Stockholder’s Equity

6 Months Ended

Oct. 31, 2025

Stockholder’s Equity [Abstract]

Stockholder’s equity

17. Stockholder’s equity

Common stock

Maison was initially authorized to issue 500,000 shares of common stock with a par value of $0.0001 per share. On September 8, 2021, the total number of authorized shares of all classes of stock was increased to 100,000,000 by way of a 200-for-1 stock split, among which, the authorized shares were divided into (i) 95,000,000 shares of common stock, par value of $0.0001 per share (the “common stock”) of which (a) 92,000,000 shares shall be a series designated as Class A common stock (the “Class A common stock”), and (b) 3,000,000 shares shall be a series designated as Class B common stock (the “Class B common stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (the “preferred stock”). For the Class A common stock and Class B common stock, the rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one (1) vote. Each share of Class B common stock is entitled to ten (10) votes and is convertible at any time into one share of Class A common stock. As of July 31, 2025, John Xu, the Company’s Chief Executive Officer, Chairman and President, holds all of our outstanding shares of Class B common stock. All shares and per share amounts used herein and in the accompanying consolidated financial statements have been retroactively adjusted to reflect (i) the increase of share capital as if the change of share numbers became effective as of the beginning of the first period presented for Maison Group and (ii) the reclassification of all outstanding shares of our common stock beneficially owned by Golden Tree USA Inc. into Class B common stock, which are collectively referred to as the “Reclassification.”

Shares to related party company

On September 24, 2025, the Compensation Committee of the Board of Directors granted 760,000 shares of the Company’s Class B Common Stock, to a company that is wholly-owned by the Company’s CEO, as compensation for services provided. This action was approved by majority shareholders of the Company on October 19, 2025. The fair value of 760,000 shares was $737,200 at grant date.

Shares to officers and employee

On September 24, 2025, the Compensation Committee of the Board of Directors granted 1,745,000 shares of the Company’s common stock to certain officers and employees of the Company under the Company’s 2023 Stock Incentive Plan, including 110,000 shares to the spouse of the Company’s CEO. The fair value of 1,745,000 shares was $1,692,650 at grant date. These shares will be vested in full upon the six months anniversary of their issuance. During the three and six months ended October 31, 2025, the Company recorded $338,530 stock compensation expense for these shares.

Warrants

On October 10, 2023, the Company issued the Underwriter non-redeemable warrants (the “Underwriter Warrants”) to purchase an amount equal to five (5%) percent of 2,500,000 shares of Class A Common Stock sold in the Company’s initial public offering (the “IPO”) on October 10, 2023. The Company issued 125,000 Underwriter Warrants, which is exclusive of the over-allotment option, pursuant to the Underwriting Agreement. The Underwriter Warrants became exercisable one hundred eighty (180) days after the commencement of sales of the IPO (April 1, 2024) and remain exercisable until the fifth anniversary of the effective date of the IPO (April 1, 2029). The Company accounted for the Underwriter Warrants issued based on the fair value (“FV”) method under FASB ASC Topic 505, and the FV of the Underwriter Warrants was calculated using the Black-Scholes model under the following assumptions: life of 5 years, volatility of 100%, risk-free interest rate of 4.26% and dividend yield of 0%. The FV of the Underwriter Warrants issued at the grant date was $382,484. The Underwriter Warrants issued in this financing were classified as equity instruments.

Following is a summary of the activities of warrants for the six months ended October 31, 2025:

	Number of Warrants		Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding as of April 30, 2025		125,000	$	4.80		3.32
Exercisable as of April 30, 2025		—		—		—
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Expired		—		—		—
Outstanding as of July 31, 2025		125,000	$	4.80		2.82
Exercisable as of July 31, 2025		—		—		—