SCHEDULE 13G: Investment Group Discloses 9.9% Stake in Maison Solutions Inc. via Convertible Debt and Warrants

A group of investment entities and individuals, including ATW Master Fund V, L.P. and its affiliates, have disclosed beneficial ownership of 9.9% of Maison Solutions Inc.'s Class A Common Stock, primarily through convertible debt and warrants.

Summary

• ATW Master Fund V, L.P., JAK Opportunities XV LLC, ATW Partners Opportunities Management, LLC, Antonio Ruiz-Gimenez, and Kerry Propper (collectively, the "Reporting Persons") have filed a Schedule 13G disclosing beneficial ownership of Maison Solutions Inc. Class A Common Stock.
• The Reporting Persons collectively beneficially own 1,936,787 shares, representing 9.9% of the Class A Common Stock.
• This ownership is derived from the estimated number of shares that JAK Opportunities XV LLC (the "Holding Company") can acquire within 60 days through the exercise of convertible debt and warrants issued by Maison Solutions Inc. on March 12, 2025.
• The Holding Company is wholly owned by ATW Master Fund V, L.P. (the "Fund"), with ATW Partners Opportunities Management, LLC (the "Adviser") serving as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser.
• The ownership is subject to a "Blocker" provision, preventing the Holding Company from exercising its convertible instruments if it would result in beneficial ownership exceeding 9.99% of the outstanding shares.
• The percentage of class is calculated based on 17,450,476 shares outstanding as of March 14, 2025, as reported in the Issuer's Form 10Q filed on March 17, 2025, plus the approximate total number of shares acquirable subject to the Blocker.
• The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest and state that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The filing indicates a significant investment by a group of entities and individuals in Maison Solutions Inc. through convertible instruments, which can be viewed as a vote of confidence. However, it is a factual ownership disclosure and does not contain performance or operational updates.

Positives

• A significant investment by a group of entities and individuals, potentially indicating confidence in Maison Solutions Inc.
• The investment is structured through convertible debt and warrants, which can provide capital to the company.

Negatives

• The "Blocker" provision limits the extent to which the Reporting Persons can convert their instruments, capping their beneficial ownership at just under 10%.

Risks

• The "Blocker" provision limits the Reporting Persons' ability to increase their stake beyond 9.99%, which could restrict their influence or potential for further investment if they desired.
• The value of the convertible debt and warrants is subject to the future performance of Maison Solutions Inc.'s stock.

Future Outlook

Not applicable, as this document is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance from the company.

Management Comments

• "The Class A Common Stock (the 'Shares') reported herein represents the estimated number of Shares which JAK Opportunities XV LLC (the 'Holding Company') can acquire within sixty (60) days through the exercise of convertible debt and warrants issued by Maison Solutions Inc. (the 'Issuer') on March 12, 2025."
• "The Holding Company's convertible debt and warrants are subject to a blocker which prevents the Holding Company from exercising its convertible debt and warrants to purchase Shares or otherwise convert such instruments into Shares to the extent that, upon such exercise, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the 'Blocker')."
• "This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose."
• "Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein."
• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing is a standard disclosure of a significant ownership stake and does not provide broader industry trends or competitor analysis.

Related Party Transactions

• JAK Opportunities XV LLC (Holding Company) is wholly owned by ATW Master Fund V, L.P. (Fund).
• ATW Partners Opportunities Management, LLC (Adviser) serves as the investment manager to the Fund.
• Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser.
• These relationships establish a group of "Reporting Persons" who share voting and dispositive power over the shares.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake (9.9%) by an investment group could be perceived positively, indicating institutional interest and potential future support for the company. It also clarifies who holds a substantial portion of the company's convertible instruments.

Key Dates

Keywords

Maison Solutions Inc., Class A Common Stock, Schedule 13G, beneficial ownership, convertible debt, warrants, ATW Master Fund V, L.P., JAK Opportunities XV LLC, ATW Partners Opportunities Management, LLC, Kerry Propper, Antonio Ruiz-Gimenez, SEC filing, investment, equity stake