Yin Yan and Fulai Wang report 29.68% stake in Marwynn Holdings (MWYN)

Rhea-AI Filing Summary

Yin Yan and Fulai Wang reported significant ownership of Marwynn Holdings, Inc. common stock. They each report beneficial ownership of 5,993,255 shares of common stock, representing 29.68% of the class, based on 20,194,804 shares outstanding as of December 22, 2025, as cited from a company prospectus.

All 5,993,255 shares are held directly by Yin Yan, with Fulai Wang deemed to share voting and dispositive power as her spouse. The filing notes an additional 135,000 shares of Series A Super Voting Preferred Stock held by Yin Yan, which carry 1,000 votes per share but are not convertible into common stock and may be redeemed at par value at the holder’s option.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Marwynn Holdings, Inc.

(Name of Issuer)

Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

573863107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 573863107

1

Names of Reporting Persons

Yin Yan

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,993,255.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,993,255.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,993,255.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

29.68 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Includes 5,993,255 shares of common stock held directly by Yin Yan. Percentage calculated based on 20,194,804 shares of common stock outstanding as of December 22, 2025, pursuant to the Prospectus filed by the registrant with the SEC on December 23, 2025. Does not include 135,000 shares of Series A Super Voting Preferred Stock ("SVPS") held by Yin Yan. Each share of common stock shall be entitled to one (1) vote, and each share of SVPS shall be entitled to one thousand (1,000) votes. SVPS are not convertible into common stock and may be redeemed by the Issuer at par value at the option of the holder.

SCHEDULE 13G

CUSIP No. 573863107

1

Names of Reporting Persons

Fulai Wang

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,993,255.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,993,255.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,993,255.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

29.68 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Includes 5,993,255 shares of common stock held by his spouse Yin Yan, over which Fulai Wang may be deemed to have beneficial ownership. Percentage calculated based on 20,194,804 shares of common stock outstanding as of December 22, 2025, pursuant to the Prospectus filed by the registrant with the SEC on December 23, 2025. Does not include 135,000 shares of Series A Super Voting Preferred Stock ("SVPS") held by Yin Yan. Each share of common stock shall be entitled to one (1) vote, and each share of SVPS shall be entitled to one thousand (1,000) votes. SVPS are not convertible into common stock and may be redeemed by the Issuer at par value at the option of the holder.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Marwynn Holdings, Inc.
(b)	Address of issuer's principal executive offices: 12 Chrysler Unit C, Irvine, CA 92618
Item 2.
(a)	Name of person filing: This statement is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (1) Yin Yan and (2) Fulai Wang
(b)	Address or principal business office or, if none, residence: c/o MARWYNN HOLDINGS, INC. 12 Chrysler Unit C, Irvine, CA 92618
(c)	Citizenship: Yin Yan - United States of America Fulai Wang - United States of America
(d)	Title of class of securities: Shares of Common Stock, par value $0.001 per share
(e)	CUSIP No.: 573863107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Yin Yan 5,993,255 / Fulai Wang 5,993,255 (i) Includes 5,993,255 shares of common stock held by his spouse Yin Yan over which Fulai Wang may be deemed to have beneficial ownership. Fulai Wang and Yin Yan, as husband and wife.
(b)	Percent of class: Yin Yan 29.68 % / Fulai Wang 29.68%( (i) Percentage calculated based on 20,194,804 shares of common stock outstanding as of December 22, 2025, pursuant to the Prospectus filed by the registrant with the SEC on December 23, 2025. Does not include 135,000 shares of Series A Super Voting Preferred Stock ("SVPS") held by Yin Yan. Each share of common stock shall be entitled to one (1) vote, and each share of SVPS shall be entitled to one thousand (1,000) votes. SVPS are not convertible into common stock and may be redeemed by the Issuer at par value at the option of the holder.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Yin Yan 0 / Fulai Wang 0
	(ii) Shared power to vote or to direct the vote: Yin Yan 5,993,255 / Fulai Wang 5,993,255 (i) Includes 5,993,255 shares of common stock held by his spouse Yin Yan over which Fulai Wang may be deemed to have beneficial ownership. Fulai Wang and Yin Yan, as husband and wife.
	(iii) Sole power to dispose or to direct the disposition of: Yin Yan 0 / Fulai Wang 0
	(iv) Shared power to dispose or to direct the disposition of: Yin Yan 5,993,255 / Fulai Wang 5,993,255 (i) Includes 5,993,255 shares of common stock held by his spouse Yin Yan over which Fulai Wang may be deemed to have beneficial ownership. Fulai Wang and Yin Yan, as husband and wife.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Fulai Wang and Yin Yan are husband and wife.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yin Yan

Signature:	/s/ Yin Yan
Name/Title:	Yin Yan
Date:	02/11/2026

Fulai Wang

Signature:	/s/ Fulai Wang
Name/Title:	Fulai Wang
Date:	02/11/2026

Exhibit Information

Exhibit A Joint Filing Agreement, dated as of May 2, 2025, by and between Yin Yan and Fulai Wang.

FAQ

What percentage of Marwynn Holdings (MWYN) does Yin Yan beneficially own?

Yin Yan beneficially owns 5,993,255 shares of Marwynn Holdings common stock, representing 29.68% of the outstanding common shares. This percentage is calculated using 20,194,804 common shares outstanding as of December 22, 2025, as referenced from a company prospectus.

How is Fulai Wang’s ownership in Marwynn Holdings (MWYN) reported?

Fulai Wang is reported to beneficially own 5,993,255 shares of common stock, or 29.68% of the class, through shares held by his spouse, Yin Yan. He is deemed to share voting and dispositive power over these shares as part of their marital relationship.

How many Marwynn Holdings (MWYN) shares are outstanding for this ownership calculation?

The ownership percentages are based on 20,194,804 shares of Marwynn Holdings common stock outstanding as of December 22, 2025. This figure comes from a prospectus filed with the SEC on December 23, 2025, which the reporting persons cite for their calculations.

What is the voting power of Marwynn Holdings’ Series A Super Voting Preferred Stock?

The filing states that each Series A Super Voting Preferred Stock (SVPS) share carries 1,000 votes, while each common share carries one vote. Yin Yan holds 135,000 SVPS shares, which are not convertible into common stock and can be redeemed at par value at the holder’s option.

Do the reported Marwynn Holdings (MWYN) ownership figures include the super voting preferred shares?

No. The 29.68% ownership figure only reflects 5,993,255 common shares. It does not include 135,000 Series A Super Voting Preferred Stock shares held by Yin Yan, which have distinct voting rights but are not counted as common stock in this calculation.

How are voting and dispositive powers over Marwynn Holdings (MWYN) shares allocated between Yin Yan and Fulai Wang?

Both Yin Yan and Fulai Wang report shared voting and shared dispositive power over 5,993,255 common shares. Yin Yan directly holds the shares, while Fulai Wang may be deemed a beneficial owner because the shares are held by his spouse, giving them joint control for reporting purposes.