Sec Form 13G Filing - Yin Yan @ Marwynn Holdings, Inc. Common stock

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MARWYNN HOLDINGS, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

573863107

(CUSIP Number)

03/11/2025

(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

Names of Reporting Persons

Yin Yan

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,993,255.00
6	Shared Voting Power 7,770,485.00
7	Sole Dispositive Power 5,993,255.00
8	Shared Dispositive Power 7,770,485.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,770,485.00

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

Checkbox not checked

Percent of class represented by amount in row (9)

45.56 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) Includes 5,993,255 shares of common stock held directly by Yin Yan and 1,777,230 shares of common stock held by her spouse Fulai Wang, over which Yin Yan may be deemed to have beneficial ownership. (2) Percentage calculated based on 17,054,004 shares of common stock outstanding as of April 24, 2025, pursuant to the form 10-Q for the quarterly period ended January 31, 2025 filed by the registrant with the SEC. 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

Names of Reporting Persons

Fulai Wang

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,777,230.00
6	Shared Voting Power 7,770,485.00
7	Sole Dispositive Power 1,777,230.00
8	Shared Dispositive Power 7,770,485.00

Aggregate Amount Beneficially Owned by Each Reporting Person

7,770,485.00

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

Checkbox not checked

Percent of class represented by amount in row (9)

45.56 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) Includes 1,777,230 shares of common stock held directly by Fulai Wang and 5,993,255 shares of common stock held by his spouse Yin Yan. over which Fulai Wang may be deemed to have beneficial ownership. (2) Percentage calculated based on 17,054,004 shares of common stock outstanding as of April 24, 2025, pursuant to the form 10-Q for the quarterly period ended January 31, 2025 filed by the registrant with the SEC. 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 7,770,485(i) / Fulai Wang 7,770,485(ii) (i) Includes 5,993,255 shares of common stock held directly by Yin Yan and 1,777,230 shares of common stock held by her spouse Fulai Wang over which Yin Yan may be deemed to have beneficial ownership. (ii) Includes 1,777,230 shares of common stock held directly by Fulai Wang and 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 45.56%(i) / Fulai Wang 45.56%(ii) (i) Percentage calculated based on 17,054,004 shares of common stock outstanding as of April 24, 2025, pursuant to the form 10-Q for the quarterly period ended January 31, 2025 filed by the registrant with the SEC. 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. (ii) Percentage calculated based on 17,054,004 shares of common stock outstanding as of April 24, 2025, pursuant to the form 10-Q for the quarterly period ended January 31, 2025 filed by the registrant with the SEC. 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 5,993,255 / Fulai Wang 1,777,230

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

Yin Yan 5,993,255/ Fulai Wang 1,777,230

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

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)(K), so indicate under Item 3(k) 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:	05/02/2025

Fulai Wang

Signature:	/s/ Fulai Wang
Name/Title:	Fulai Wang
Date:	05/02/2025

Exhibit Information

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

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Sec Form 13G Filing - Yin Yan filing for - 2025-05-02