Form SCHEDULE 13G Maison Solutions Inc. Filed by: Xu John
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Maison Solutions Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/14/2023 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Stratton Arms Holding, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,208,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
41.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Amsterdam NYC Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Golden Tree USA, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
44.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
John Xu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,740.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
45.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: 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.
SCHEDULE 13G
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| 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 No.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| 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. %
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| (c) | Number of shares as to which the person has:
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| (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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
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. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement |
ATTACHMENTS / EXHIBITS