
FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42554 MARWYNN HOLDINGS, INC.(Exact name of registrant as specified in its charter) +1 949-706-9966(Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC 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 during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit 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 “accelerated filer”, “large accelerated filer,” “smallerreporting 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ There were 20,194,804 shares of common stock, $0.001 par value, of the registrant issued and outstanding as of March 13,2026. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report (this “Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Actof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Certain statements contained in this Report, which reflect our current views with respect to future events and financialperformance, and any other statements of a future or forward-looking nature constitute “forward-looking statements” within themeaning of the federal securities laws. We intend the forward-looking statements to be covered by the applicable safe harbor under thefederal securities laws. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “could,”“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” or thenegative of these terms or other similar expressions, as well as statements in future tense, identify forward-looking statements.Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications ofwhen such performance or results will be achieved. Forward-looking statements are based on the information we have when thestatements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risksand uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by theforward-looking statements. Forward-looking statements include, but are not limited to, statements about: ●our goals and strategies;●our future business development, results of operations and financial condition;●expected changes in our corporate services income, costs or expenditures;●our dividend policy;●our expectations regarding demand for and market acceptance of our products and services;●our projected markets and growth in markets;●our potential need for additional capital and the availability of such capital;●competition in our industry;●general economic and business conditions in the markets in which we operate;●our ability to meet the Nasdaq Capital Market continued listing requirements;●relevant government policies and regulations relating to our business and industry; and●assumptions underlying or related to any of the foregoing. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from thoseanticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors” andelsewhere in this Report. The factors set forth above under “Risk Factors” and other cautionary statements made in this Report shouldbe read and understood as being applicable to all related forward-looking statements wherever they appear in this Report. The forward-looking stat