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                              January 19, 2023

       John Xu
       President and Chief Executive Officer
       Maison Solutions Inc.
       127 N Garfield Ave
       Monterey Park, CA 91754

                                                        Re: Maison Solutions
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
23, 2022
                                                            CIK No. 0001892292

       Dear John Xu:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted December 23, 2022

       Cover page

   1.                                                   Please revise here and
in the prospectus summary to clarify whether you intend to rely on
                                                        the controlled company
exemptions that you disclose on the cover page. In this regard, we
                                                        note your disclosure
that you "are permitted to elect to rely on certain exemptions from
                                                        corporate governance
rules of Nasdaq." As a related matter, please revise to state, if true,
                                                        that Mr. John Xu holds
will be able to control the management and affairs of your
                                                        company and most
matters requiring stockholder approval following the offering.
   2.                                                   Please disclose on the
cover your firm commitment arrangement with Joseph Stone
                                                        Capital, LLC. In this
regard, we note your disclosure on page 94. Refer to Item
                                                        501(b)(8)(i) of
Regulation S-K.
 John Xu
Maison Solutions Inc.
January 19, 2023
Page 2
Prospectus Summary, page 1

3.       Please revise to disclose in your summary and in your risk factors the
disparate voting
         rights of each class of stock. In your risk factors, please discuss
the risks posed by such
         capital structure, including but not limited to, risks relating to the
potential effects on the
         price of your common stock and the dilution upon conversion of the
Class A preferred
         stock into common stock.
4.       Please revise your summary to prominently disclose the company's
current liquidity
         condition, including cash on hand, total debt outstanding, violation
of debt covenant, and
         the company's dependence on the proceeds of the offering to repay any
loans and meet
         outstanding obligations, to the extent accurate. In this regard, we
note that you are
         operating at a net loss as of April 30, 2022, you appear to be
carrying debt and you have
         been dependent on debt, equity financing, and your PPP loan to fund
your operations; and
         that due to a violation of a covenant as of June 30, 2022, your loan
balance with American
         First National Bank was reclassified. In addition, please address how
these results
         were impacted by conditions such as inflation, supply chain disruption
and the COVID-19
         pandemic.
Our Competitive Strengths
Superior Customer Propositions, page 4

5.       Please revise to explain the "stringent quality control procedures and
processes" which
         you state you implement across your supply chain to ensure daily
supply of the freshest
         products to our customers at competitive prices.
Risks Related to our Industry
Economic conditions that impact consumer spending could materially affect our
business, page
16

6.       Please update this risk factor to identify the types of inflationary
pressures that have
         materially impacted your operations and how your business has been
affected. In this
         regard, we note your disclosure on page 44 that "inflation increased
[y]our purchase costs,
         occupancy costs and payroll costs and that [t]o offset inflationary
pressures, [you] have
         increased [y]our products    selling price to cover these increased
costs."
Disruption of any significant supplier relationship could negatively affect our
business, page 19

7.     In an appropriate place in your prospectus, please disclose the material
terms of your
FirstName LastNameJohn Xu
       agreements with the primary suppliers discussed in this risk factor.
Please also file the
Comapany    NameMaison
       agreements         Solutions
                   as exhibits to theInc.
                                      registration statement. See Item
601(b)(10) of Regulation S-
JanuaryK.19,
          Alternatively,
             2023 Page 2please tell us why you are not required to do so.
FirstName LastName
 John Xu
FirstName  LastNameJohn Xu
Maison Solutions Inc.
Comapany
January 19,NameMaison
            2023       Solutions Inc.
January
Page 3 19, 2023 Page 3
FirstName LastName
Risks Related to Ownership of our Common Stock and this Offering
We are a controlled company within the meaning of the Nasdaq Stock Market...,
page 34

8.       Please revise to disclose the risks to shareholders that arise from
this control, including the
         anti-takeover effects of this ownership.
Use of Proceeds, page 38

9.       Please disclose the order of priority for your intended use of
proceeds. If the priority is
         reflected in the order in which the uses have been listed, please
state as much. Please refer
         to Instruction 1 to Item 504 of Regulation S-K.
10.      Please briefly state and describe the cost of the new store
acquisitions and expansion.
         Include the name of affiliates from which you are to acquire such
assets. In this regard, we
         note disclosure on page 6 that you acquired 10% of the equity interest
in HKGF Market of
         Alhambra, Inc. from Ms. Grace Xu, who is Mr. John Xu   s wife.
Additionally, state the
         names of the entities you intend to acquire, if applicable, and
describe the principle
         followed in determining the cost to you. Please refer to Instruction 5
and 6 to Item 504 of
         Regulation S-K.
11.      Please clarify whether you intend to use a portion of the net proceeds
to repay the loans;
         and, where applicable, please file any applicable loan agreement as an
exhibit to the
         registration statement. In this regard, we note your disclosure that
you have outstanding
         loan facilities of approximately $0.6 million due to American First
National Bank and
         approximately $2.6 million due to the SBA.
Capitalization, page 40

12.      Please revise to include your indebtedness in your tabular disclosure.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors that Affect Operating Results
Supply chain disruptions, page 44

13.      Please discuss whether supply chain disruptions materially affect your
outlook or business
         goals. Specify whether these challenges have materially impacted your
results of
         operations or capital resources and quantify, to the extent possible,
how your sales, profits,
         and/or liquidity have been impacted.
Liquidity and Capital Resources, page 50

14.      Please disclose in detail the terms and conditions of the commitment
made by the
         principal shareholder of the company to provide financial support to
the company
         whenever necessary. As a related matter, please state the name of the
principal
         shareholder. Please file any agreement related to this commitment, if
applicable, as an
         exhibit.
 John Xu
Maison Solutions Inc.
January 19, 2023
Page 4
15.      Please clarify whether you believe there is adequate amounts of cash
to meet your
         working capital needs and plans for cash in the next 12 months "from
the most recent
         fiscal period end required to be presented" and separately beyond the
next 12 months. In
         this regard, we note your disclosure that you believe that the current
cash will be sufficient
         to meet the working capital needs in the "next 12 months from the date
the audited
         financial statements were issued." See Item 303(b)(1) of Regulation
S-K.
Certain Relationships and Related Party Transactions, page 84

16.      Please revise to disclose the approximate dollar value of the amount
of the interests of
         each of John Xu and Grace Xu   s transaction. See Item 404(a)(4) of
Regulation S-K.
Description of Capital Stock
Undesignated Preferred Stock
Liability and Indemnification, page 88

17.      We note your reference to the section titled    Management
Limitation on Liability and
         Indemnification Matters    for a discussion of limitation on liability
and indemnification,
         however, there does not appear to be such a section. Please revise
your disclosure
         accordingly.
Exhibits

18.      Please file as an exhibit the series of agreements with JD E-commerce
America Limited
         and the U.S. subsidiary of JD.com, including the Collaboration
Agreement and
         Intellectual Property License Agreement, discussed on page 71. Refer
to Item 601(b)(10)
         of Regulation S-K.
General

19.      Please provide us with your analysis of whether financial statements
are required for your
         intended acquisition of Dai Cheong Trading Inc., HKGF Market of
Alhambra, Inc. and the
         five stores as part of your East Coast expansion as well the
acquisition GF Supermarket of
         MP, Inc. Refer to Rule 8-04 and 3-05 of Regulation S-X. Please note
the specific
         guidance for acquisitions of a group of related businesses in Rule
3-05(a)(3) of Regulation
         S-X.
20.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
FirstName LastNameJohn Xu
       Securities Act, whether or not you retained, or intend to retain, copies
of those
Comapany    NameMaisonPlease
       communications.     Solutions Inc. the staff member associated with the
review of this filing
                                 contact
Januaryto19,
          discuss
             2023 how
                  Pageto4 submit the materials, if any, to us for our review.
FirstName LastName
 John Xu
FirstName  LastNameJohn Xu
Maison Solutions Inc.
Comapany
January 19,NameMaison
            2023       Solutions Inc.
January
Page 5 19, 2023 Page 5
FirstName LastName
       You may contact Aamira Chaudhry at 202-551-3389 or Joel Parker at
202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services