Marwynn Holdings Inc 2024年度报告

FORM10-K ☒Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedApril 30,2025 OR ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number:001-42554 MARWYNN HOLDINGS, INC.(Exact name of registrant as specified in its charter) Nevada99-1867981(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (Address of principal executive offices)(Zip Code) +1 949-706-9966(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered The Nasdaq Stock Market LLC Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of October 31, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s commonstock was not listed on any exchange or over-the-counter market. The registrant’s common stock began trading on The Nasdaq CapitalMarket on March 13, 2025. As of August 7, 2025, there were17,054,004shares of common stock, $0.001 par value, issued and outstanding DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART I1Item 1Business1Item 1ARisk Factors16Item 1BUnresolved Staff Comments37Item 1CCybersecurity37Item 2Properties38Item 3Legal Proceedings38Item 4Mine Safety Disclosures38PART II39Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities39Item 6[Reserved]40Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7AQuantitative and Qualitative Disclosures About Market Risk53Item 8Consolidated Financial Statements and Supplementary Data53Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9AControls and Procedures53Item 9BOther Information53Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections53PART III54Item 10Directors, Executive Officers and Corporate Governance54Item 11Executive Compensation59Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63Item 13Certain Relationships and Related Transactions and Director Independence65Item 14Principal Accountant Fees and Services67PART IVItem 15Exhibits