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
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 573863107 |
| 1 | Names of Reporting Persons
Zhifen Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,843,568.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.67 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Includes 2,843,568 shares of common stock held directly by Zhifen Zhou's spouse Sen Zhong over which Zhifen Zhou 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.
SCHEDULE 13G
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| CUSIP No. | 573863107 |
| 1 | Names of Reporting Persons
Sen Zhong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,843,568.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.67 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The 2,843,568 shares of common stock are held directly by Sen Zhong. Zhifen Zhou and Sen Zhong are husband and wife, and Zhifen Zhou may be deemed to have beneficial ownership over the 2,843,568 shares. (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.
SCHEDULE 13G
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| 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) Zhifen Zhou and (2) Sen Zhong | |
| (b) | Address or principal business office or, if none, residence:
c/o MARWYNN HOLDINGS, INC. 12 Chrysler Unit C, Irvine, CA 92618 | |
| (c) | Citizenship:
Zhifen Zhou - United States of America Sen Zhong - People's Republic of China | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Zhifen Zhou 2,843,568(i) / Sen Zhong 2,843,568(i) (i) The 2,843,568 shares of common stock are held directly by Sen Zhong. Sen Zhong and Zhifen Zhou are husband and wife, and Zhifen Zhou may be deemed to have beneficial ownership over the shares. | |
| (b) | Percent of class:
Zhifen Zhou 16.67%(i) / Sen Zhong 16.67%(i) (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 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Zhifen Zhou 0 (i) / Sen Zhong 2,843,568 (i) (i) The 2,843,568 shares of common stock are held directly by Sen Zhong. Sen Zhong and Zhifen Zhou are husband and wife, and Zhifen Zhou may be deemed to have beneficial ownership over the shares. | ||
| (ii) Shared power to vote or to direct the vote:
Zhifen Zhou 2,843,568(i) / Sen Zhong 2,843,568(i) (i) Includes 2,843,568 shares of common stock held directly by Zhifen Zhou's spouse Sen Zhong over which Zhifen Zhou may be deemed to have beneficial ownership. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Zhifen Zhou 0(i) / Sen Zhong 2,843,568(i) (i) The 2,843,568 shares of common stock are held directly by Sen Zhong. Sen Zhong and Zhifen Zhou are husband and wife, and Zhifen Zhou may be deemed to have beneficial ownership over the shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Zhifen Zhou 2,843,568(i) / Sen Zhong 2,843,568(i) (i) Includes 2,843,568 shares of common stock held directly by Zhifen Zhou's spouse Sen Zhong over which Zhifen Zhou may be deemed to have beneficial ownership. | ||
| 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
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| 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
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| 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.
Sen Zhong and Zhifen Zhou are husband and wife. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A Joint Filing Agreement, dated as of May 2, 2025, by and between Zhifen Zhou and Sen Zhong. |