Marwynn Holdings, Inc.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No Unregistered Sales of Equity Securities

There have been no unregistered securities sold by the Company during the period covered by this Report.

Use of Proceeds from Our Initial Public Offering

On March 14, 2025, we consummated our initial public offering (“IPO”) of 2,000,000 shares of our common stock at an offering price of $4.00 per share, for gross proceeds of $8,000,000. On April 4, 2025, we closed on the partial exercise of the over-allotment option by American Trust Investment Services, Inc., as the representative of the underwriters (the “Representative”)to purchase an additional 50,000 additional shares our common stock at the IPO price of $4.00 per share, for additional gross proceeds of $200,000. All of the shares of common stock issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 , as amended (File No: 333-284245), which was declared effective by the SEC on March 11, 2025 (the “Registration Statement”). We paid the Representative an aggregate of approximately $656,000 in underwriting discounts and commissions, and incurred offering expenses of approximately $1,000,000. No payments for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates. There has been no material change in our planned use of proceeds from our IPO as described in the final prospectus filed with the SEC pursuant to Rule 424(b). No proceeds from our IPO were used for the quarter ended January 31, 2025.