Marwynn Holdings (MWYN) seeks Rule 12b-25 extension for 2026 10-K filing

Rhea-AI Filing Summary

Marwynn Holdings, Inc. notified regulators that it will file its Annual Report on Form 10-K for the year ended April 30, 2026 late. The company is still in discussions with its registered public accounting firm, Enrome LLP, regarding certain open items and cannot complete the required financial information without unreasonable effort or expense.

Marwynn Holdings states that it expects to file the Form 10-K within the time period allowed under Exchange Act Rule 12b-25 or as soon as practicable.

Key Figures

Fiscal year end: April 30, 2026 Extension period: 15 calendar days CEO signatory: Yin Yan

3 metrics

Fiscal year end April 30, 2026 Year ended for the delayed Annual Report on Form 10-K

Extension period 15 calendar days Maximum extension for an annual report under Exchange Act Rule 12b-25(b)

CEO signatory Yin Yan Chief Executive Officer signing the notification of late filing

Key Terms

Rule 12b-25, Annual Report on Form 10-K, registered public accounting firm, Exchange Act

4 terms

Rule 12b-25 regulatory

"time period provided by Exchange Act Rule 12b-25 or as soon as practicable"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the year ended"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

registered public accounting firm financial

"still in discussions with its registered public accounting firm, Enrome LLP"

A registered public accounting firm is an independent accounting practice officially authorized by a financial regulator to audit and report on the financial statements of publicly traded companies. For investors, it acts like a third‑party inspector for a company’s books: its audit and opinions help determine how much you can trust reported profits, losses and risks, and thus influence investment decisions and company valuation.

Exchange Act regulatory

"time period provided by Exchange Act Rule 12b-25"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 04:45 PM Accepted by SEC EDGAR 07/30/2026 - 04:45 PM Learn about SEC filing dates

FAQ

Why did Marwynn Holdings (MWYN) file a Form 12b-25 for its 10-K?

Marwynn Holdings filed a Form 12b-25 because it is still in discussions with its registered public accounting firm, Enrome LLP, about certain open items and cannot complete its Form 10-K for the year ended April 30, 2026 without unreasonable effort or expense.

Which period does Marwynn Holdings’ delayed Form 10-K (MWYN) cover?

The delayed Form 10-K for Marwynn Holdings covers the fiscal year ended April 30, 2026. The company states it needs additional time to finalize the required financial information due to ongoing discussions with its auditor.

How long of an extension does Rule 12b-25 give Marwynn Holdings (MWYN) for its 10-K?

Under Rule 12b-25, an annual report on Form 10-K may be filed up to 15 calendar days after the original due date. Marwynn Holdings indicates it expects to file within this period or as soon as practicable.

Who is the auditor mentioned in Marwynn Holdings’ (MWYN) late filing notice?

Marwynn Holdings identifies Enrome LLP as its registered public accounting firm. The company states it is still in discussions with Enrome LLP regarding certain open items related to the Form 10-K for the year ended April 30, 2026.

Who signed Marwynn Holdings’ (MWYN) Form 12b-25 notification?

The Form 12b-25 notification for Marwynn Holdings was signed by Yin Yan, the company’s Chief Executive Officer, dated July 30, 2026, on behalf of Marwynn Holdings, Inc.

Does Marwynn Holdings (MWYN) expect significant changes in results of operations in the delayed 10-K?

The notice includes the standard question about any significant change in results of operations, but the specific yes or no selection and any related explanation are not provided in the available text.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒  Form 10-K	☐ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN
	☐ Form N-CSR

For Period Ended: April 30, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION

Marwynn Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

2955 Main Street, Ste 100A

Address of Principal Executive Office (Street and Number)

IRVINE, CA, 92614

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III — Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Marwynn Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended April 30, 2026 because the Company is still in discussions with its registered public accounting firm, Enrome LLP, on certain open items and cannot complete the preparation of the required financial information within the prescribed time period without unreasonable effort or expense. The Company hopes to file the Form 10-K within the time period provided by Exchange Act Rule 12b-25 or as soon as practicable.

Part IV — Other Information

(1) Name and telephone number of person to contact in regard to this notification.

	Yin Yan		949-706-9966
	(Name)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes ☒ No
	If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Marwynn Holdings, Inc.
Date: July 30, 2026	By:	/s/ Yin Yan
		Yin Yan
		Chief Executive Officer

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