| Item 1. | |
| (a) | Name of issuer:
Maison Solutions Inc. |
| (b) | Address of issuer's principal executive offices:
127 N Garfield Avenue, Monterey Park, California 91754 |
| Item 2. | |
| (a) | Name of person filing:
(i) Stratton Arms Holding, LLC
(ii) Amsterdam NYC Fund, LP
(iii) Golden Tree USA, Inc.
(iv) John Xu |
| (b) | Address or principal business office or, if none, residence:
(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 |
| (c) | Citizenship:
(i) Stratton Arms Holding, LLC
NY
(ii) Amsterdam NYC Fund, LP
NY
(iii) Golden Tree USA, Inc.
NY
(iv) John Xu
US Citizen |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP Number(s):
560667305 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. |
| (b) | Percent of class:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
|
| | (ii) Shared power to vote or to direct the vote:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)