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

2,000,000Shares ofCommonStock Marwynn Holdings, Inc._______________________ This is a firm commitment initial public offering of shares of common stock, $0.001par 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 ourcommon stock. The initial public offering price of our shares is $4.00 per share. Our authorized capital stock consists of 45,000,000shares of common stock, and5,000,000shares of preferred stock, par value $0.001 (“Preferred Stock”), amongwhich 135,000shares of Preferred Stock have been designated as “Series A SuperVoting Preferred Stock.” Each share of common stock is entitled to one (1)vote andeach share of SeriesA Super Voting Preferred Stock is entitled to one thousand(1,000) votes on any matter on which action of the stockholders of the corporation issought. The SeriesA Super Voting Preferred Stock will vote together with the commonstock. The holders of SeriesA Super Voting Preferred Stock shall not be entitled toreceive dividends of any kind or be entitled to any liquidation preference. TheSeriesA Preferred Stock shall not be subject to conversion into common stock orother equity authorized to be issued by the Company. The SeriesA Super VotingPreferred 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 detailson our capital stock. Our common stock has been approved for listing on The Nasdaq Capital Market, orNasdaq, under the symbol “MWYN.” Our chairperson, chief executive officer and president, Ms.Yin Yan, beneficiallyowns 7,770,485shares of common stock and all 135,000 shares of Series A Super VotingPreferred Stock. Ms. Yin Yan is expected to control approximately 93.93% of thevoting power of our outstanding voting securities after the consummation of thisoffering, assuming the maximum number of shares of common stock offered hereby aresold (or approximately 93.74% of the voting power if the underwriters exercise theirover-allotment option to purchase additional shares of our common stock in full).Approximately94.56% of Ms. Yin Yan’s voting power stems from her holdings of theSeries A Super Voting Preferred Stock. As a result, wewill be a “controlledcompany” within the meaning of the listing rules of The Nasdaq Capital Market. Aslong as Ms.Yin Yan holds more than 50%of the Company’s voting power,shewill exercise control over the management and affairs of the Companyandmatters requiring stockholder approval,including the election of theCompany’sdirectors.Ms.Yan,who after our initial public offering willcontrolmore than 50%of the voting power of our outstanding capital stock,willhave the ability to control the outcome of matters submitted to ourstockholdersfor approval,including the election of our directors,as wellasthe overall management and direction of our Company.For so long as weremaina“controlled company”under Nasdaq Marketplace Rule 5615(c),wearepermitted to elect,and intend,to rely on certain exemptions fromcorporategovernance rules of The Nasdaq Capital Market,including: •Anexemption from the rule that a majority of our board ofdirectorsmust be independent directors;•Anexemption from the rules that our compensation committee andnominatingcommittee be composed entirely of independent directors;•Anexemption from the rule that the compensation of our chiefexecutiveofficer must be determined or recommended solely byindependentdirectors;and •Anexemption from the rule that our director nominees must beselectedor recommended solely by a majority of independentdirectorsor nominating committee comprising solely of independentdirectors. Investingin our common stock involves a high degree of risk.See“RiskFactors”beginning on page13.You should carefully consider these riskfactors,as well as the information contained in this prospectus,beforepurchasingany of the securities offered by this prospectus. Table of Contents Neitherthe Securities and Exchange Commission(the“SEC”)nor any statesecuritiescommission has approved or disapproved of these securities ordeterminedif this prospectus is truthful or complete.Any representationtothe contrary is a criminal offense._______________________ (1)Initial public offering price per share is $4.00. The offering size excludes any shares issuedpursuant to the exercise of the over-allotmentoption.(2)We have agreed to pay the underwriters a discount equal to 8% of the gross proceeds of theoffering. We have agreed to issue American Trust Investment Services, Inc., as representativeof the underwriters (the “Representative”), on the closing date of this offering, warrantsto purchase shares of common stock in an amount equal to 5% of the aggregate number of sharesof common stock sold by us in this offering (the “Representative’s Warrants”). TheseRepresentative’s Warrants will be exercisable on the 180thday after the effective date ofthis registration stat