0001213900-26-049481.txt : 20260429 0001213900-26-049481.hdr.sgml : 20260429 20260429191126 ACCESSION NUMBER: 0001213900-26-049481 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Maison Solutions Inc. CENTRAL INDEX KEY: 0001892292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] ORGANIZATION NAME: 07 Trade & Services EIN: 842498797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94929 FILM NUMBER: 26919079 BUSINESS ADDRESS: STREET 1: 127 N GARFIELD AVE CITY: MONTEREY PARK STATE: CA ZIP: 91754 BUSINESS PHONE: 626-737-5896 MAIL ADDRESS: STREET 1: 127 N GARFIELD AVE CITY: MONTEREY PARK STATE: CA ZIP: 91754 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xu John CENTRAL INDEX KEY: 0001980532 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13G MAIL ADDRESS: STREET 1: 127 N GARFIELD AVE CITY: MONTEREY PARK STATE: CA ZIP: 91754 SCHEDULE 13G 1 primary_doc.xml X0202 SCHEDULE 13G 0001980532 XXXXXXXX LIVE Class A Common Stock, par value $0.0001 per share 06/14/2023 0001892292 Maison Solutions Inc. 560667305 127 N Garfield Avenue Monterey Park CA 91754 Rule 13d-1(d) Stratton Arms Holding, LLC NY 0.00 1208000.00 0.00 1208000.00 1208000.00 N 41.78 HC Stratton Arms Holding, LLC ("Stratton") directly holds 1,040,000 shares of Class A Common Stock, which were acquired prior to the Issuer's initial public offering and have been adjusted to reflect the Issuer's 1-for-10 reverse stock split. Amsterdam NYC Fund, LP ("Amsterdam") directly holds 168,000 shares of Class A Common Stock, which were acquired prior to the Issuer's initial public offering and have been adjusted to reflect the Issuer's 1-for-10 reverse stock split. Stratton, as general partner of Amsterdam, is deemed to have shared voting and dispositive power over the shares held by Amsterdam. Stratton also holds an 80.95% limited partnership interest in Amsterdam. Percentage of class is calculated based on 2,891,156 shares of Class A Common Stock outstanding as of April 28, 2026, which information was provided by the Issuer to the Reporting Persons. Amsterdam NYC Fund, LP NY 0.00 168000.00 0.00 168000.00 168000.00 N 5.81 PN Amsterdam NYC Fund, LP ("Amsterdam") directly holds 168,000 shares of Class A Common Stock, which were acquired prior to the Issuer's initial public offering and have been adjusted to reflect the Issuer's 1-for-10 reverse stock split. Stratton Arms Holding, LLC ("Stratton"), as general partner of Amsterdam, is deemed to have shared voting and dispositive power over the shares held by Amsterdam. Percentage of class is calculated based on 2,891,156 shares of Class A Common Stock outstanding as of April 28, 2026, which information was provided by the Issuer to the Reporting Persons. Golden Tree USA, Inc. NY 0.00 1400000.00 0.00 1400000.00 1400000.00 N 44.94 HC CO Golden Tree USA, Inc. ("Golden") directly holds 224,000 shares of Class B Common Stock, par value $0.0001 per share, which may be convertible into shares of Class A Common Stock and were acquired prior to the Issuer's initial public offering, as adjusted to reflect the Issuer's 1-for-10 reverse stock split. Additionally, Golden owns 100% of Stratton Arms Holding, LLC ("Stratton"), which serves as the general partner of Amsterdam NYC Fund, LP ("Amsterdam") and holds an 80.95% limited partnership interest in Amsterdam. Through its ownership of Stratton, Golden is deemed to beneficially own 1,176,000 shares of Class A Common Stock (1,040,000 shares held directly by Stratton plus 136,000 shares attributable to Stratton's 80.95% limited partnership interest in Amsterdam), all of which were acquired prior to the Issuer's initial public offering, as adjusted to reflect the Issuer's 1-for-10 reverse stock split. Percentage of class is calculated based on 2,891,156 shares of Class A Common Stock outstanding as of April 28, 2026, plus 224,000 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock. John Xu X1 6740.00 1400000.00 6740.00 1400000.00 1406740.00 N 45.16 HC IN Mr. Xu is the 100% owner of Golden Tree USA, Inc. ("Golden"). Golden owns 100% of Stratton Arms Holding, LLC ("Stratton"), which serves as the general partner of Amsterdam NYC Fund, LP ("Amsterdam") and holds a 80.95% limited partnership interest in Amsterdam. Through his control of Golden and Stratton, Mr. Xu is deemed to beneficially own: (i) 1,176,000 shares of Class A Common Stock (1,040,000 shares held directly by Stratton plus 136,000 shares attributable to Stratton's 80.95% limited partnership interest in Amsterdam), all of which were acquired prior to the Issuer's initial public offering, as adjusted to reflect the Issuer's 1-for-10 reverse stock split; (ii) 224,000 shares of Class B Common Stock held directly by Golden, which may be convertible into shares of Class A Common Stock and were acquired prior to the Issuer's initial public offering, as adjusted to reflect the Issuer's 1-for-10 reverse stock split; and (iii) 6,740 shares of Class A Common Stock held directly by Mr. Xu personally, which were acquired after the Issuer's initial public offering, as adjusted to reflect the Issuer's 1-for-10 reverse stock split. Mr. Xu's aggregate beneficial ownership totals 1,406,740 shares. Percentage of class is calculated based on 2,891,156 shares of Class A Common Stock outstanding as of April 28, 2026, plus 224,000 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock. Maison Solutions Inc. 127 N Garfield Avenue, Monterey Park, California 91754 (i) Stratton Arms Holding, LLC (ii) Amsterdam NYC Fund, LP (iii) Golden Tree USA, Inc. (iv) John Xu (i) Stratton Arms Holding, LLC 3901 Main Street Ste 501, Flushing, NY 11354 (ii) Amsterdam NYC Fund, LP 3901 Main Street Ste 501, Flushing, NY 11354 (iii) Golden Tree USA, Inc. 3901 Main Street Ste 501, Flushing, NY 11354 (iv) John Xu 3901 Main Street Ste 501, Flushing, NY 11354 (i) Stratton Arms Holding, LLC NY (ii) Amsterdam NYC Fund, LP NY (iii) Golden Tree USA, Inc. NY (iv) John Xu US Citizen Y The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. Y N Golden Tree USA, Inc. owns 100% of Stratton Arms Holding, LLC, which serves as the general partner of Amsterdam NYC Fund, LP and holds an 80.95% limited partnership interest in Amsterdam NYC Fund, LP. Through its ownership of Stratton Arms Holding, LLC, Golden Tree USA, Inc. is deemed to beneficially own the shares of Class A Common Stock held directly by Stratton Arms Holding, LLC and shares attributable to Stratton's 80.95% limited partnership interest in Amsterdam NYC Fund, LP. Mr. Xu, as the 100% owner of Golden Tree USA, Inc., is deemed to beneficially own all shares beneficially owned by Golden Tree USA, Inc., Stratton Arms Holding, LLC, and attributable to the Amsterdam NYC Fund, LP structure. All securities reported herein (except for the 6,740 shares of Class A Common Stock held directly by Mr. Xu personally) were acquired prior to the Issuer's initial public offering. The limited partners of Amsterdam NYC Fund, LP (other than Stratton Arms Holding, LLC) may be deemed to have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock held by Amsterdam NYC Fund, LP, in proportion to their respective limited partnership interests. N Mr. Xu is 100% owner of Golden Tree USA, Inc. (HC, CO). Golden Tree USA, Inc. owns 100% of Stratton Arms Holding, LLC (HC). Stratton Arms Holding, LLC is the general partner of Amsterdam NYC Fund, LP (PN) and holds an 80.95% limited partnership interest in Amsterdam NYC Fund, LP. See Item 6. Y Y Y 99.1 Joint Filing Agreement Stratton Arms Holding, LLC /s/ John Xu John Xu/Director 04/29/2026 Amsterdam NYC Fund, LP /s/ John Xu John Xu/Director of Stratton Arms Holding, LLC, its General Partner 04/29/2026 Golden Tree USA, Inc. /s/ John Xu John Xu/Sole Member 04/29/2026 John Xu /s/ John Xu John Xu 04/29/2026 EX-99.1 2 ea028837701ex99-1.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value of US$0.0001 per share, of Maison Solutions Inc., and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 29, 2026.

 

 

Stratton Arms Holding, LLC

     
  By: /s/ John Xu
  Name:  John Xu
  Title: Director

 

 

Amsterdam NYC Fund, LP

     
  By: /s/ John Xu
  Name:  John Xu
  Title: Director of Stratton Arms Holding, LLC, its General Partner

 

 

Golden Tree USA, Inc.

     
  By: /s/ John Xu
  Name:  John Xu
  Title: Sole Member

 

    /s/ John Xu
  Name:  John Xu