Marwynn Holdings, Inc.

S-11 ea0210004-09.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on January 13,2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

12 Chrysler Unit C

Irvine, CA 92618

949-706-9966

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yin Yan

Chief Executive Officer

c/o Marwynn Holdings, Inc.

12 Chrysler Unit C

Irvine, CA 92618

949-706-9966

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

2,000,000 Shares of

common stock

This is a firm commitment initial public offering of shares of common stock, $0.001 par value per share, of Marwynn Holdings, Inc. (the “Company,” “Marwynn,” “we,” “our” or “us”). Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price of our shares will be between $4.00 and $5.00 per share. For purposes of this prospectus, the assumed initial public offering price per share is $4.50, the mid-point of the anticipated price range.

Our authorized capital stock consists of 45,000,000 shares of common stock, and 5,000,000 shares of preferred stock, par value $0.001 (“Preferred Stock”), among which 135,000 shares of Preferred Stock have been designated as “Series A Super Voting Preferred Stock.”Each share of common stock is entitled to one (1) vote and each share of Series A Super Voting Preferred Stock is entitled to one thousand (1,000) votes on any matter on which action of the stockholders of the corporation is sought. The Series A Super Voting Preferred Stock will vote together with the common stock. The holders of Series A Super Voting Preferred Stock shall not be entitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A Preferred Stock shall not be subject to conversion into common stock or other equity authorized to be issued by the Company. The Series A Super Voting Preferred Stock is redeemable at the election of the holder at a redemption price of $0.001 per share. See “Description of Capital Stock” on page 87 for further details on our capital stock.

We have applied to have our common stock listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “MWYN.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market. The approval of our listing on the Nasdaq Capital Market is a condition of closing this offering.

For purposes of the registration statement of which this prospectus forms a part, the assumed public offering price per share is $4.50 (the mid-point of the estimated offering price range). The actual offering price per share will be as determined between American Trust Investment Services, Inc., as representative of the underwriters (the “Representative”) and us at the time of pricing. Factors to be considered will include our historical performance and capital structure, prevailing market conditions and overall assessment of our business.

Our chairperson, chief executive officer and president, Ms. Yin Yan, beneficially owns 7,770,485 shares of common stock and all 135,000 shares of Series A Super Voting Preferred Stock. Ms. Yin Yan is expected tocontrol approximately 93.93% of the voting powerof our outstanding voting securities after the consummation of this offering, assuming the maximum number of shares of common stock offered hereby are sold (or approximately 93.74% of the voting power if the underwriters exercise their over-allotment option to purchase additional shares of our common stock in full). Approximately,94.56% of Ms. Yin Yan’s voting power stems from her holdings of the Series A Super Voting Preferred Stock. As a result, we will be a “controlled company” within the meaning of the listing rules of the Nasdaq Capital Market.

As long as Ms. Yin Yan holds more than 50% of the Company’s voting power, she will exercise control over the management and affairs of the company and matters requiring stockholder approval, including the election of the Company’s directors. Ms. Yan, who after our initial public offering will control more than 50% of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. For so long as we remain a “controlled company” under Nasdaq Marketplace Rule 5615(c), we are permitted to elect, and intend, to rely on certain exemptions from corporate governance rules of the Nasdaq Capital Market, including:

• An exemption from the rule that our director nominees must be selected or recommended solely by a majority of independent directors or nominations committee comprising solely of independent directors.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13. You should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities offered by this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) Initial public offering price per share is assumed to be $4.50, being the mid-point of the initial public offering price range. The offering size excludes any shares issued pursuant to the exercise of the over-allotment option.

(2) We have agreed to pay the underwriters a discount equal to 8% of the gross proceeds of the offering. We have agreed to issue, on the closing date of this offering, warrants to the Representative (“Representative’s Warrants”), to purchase an amount equal to 5% of the aggregate number of shares of common stock sold by us in this offering. These Representative’s Warrants will be exercisable on the 180 th day after the effective date of this registration statement at a price equal to 120% of the public offering price of the shares of common stock set forth on the cover page of this prospectus, may be exercised immediately on a cashless basis, and will expire five years from the effective date of this registration statement. The registration statement of which this prospectus forms a part also covers the issuance of the Representative’s Warrants and shares of common stock issuable thereunder. See “Underwriting” beginning on page 94.

(3) We estimate the total expenses of this offering will be approximately $1,000,000.00. Assumes no exercise of the over-allotment option we have granted to the Representative as described below.

The Representative has an over-allotment option to purchase up to an aggregate of 15% additional common stock from us at the price per share equal to initial public offering price within 45 days of the closing of this offering.

The Representative expects to deliver the shares to purchasers against payment on or about [•],2025.

Sole Book-Running Manager

The date of this prospectus is [•],2025