Marwynn Holdings, Inc.

S-11 ea0265897-s1_marwynn.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 24, 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

**MARWYNN HOLDINGS, INC.

**(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:

John P. Yung, Esq. Daniel B. Eng, Esq. Lewis Brisbois Bisgaard & Smith LLP 45 Fremont Street, Suite 3000 San Francisco, CA 94105 Phone: (415) 362-2580

**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 a post-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 a post-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, a non-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 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 nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 15,532,083 Shares of common stock

Marwynn Holdings, Inc.

This prospectus relates to the offer and resale, from time to time, by the selling stockholders identified herein, or their permitted transferees (collectively, the “Selling Stockholders”), of up to 15,532,083 shares of common stock, $0.001 par value per share (the “Securities”), of Marwynn Holdings, Inc. (the “Company,” “Marwynn,” the “registrant,” “we,” “our,” or “us”).

In connection with the Securities registered herewith: (i) 3,140,800 shares of common stock were issued in a private placement that closed on October 28, 2025, pursuant to which five of the Selling Stockholders purchased an aggregate of 3,140,800 shares of common stock in transactions exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”); (ii) 6,398,028 shares of common stock were acquired by certain Selling Stockholders in private transactions from existing shareholders in reliance on the exemption from registration provided by Section 4(a)(7) of the Securities Act. These 6,398,028 shares of common stock were originally issued by the Company on April 29, 2024, pursuant to its Reorganization in connection with its initial public offering and certain related share exchange agreements, in transactions exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act; and (iii) 5,993,255 shares of common stock were issued by the Company on April 29, 2024, pursuant to its Reorganization in connection with its initial public offering and certain related share exchange agreements, in transactions exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act. See “Prospectus Summary—Corporate History and Structure” of this prospectus. For more information, see “Selling Shareholders,” “Incorporation of Documents by Reference” and “Where You Can Find More Information” of this prospectus.

The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See “Plan of Distribution” section of this prospectus for more information.

The Company is not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders. Our common stock is currently traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MWYN.” On November 21, 2025, the closing price as reported on Nasdaq was $0.77 per share.

The Selling Stockholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the Securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10. 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.

The date of this prospectus is ______, 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus, and we take no responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

As used in this prospectus, unless the context indicates or otherwise requires, “the Company,” “our Company,” “the registrant,” “we,” “us,” and “our” refer to Marwynn Holdings, Inc., a Nevada corporation, and its consolidated subsidiaries.

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