable.

In assessing its liquidity,management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future,and its operating and capital expenditure commitments. We have funded our working capital, operations and other capital requirementsin the past primarily by equity contributions from shareholders, cash flow from operations, government grants, and bank loans. Cash isrequired to pay purchase costs for inventory, rental expenses, salaries, income taxes, other operating expenses and to repay debts. Ourability to repay our current expenses and obligations will depend on the future realization of our current assets. Management has consideredthe historical experience, the economy, trends in the retail grocery industry, the expected collectability of our accounts receivableand the realization of the inventories as of April 30, 2025 and 2024. Our ability to continue to fund these items may be affectedby general economic, competitive, and other factors, many of which are outside of our control.

On October 4, 2023, weentered into an Underwriting Agreement with Joseph Stone Capital, LLC in connection with the Company’s initial public offering(the “IPO”) of 2,500,000 shares of Class A common stock, par value $0.0001, at a price of $4.00 per share, less underwritingdiscounts and commissions. The IPO closed on October 10, 2023, and the Company received net proceeds of approximately $8.72 million,after deducting underwriting discounts and commissions and estimated IPO offering expenses payable by the Company.

On November 22, 2023,we entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the“PIPE Investors”). Pursuant to the Securities Purchase Agreements, we sold an aggregate of 1,190,476 shares of the Company’sClass A common stock, par value $0.0001 per share, to the PIPE Investors at a per share purchase price of $4.20 (the “PIPE Offering”).The PIPE Offering closed on November 22, 2023. We received net proceeds of approximately $4.60 million, after deducting investment banker’sdiscounts and commissions and offering expenses payable by the Company.

We plan to acquire andopen additional supermarkets, satellite stores and warehouses to expand our footprint to both the West Coast and the East Coast. To accomplishsuch expansion plan, we estimate the total related capital investment and expenditures to be approximately $35 million to $40 million,among which approximately $13 million to $16 million will be required within the next 12 months to support our preparationand opening of new stores and acquiring additional supermarkets on the East Coast and additional regions near California. This is basedon the management’s best estimate as of the date of this Report.

We used part of the proceedsfrom our IPO to support our business expansion described above. We may also seek additional financing, to the extent needed, and therecan be no assurance that such financing will be available on favorable terms, or at all. Such financing may include the use of additionaldebt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that areconvertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. If it isdetermined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may also seek to issue additionaldebt or obtain financial support from shareholders.

All of our business expansionendeavors involve risks and will require significant management, human resources, and capital expenditures. There is no assurance thatthe investment to be made by us as contemplated under our future expansion plans will be successful and generate the expected return.If we are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospectsmay be materially and adversely affected.

The following table summarizesour cash flow data for the years ended April 30, 2025 and 2024.

Operating Activities 

Net cash provided byoperating activities was approximately $4.8 million for the year ended April 30, 2025, which mainly comprised of net income of $920,909,add-back of non-cash adjustments to net income including depreciation and amortization expense of $1,035,485, inventory impairment of$276,900, bad debt expense of $29,493, amortization of OID and debt issuance cost of $55,417, and investment loss from 49% equity investeeHKGF Arcadia store of $474,964 and investment loss from 10% cost investee HKGF Alhambra store of $40,775. In addition, for the year endedApril 30, 2025, we had cash inflow from (i) decrease to other receivables and other current assets of $545,843, (ii) decrease to prepaymentsof $824,229, (iii) decrease of inventories of $770,431, (iv) increased outstanding accounts payable of $2,657,601 (including accountspayable from related parties of $65,767), (v) increased outstanding income tax payable of $218,890, (vi) increased operating lease liabilitiesof $513,802, and (vii) increased accrued expenses and other payables of $138,581.

However, our net cashprovided by operating activities for the year ended April 30, 2025 was impacted by deducting non-cash adjustments from net income includingchange in fair value of derivative liability of $801,988 and change in deferred taxes by $88,346. In addition, for the year ended April30, 2025, we had cash outflow from i) increased outstanding accounts receivable of $2,546,650, ii) increased accounts receivable fromrelated parties of $42,753, and iii) increased payment for contract liabilities of $263,768.

Net cash used in operatingactivities was approximately $3.5 million for the year ended April 30, 2024, which mainly comprised of net loss of $3,387,029, add-backof non-cash adjustment to net loss including depreciation expense of $461,868, and investment loss from 49% equity investee HKGF Arcadiastore of $538,542. In addition, for the year ended April 30, 2024, we had cash outflow from i) increased outstanding accounts receivablefrom related parties of $271,461, ii) increased prepayment to vendors of $1,716,468, iii) increased outstanding other receivables andother current assets of $474,943, iv) increased cash outflow on security deposit of $488,717, v) payment for accounts payable of $59,633,and vi) payment of income tax payable of $518,516.

However, our net cashused in operating activities for the year ended April 30, 2024 was partly offset by deducting non-cash adjustments from net loss forreversal of bad debt of $60,000 and reversal of inventory impairment of $5,961. In addition, for the year ended April 30, 2024, we hadcash inflow from i) payment collected from accounts receivable of $203,481, ii) decrease of inventories of $914,356, iii) an increaseof accounts payable to related parties of $106,725, iv) an increase of accrued expenses and other payables of $342,592, v) an increaseof contract liabilities of $503,326, and vi) an increase of operating lease liabilities of $400,913.

Investing Activities 

Net cash used in investing activities was $237,355for the year ended April 30, 2025, which mainly consisted of store renovation and purchase of equipment of $175,355 and investment intoHKGF Market of Arcadia, LLC of $62,000.

Net cash used in investing activities was approximately$10,132,834 for the year ended April 30, 2024, which mainly consisted of store renovation and purchase of equipment of $382,132, paymentof intangible assets of $2,950,000, payment for investment into TMA Liquor Inc of $75,000, payment for 49% investment into Good FortuneArcadia supermarket of $1,800,000, and payment for acquisition of subsidiary Lee Lee of $7,000,000, which was partly offset by cash acquiredfrom acquisition of Lee-Lee of $2,074,298.

Financing Activities

Net cash used in financingactivities was approximately $5,818,814 for the year ended April 30, 2025, which mainly consisted of repayment for a note payable arisingfrom the acquisition of Lee Lee of $9,484,005, which was partially offset by increase of bank overdraft of $1,349,202 and proceeds froma convertible note of $2,335,000.

Net cash provided by financing activities wasapproximately $13,140,512 for the year ended April 30, 2024, which mainly consisted of net proceeds from issuance of common stock ofapproximately $13,313,892, bank overdraft of $97,445 and borrowing from related parties $250,000, which was partially offset by repaymenton loans payable of $370,825 million, and repayment for a note payable of $150,000.

Debt

U.S. Small Business Administration(the “SBA”)

On June 15, 2020, MaisonMonrovia entered into a $150,000 Business Loan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June 15,2050.

On June 15, 2020, MaisonSan Gabriel entered into a $150,000 Business Loan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June15, 2050. On January 12, 2022, Maison San Gabriel received an extra $1,850,000 loan from the SBA at 3.75% annual interest rate and thematurity date on June 15, 2050.

On June 15, 2020, Maison El Monte entered into a $150,000 BusinessLoan Agreement with the SBA at 3.75% annual interest rate and the maturity date on June 15, 2050. On January 6, 2022, Maison El Montereceived an extra $350,000 loan from the SBA at 3.75% annual interest rate and the maturity date on June 15, 2050.

As of April 30, 2025 and 2024, the Company’saggregate balance on the three SBA loans was $2,616,050 and $2,561,299, respectively.

Senior Secured Note Payable

On April 8, 2024, AZLL closed an acquisition transactionand purchased 100% of the equity interests in Lee Lee for an aggregate purchase price of approximately $22.2 million, consisting of:(i) $7.0 million in cash paid immediately at the closing of the transaction, and (ii) the Secured Note with an original principal amountof approximately $15.2 million pursuant to the Senior Secured Note Agreement.

Under the Senior Secured Note Agreement, the SecuredNote will accrue interest on the outstanding principal amount at an annual interest rate of five percent (5%). The payment schedule ofthe principal amount of the Secured Note is as follows: (i) $2.5 million due and immediately payable on each of May 8, 2024 and June8, 2024; (ii) $1.5 million due and immediately payable on each of September 8, 2024, October 8, 2024 and November 8, 2024; (iii) $1.0million due and immediately payable on December 8, 2024; and (iv) approximately $4.7 million due and immediately payable on February8, 2025. Additionally, pursuant to the terms and conditions of the Senior Secured Note Agreement, the principal amount may be adjustedto include certain Premium Guarantees (as defined in the Senior Secured Note Agreement) if certain conditions, as set forth in the SeniorSecured Note Agreement and the Stock Purchase Agreement, are not met.

Upon an “Event of Default” under theSenior Secured Note Agreement, the holders of the Secured Note will have certain rights, including the right to (i) declare all of theObligations, as defined in the Senior Secured Note Agreement to be immediately due and payable, and (ii) resume daily operational controlof Lee Lee’s operations until such time as the Obligations, as defined in the Senior Secured Note Agreement, have been satisfied.Additionally, if an “Event of Default” occurs, the outstanding principal amount will bear interest at the simple interestrate of 10 percent (10%) per annum, from the date of such Event of Default until all such sum are fully paid.

On June 10, 2024, Lee Lee filed a Statement ofConversion with the Arizona Corporation Commission (the “ACC”) converting Lee Lee Oriental Supermart, Inc. into Lee Lee OrientalSupermart, LLC, an Arizona limited liability company (the “Conversion”). Following the Conversion, AZLL filed a Statementof Merger with the ACC, pursuant to which Lee Lee merged into AZLL, effective August 28, 2024 (the “Merger”). On September9, 2024, AZLL filed a Statement of Division with the ACC resulting in the restoration of both Lee Lee and AZLL as separate legal entities(the “Division”). The Conversion, the Merger and the Division are herein referred to collectively as the “Lee Lee Reorganization.”

On October 21, 2024, Lee Lee, AZLL, the Companyand the Holders entered into the First Amendment to Senior Secured Note Agreement (the “First Amendment”), which amends thatcertain Senior Secured Note Agreement, dated as of April 8, 2024.Among other things, the First Amendment amends the Secured Note to (i)reflect the Lee Lee Reorganization, (ii) modify certain cure periods pursuant to an “Event of Default” under the SecuredNote, and (iii) include certain covenants and representations with respect to the Lee Lee Reorganization. Additionally, pursuant to theFirst Amendment, Lee Lee, AZLL and the Company irrevocably waive and forfeit any and all defenses, causes or remedies which may havearisen or may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisionsof the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

On October 21, 2024, following the execution ofthe First Amendment, Lee Lee, AZLL and the Holders entered into the Second Amendment to the Senior Secured Note Agreement (the “SecondAmendment”). Among other things, the Second Amendment: (i) increases the annual interest rate on the outstanding Principal Amount,effective as of October 8, 2024, to ten percent (10%); (ii) amends the payment schedule of the principal and interest amounts to be dueevery Monday of each week starting on October 14, 2024, as set forth in Exhibit A of the Second Amendment; (iii) amends the definitionof “Events of Default”; and (iv) increases the Default Rate to fourteen percent (14%) per annum. Additionally, pursuant tothe Second Amendment, upon execution of the Second Amendment, the Company paid a restructuring fee of $40,000 to the Holders.

On March 12, 2025, we entered into a note modificationagreement dated March 12, 2025 (the “Modification Agreement”) with AZLL, Lee Lee, Holders of the Secured Note, John Xu andGrace Xu (together with the Company, the “Parties”) to modify certain terms of the Note, Security Agreement and Guarantees.Pursuant to the Modification Agreement, the Parties agreed to revise the payment schedule of the Note and extend the maturity date ofthe Note to May 11, 2026 (the “Extended Maturity Date”). The Modification Agreement also provides for an additional extensionfee interest to accrue on the outstanding principal balance of the Note as of January 15, 2025 at an annual rate of eight percent (8%),which shall become payable and immediately due on the earliest of (i) the Extended Maturity Date or (ii) immediately upon the occurrenceof any “Event of Default” under any of the Loan Documents or the Modification Agreement, as such term is defined under theapplicable Loan Document. Furthermore, the Modification Agreement includes additional “Events of Default” and remedies underthe Loan Documents, and additional covenants of the Company, among other things. The Modification Agreement increases the annual interestrate on the outstanding Principal Amount, effective as of February 24, 2024, to twelve percent (12%). Additionally, the amount of eachGuaranty Premium shall be added to the outstanding Principal Amount of the Note as of the date Issuer’s liability for payment ofthe Guaranty Premium becomes fixed and shall accrue interest at the rate set forth in the Note until paid in full. The Modification statedthat no new debt or encumbrances without holders’ approval. Absent Holders’ prior, express written authorization, Issuershall not: (i) pay or incur any indebtedness outside the ordinary course of business; or (b) grant, permit or suffer the attachment ofany liens or security interests in or to any Collateral; or (c) enter into any single or series of contracts, agreements or commitmentsrequiring cumulative payments in excess of $10,000.00. Moreover, pursuant to the Modification Agreement, issuer shall not make any distributionsto Parent, Grantor, Guarantors or any other related party, company or entity related to the Parent, Grantor or Guarantors through anydirect or indirect ownership or control or any other financial arrangement (together, the “Related Parties”). Upon executionof the Modification Agreement, the Company paid the Holders a $35,000 documentation fee pursuant to the terms of the Modification Agreement.

As of April 30, 2025, the Company had an outstandingnote payable of $5,642,060 to the sellers of Lee Lee. The Company is required to repay the full amount before May 11, 2026.

On April 8, 2024, in connection with the executionof the Senior Secured Note Agreement, and pursuant to the Stock Purchase Agreement, AZLL entered into a guarantee (the “AZLL Guarantee”)to and for the benefit of the Sellers, pursuant to which AZLL unconditionally guarantees the payment by Lee Lee of the principal amountof the Secured Note, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditions andcovenants of the Secured Note. 

Also on April 8, 2024, in connection with theexecution of the Senior Secured Note Agreement, and pursuant to the Stock Purchase Agreement, John Jun Xu, Chairman, Chief ExecutiveOfficer and controlling stockholder of the Company, and Grace Xu, spouse of John Jun Xu (together with John Jun Xu, the “Xu Guarantors”),entered into a guarantee (the “Xu Guarantee” and, together with the AZLL Guarantee, the “Guarantees”) to andfor the benefit of the Sellers, pursuant to which the Xu Guarantors unconditionally guarantee the payment by Lee Lee of the principalamount of the Secured Note, as adjusted pursuant to the Secured Note and the faithful and prompt performance by Lee Lee of the conditionsand covenants of the Secured Note.

On October 21, 2024, AZLL entered into a FirstAmendment to Guarantee of Note (the “AZLL Guarantee Amendment”), which amends the AZLL Guarantee to reflect the Lee Lee Reorganization.Additionally, pursuant to the AZLL Guarantee Amendment, AZLL irrevocably waives any and all defenses, causes or remedies which may havearisen or may arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisionsof the AZLL Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

On October 21, 2024, the Xu Guarantors enteredinto a First Amendment to Guarantee of Note (the “Xu Guarantee Amendment” and, together with the AZLL Guarantee Amendment,the “Guarantee Amendments”), which amends the Xu Guarantee to reflect the Lee Lee Reorganization. Additionally, pursuantto the Xu Guarantee Amendment, the Xu Guarantors irrevocably waive any and all defenses, causes or remedies which may have arisen ormay arise as a result of the Lee Lee Reorganization in relation to any action or enforcement of any rights, remedies or provisions ofthe Xu Guarantee, the Secured Note, the Security Agreement and/or otherwise at law taken by the Holders.

Convertible Note Payable

On March 12, 2025, we entered into a securitiespurchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor” or “Holder”),pursuant to which we agreed to issue and sell (i) a senior unsecured convertible promissory note in the aggregate original principalamount of $3,000,000 with an original issue discount of eight and a half percent (8.5%) (the “Initial Note”), convertibleinto shares (the “Conversion Shares”) of Class A common stock, $0.0001 par value per share of the Company (the “CommonStock”), and (ii) a note purchase warrant (the “Incremental Warrant”), exercisable for one or more senior unsecuredconvertible promissory notes in the aggregate original principal amount of up to $6,500,000 with an original issue discount of eightand a half percent (8.5%) and substantially in the form of the Initial Note (each an “Additional Note” and collectively,the “Additional Notes” and together with the Initial Note, the “Notes”). On March 12, 2025 (the “ClosingDate”), we issued and sold to the Investor the Initial Note for a purchase price of $2,745,000, representing an original issuediscount of eight and a half percent (8.5%), which matures on March 12, 2027, and the Incremental Warrant, which expires on March 12,2028. The Initial Note bears interest at a rate to 5.25% per annum and may increase to a rate of 18.00% per annum upon the occurrenceof an Event of Default (as defined in the Initial Note), for so long as such event remains uncured. Accrued interest will be paid ona monthly basis and, at the Company’s option, will either be paid in cash or paid-in-kind in shares of Common Stock, subject tocertain terms and conditions as set forth in the Initial Note.

The Note Holder may exercise the Incremental Warrant,in whole or in part, in increments of up to $1,500,000, but subject to a minimum increment of $250,000, at any time prior to March 12,2028. The Incremental Warrant also provides that the Company may request that the Holder exercise the Incremental Warrant if certain termsand conditions are satisfied as set forth in the Incremental Warrant. The aggregate exercise price to purchase the maximum aggregate principalamount of Additional Notes issuable under the Incremental Warrant is $5,947,500, which gives effect to an original issue discount of eightand a half percent (8.5%) for each such Additional Note issued upon the exercise of the Incremental Warrant. The Note Holder is entitled,upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the ninetieth(90) Trading Day following the effective date of the initial Registration Statement (the “Initial Exercise Date”) and on orprior to 5:00 p.m. (New York City time) on March 12, 2028 (the “Termination Date”) but not thereafter, to subscribe for andpurchase from Maison. The incremental warrant is contingent for exercise upon effectiveness of the initial registration statement, asof April 30, 2025, the initial registration statement was not effective yet and is under SEC review,  however, the Company expectsit will meet the registration effectiveness deadline described below.

On March 12, 2025, the Company also entered intoa registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company agreedto register the resale of the Conversion Shares issued or issuable upon conversion of the Initial Note and any Additional Notes. The RegistrationRights Agreement requires, among other things, the Company to file an initial resale registration statement covering the Conversion Shareswith the SEC within 30 calendar days after the Closing Date. The Company is obligated to use its best efforts to have the registrationstatement declared effective by the SEC as soon as practicable, but in no event later than the 60th calendar day following the ClosingDate (the “Effectiveness Deadline”). However, in the event the Company is notified by SEC that the registration statementwill not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline will be accelerated to the fifthbusiness day following the date on which the Company is so notified if such date precedes the initial Effectiveness Deadline. In the eventthe registration statement is subject to a full SEC review, or the Company is required to update the financial statements therein, whichcauses the registration statement not to be declared effective by the Effectiveness Deadline, the Effectiveness Deadline will automaticallybe deemed to be extended for so long as necessary, provided that the Company is using its best efforts to promptly respond to and satisfythe requests of the SEC. During any such period, the Company will not be in default of satisfying the Effectiveness Deadline.

Commitments and Contractual Obligations

The following table presentsthe Company’s material contractual obligations as of January 31, 2025:

Contingencies

The Company is otherwiseperiodically involved in various legal proceedings that are incidental to the conduct of its business, including, but not limited to,employment discrimination claims, customer injury claims, and investigations. When the potential liability from a matter can be estimatedand the loss is considered probable, the Company records the estimated loss. Due to uncertainties related to the resolution of lawsuits,investigations, and claims, the ultimate outcome may differ from the estimates. Although the Company cannot predict with certainty theultimate resolution of any lawsuits, investigations, and claims asserted against it, management does not believe any currently pendinglegal proceeding to which the Company is a party will have a material adverse effect on its financial statements. Additional informationregarding our legal proceedings can be found in Note 18 — “Commitments and Contingencies” tothe consolidated financial Statements included in this Annual Report on Form 10-K and is incorporated herein by reference.

On January 2, 2024, theCompany and our executive officers and directors, as well as Joseph Stone Capital LLC, and AC Sunshine Securities LLC, the underwritersin the Company’s initial public offering (together, the “Defendants”), were named in a class action complaint filedin the Supreme Court of the State of New York alleging violations of Sections 11 and 15 of the Securities Act of 1933, as amended (IlsanKim v. Maison Solutions Inc., et. al, Index No. 150024/2024). As relief, the plaintiffs are seeking, among other things, compensatorydamages. On or about April 17, 2024, the parties agreed to stay the action in favor of the Rick Green matter described immediately below. 

On January 4, 2024, theDefendants were named in a class action complaint filed in the United States District Court for the Central District of California allegingviolations of Sections 11 and 15 of the Securities Act of 1933, as amended, as well as violations of Sections 10(b) and 20(a) of theSecurities Exchange Act of 1934, as amended (Rick Green and Evgenia Nikitina v. Maison Solutions Inc., et. al., Case No. 2:24-cv-00063). As relief, the plaintiffs are seeking, among other things, compensatory damages. 

The Company and Defendantsbelieve the allegations in both complaints are without merit and intend to defend each suit vigorously.  It is reasonably possiblethat a loss may be incurred; however, the possible range of losses is not reasonably estimable given the pending status of the cases. 

On April 9, 2024, a shareholderderivative action was brought by Shah Azad derivatively on behalf of the Company against John Xu, Tao Han, Alexandria Lopez, Bin Wang,Mark Willis, and Xiaoxia Zhang, and the Company itself as a nominal defendant. The complaint was filed in the United States DistrictCourt for the Central District of California, Case No. 2:24-cv-02897. On April 12, 2024, another derivative complaint was filed by ArnabBaral in the United States District Court Central District of California, Case No. 2:24-cv-03018. The two cases have since been consolidated,with the Azad case taking the lead. The lawsuits allege breaches of fiduciary duty, abuse of control, unjust enrichment, grossmismanagement, waste of corporate assets, and contribution under Section 11(f) of the Securities Act and Section 21D of the ExchangeAct. The claims arise from the allegations underlying the class action securities lawsuits. On July 19, 2024, the Court ordered the Azadcase stayed until a motion to dismiss is heard in the class action securities action. The Company is not able to make a reasonable estimateabout the amount of contingent loss of these cases at current stage.

On September 8, 2023,a complaint was filed by former employee against Maison San Gabriel for wrongful termination and labor law violation. Maison San Gabrielfiled a general denial in November 2023. Status conference is scheduled for July 1, 2025, and final status conference is scheduled forFebruary 26, 2026. Trial is scheduled for March 9, 2026. In the complaint, the plaintiff’s counsel asked for a range of $300,000to $3,000,000. On August 4, 2025, both parties reached a confidential settlement agreement and release, the Company agreed to pay $25,000to plaintiff in exchange for plaintiff’s release of all claims.

On September 3, 2024,a claim was filed against Maison El Monte alleging violations of the Unruh Civil Rights Act and the California Disabled Persons Act forbuilding not having adequate access for disabilities. The case Management Conference is scheduled for January 30, 2025. On April 8, 2025,both parties reached a confidential settlement agreement and release of claims, and the Company agreed to pay $6,000 to settle the case.

On October 17, 2024, a complaint was filed againstHKGF Alhambra, HKGF Arcadia, Maison El Monte, Maison San Gabriel, Maison Monrovia, Maison Monterey Park and Tion Hin for unpaid invoicesof seafood purchase for $115,388.39. The case management conference is scheduled for August 4, 2025. The management is not able to estimatethe outcome of the case due to early stage of the case.

Off-Balance Sheet Arrangements

The Company has guaranteedall of the loans described above, and Mr. John Xu, the Company’s CEO, Chairman and President, has personally guaranteed theloans with the SBA. The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likelyto have, a current or future material effect on its financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

As a smaller reporting company, as defined byRule 12b-2 of the Exchange Act, we are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MAISON SOLUTIONS INC.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public AccountingFirm

To the Board of Directors and Shareholders

Maison Solutions Inc.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statementshave been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financialstatements, the Company has a negative working capital of approximately $9.8 million and accumulated deficit of approximately $1.6 millionas of year ended April 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not includeany adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These consolidated financial statements are theresponsibility of the company’s management. Our responsibility is to express an opinion on the company’s financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with thestandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understandingof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the company’sinternal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assessthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing proceduresthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits providea reasonable basis for our opinion.

As discussed in Note 20 to the financial statements,the Company restated its 2024 consolidated financial statements to correct an error in acquisition accounting. Our opinion is not modifiedwith respect to this matter.

/s/ Kreit & Chiu CPA LLP

We have served as the Company's auditor since 2022.

Los Angeles, California

August 14, 2024

PCAOB Firm ID: 6651

MAISON SOLUTIONS INC.AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

MAISON SOLUTIONS INC.AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS