Marwynn Holdings Inc美股招股说明书(2025-03-12版)

Marwynn Holdings, Inc._______________________ This is a firm commitment initial public offering of shares of common stock, $0.001 par value per share, ofMarwynn Holdings, Inc. (the “Company,” “Marwynn,” “we,” “our” or “us”). Prior to this offering, there hasbeen no public market for our common stock. The initial public offering price of our shares is $4.00 per share. Our authorized capital stock consists of 45,000,000 shares of common stock, and 5,000,000 shares of preferredstock, par value $0.001 (“Preferred Stock”), among which 135,000 shares of Preferred Stock have beendesignated as “Series A Super Voting Preferred Stock.” Each share of common stock is entitled to one (1) voteand each share of Series A Super Voting Preferred Stock is entitled to one thousand (1,000) votes on any matteron which action of the stockholders of the corporation is sought. The Series A Super Voting Preferred Stockwill vote together with the common stock. The holders of Series A Super Voting Preferred Stock shall not beentitled to receive dividends of any kind or be entitled to any liquidation preference. The Series A PreferredStock shall not be subject to conversion into common stock or other equity authorized to be issued by theCompany. The Series A Super Voting Preferred Stock is redeemable at the election of the holder at aredemption price of $0.001 per share. See “Description of Capital Stock” on page 87 for further details on ourcapital stock. Our common stock has been approved for listing on The Nasdaq Capital Market, or Nasdaq, under the symbol“MWYN.” Our chairperson, chief executive officer and president, Ms. Yin Yan, beneficially owns 7,770,485 shares ofcommon 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 power of our outstanding voting securities after the consummationof this offering, assuming the maximum number of shares of common stock offered hereby are sold (orapproximately 93.74% of the voting power if the underwriters exercise their over-allotment option to purchaseadditional shares of our common stock in full). Approximately 94.56% of Ms. Yin Yan’s voting power stemsfrom 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 controlover the management and affairs of the Company and matters requiring stockholder approval, includingthe election of the Company’s directors. Ms. Yan, who after our initial public offering will control morethan 50% of the voting power of our outstanding capital stock, will have the ability to control theoutcome of matters submitted to our stockholders for approval, including the election of our directors, aswell as the overall management and direction of our Company. For so long as we remain a “controlledcompany” under Nasdaq Marketplace Rule 5615(c), we are permitted to elect, and intend, to rely oncertain exemptions from corporate governance rules of The Nasdaq Capital Market, including: •An exemption from the rule that a majority of our board of directors must be independentdirectors; •An exemption from the rules that our compensation committee and nominating committee becomposed entirely of independent directors;•An exemption from the rule that the compensation of our chief executive officer must bedetermined or recommended solely by independent directors; and•An exemption from the rule that our director nominees must be selected or recommendedsolely by a majority of independent directors or nominating committee comprising solely ofindependent 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. Table of Contents Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense._______________________ (1)Initial public offering price per share is $4.00. The offering size excludes any shares issued pursuant to the exerciseof 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 agreedto issue American Trust Investment Services, Inc., as representative of the underwriters (the “Representative”), onthe closing date of this offering, warrants to purchase shares of common stock in an amount equal to 5% of theaggregate number of shares of common stock sold by us in this offering (the “Representative’s Warrants”). TheseRepresentative’s Warrants will be exercisable on the 180thd