NASDAQ: MWYN

Food and
Beverage Services

Through FuAn,
we provide food and beverage supply chain and brand management services in the United States. FuAn was incorporated in California on
April 18, 2016 and historically focused on sourcing authentic premium Asian foods, snacks and non-alcoholic beverages, distributing branded
products in the U.S. market, and providing related brand management services.

Beginning
in early 2025, increased tariffs on goods imported from China adversely affected FuAn’s traditional sourcing model. In response,
we began transitioning our product portfolio from imported Asian food and beverage products toward domestically sourced products. This
transition remains ongoing.

Corporate
Reorganization and Discontinued Home Improvement Business

Prior to
the reorganization described below, our business was operated by the following entities: (1) FuAn, which was incorporated in the
state of California on April 18, 2016, and is primarily engaged in sourcing authentic premium Asian foods, snacks and non-alcoholic
beverages, distributing the branded goods in the U.S. market, and providing brand management services; and (2) Grand Forest
Cabinetry Inc (“Grand Forest”), incorporated in the state of California on February 22, 2021, and KZS Kitchen Cabinet & Stone
Inc (“KZS”), incorporated in the state of California on October 11, 2018 and merged with and into Grand Forest on June 1,
2024. Following the merger, all of the home improvement business were conducted under Grand Forest, which was engaged in the sale of
high-quality indoor home improvement products sourced from international suppliers.

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On April 29,
2024, Yin Yan (our chairperson, chief executive officer and president, and spouse of Fulai Wang), Fubao Wang, Xiangjing Wu, Gang Wu,
Dan Yu, and Qiang Zhang, as the stockholders of FuAn, entered into a share exchange agreement with Marwynn to transfer all of their ownership
in FuAn for 7,399,080 shares of common stock of Marwynn (“FuAn Transaction”). On April 25, 2024, Hong Le Liang, Sen
Zhong (spouse of Zhifen Zhou, our former chief financial officer, secretary and director) and Fu Lai Wang (spouse of Yin Yan, our chairperson,
chief executive officer and president), as the stockholders of Grand Forest, entered into a share exchange agreement with Marwynn to
transfer all of their ownership in Grand Forest for 4,976,244 shares of common stock of Marwynn (“Grand Forest Transaction”).
On April 25, 2024, Hong Le Liang and Jiechun Wu, as the stockholders of KZS, entered into a share exchange agreement with Marwynn
to transfer all of their ownership in KZS for 2,132,676 shares of common stock of Marwynn (“KZS Transaction”). On April 30,
2024, the FuAn Transaction, Grand Forest Transaction and KZS Transaction closed, and Marwynn issued a total of 14,508,004 shares of its
common stock to the stockholders of FuAn, Grand Forest and KZS. As a result of the share exchanges, all the stockholders of FuAn,
Grand Forest and KZS became the stockholders of Marwynn and Marwynn became the parent of FuAn, Grand Forest and KZS (the “Reorganization”).

In an effort
to consolidate the operation of the home improvement business, on June 1, 2024, KZS merged with and into Grand Forest with Grand
Forest being the surviving entity (the “Merger”). Following the Merger, all of the home improvement business was housed under
Grand Forest. Grand Forest remained a wholly-owned subsidiary of Marwynn until its sale in 2025.

On October
27, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Reli Home Décor
Inc., a California corporation (the “Buyer”), solely for the purposes of selling all of the shares it owns in its wholly
owned subsidiary, Grand Forest. On December 22, 2025, the Company completed the sale of all of its equity interests of Grand Forest to
the Buyer. Following the sale of Grand Forest, the Company is no longer an indoor home improvement supply chain provider.

Recent
Events and Developments

On October
27, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Reli Home Décor
Inc., a California corporation (the “Buyer”), solely for the purposes of selling all of the shares it owns in its wholly
owned subsidiary, Grand Forest Cabinetry Inc., a California corporation (“Grand Forest”). Grand Forest is engaged in the
business of indoor home improvement supply chain management. On December 22, 2025, the Company completed the sale of all of its equity
interests of Grand Forest to the Buyer. Following the sale of Grand Forest, the Company is no longer an indoor home improvement supply
chain provider.

On November
25, 2025, the Company incorporated EcoLoopX Corporation to explore and develop our E-waste Business. On June 9, 2026, the Company hired
Frank Xu as Sales Director for EcoLoopX to focus on diversifying its e-waste collection channels, building out corporate B2B electronic
disposal networks, and supporting business development initiatives throughout the United States.

On March
27, 2026, the Company incorporated Nexacore Technologies, Inc. to explore and develop our business for AI & Infrastructure Services.

Our Services
and Products

The Company
is maintaining its food and beverage supply chain company but has prioritized the development of our E-waste Business and AI and Infrastructure
Services.

Food
and Beverage Supply Chain and Brand Management Solutions

Historically,
FuAn’s food and beverage supply chain business focused on sourcing Asian food, snacks, and non-alcoholic beverages, and distributing
the branded goods to mainstream markets, grocery stores and wholesale/warehouse clubs in the U.S. In addition, FuAn provides supply
chain consulting, and market expansion support for businesses. The Company continues to operate its traditional international trading
business; however, it has reallocated its strategic emphasis toward an energy-focused business.

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During 2025
and continuing into 2026, the United States has introduced trade policy actions that have increased import tariffs across a wide range
of countries at various rates. Our current food and non-alcohol beverage business relies on international supply chains and imported
products. This dependence exposes us to risks associated with shifting global trade policies, tariffs, and geopolitical tensions and
may increase our cost of goods sold.

As a result,
for our Food and Beverage Services, we are actively pursuing alternative sourcing strategies and diversifying our supply base. During
the quarter ended April 30, 2026, we had two primary vendors located in Taiwan and New Zealand. As we continue to try to expand our business
operations and develop relationships with new suppliers and retail partners, we may encounter additional risks associated with supplier
reliability, product quality control, logistics coordination, and regulatory compliance across multiple jurisdictions. Our expansion
efforts may also require increased working capital, new operational infrastructure, and additional personnel, which could increase our
operating expenses.

As our growth
strategy develops, we have reallocated its strategic emphasis toward an energy and technology-focused business. See “Risk Factors”
for additional information.

Typical
Flow of our Supply Chain Platform

FuAn sources
and distributes food, snacks, and non-alcoholic beverage products, and coordinates transportation, customs clearance, regulatory compliance,
warehousing, and distribution in connection with customer orders.

In addition,
we provide specific services to clients who may only require certain aspects of our expertise.

Our
Products and Customers

Currently,
we are limiting our offerings to certain frozen foods, dry groceries, snacks, and non-alcoholic beverages.

Our customers
at FuAn are primarily wholesalers in the food and beverage industry who rely on our expertise to source premium Asian related products
and/or to manage their supply chains efficiently. As of April 30, 2026, six customers associated with FuAn’s business segments
attributed to approximately 29% of our total revenues.

For the year ended April 30, 2026, two customers accounted for
71% and 12% of the Company’s total sales. As of April 30, 2026, four customers accounted for 62 %, 11%, 11% and 11% of the
Company’s total outstanding accounts receivable balance, respectively. For the year ended April 30, 2025, two customers
accounted for 72% and 13% of the Company’s total sales. As of April 30, 2025, three customers accounted for 34%, 33% and 33%
of the Company’s total outstanding accounts receivable balance, respectively.

Competition

The global
food and beverage supply chain and brand management solutions market is relatively fragmented and highly competitive. There are three
main competitors in our Asian food and non-alcoholic market (Royal Asia (Tai Foong USA, Inc.), Bibigo (Schwan’s Consumer Brands,
Inc.) and Anjinomoto Co., Inc.). These companies are well established, better recognized and more experienced in operating multiple distribution
locations and expanding management, and have greater marketing and financial resources than we do.

E-Waste
Business

Through our
wholly-owned subsidiary, EcoLoopX Corporation (“EcoLoopX”), we launched our E-waste Business. In May 2026, the Company decided
to become a direct e-waste recycling operator and announced plans that it intends to produce “black mass” - a critical intermediate
material in the lithium-ion battery recycling value chain. EcoLoopX is in the process of evaluating its options for entering into the
black mass business, including a greenfield project and/or acquisition of existing facility. EcoLoopX’s proposed E-waste Business
includes:

●
Direct physical sorting, dismantling, and mechanical
shredding of end-of-life electronics and batteries.

●
High-purity chemical and mechanical separation to extract
commodity-grade battery feedstock.

●
Upstream aggregation and multi-jurisdictional sourcing
of enterprise IT assets and distributors.

●
Comprehensive hazardous materials regulatory compliance,
logistics tracking, and cross-border environmental documentation management.

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EcoLoopX’s
long-term strategy combines nationwide collection and reverse logistics with owned processing infrastructure, including leased warehouse
facilities, black mass production, and downstream battery material processing. Currently, EcoLoopX purchases scrapped copper from e-waste
recycling plants for sale. For the fiscal year ended April 30, 2026, EcoLoopX sold waste recycled copper materials to Golden Honest Trading
Limited, which sales accounted for approximately 71% of our total revenue.

AI
and Infrastructure Services

Through the
wholly-owned subsidiary, NexaCore Technologies, Inc. (“NexaCore”), we intend to explore and develop our AI and Infrastructure
Services, which includes:

● Enterprise
AI Application. NexaCore intends to designs, develops, and implements specialized artificial
intelligence (AI) computing platforms, custom software applications, and managed technical
support services tailored for enterprise clients. This includes delivering secure, managed
cloud environments and Infrastructure-as-a-Service (IaaS) solutions optimized specifically
for high-throughput, data-intensive AI workloads.

● Clean
Energy Infrastructure & Solar Power Plant Development. To directly support the substantial,
continuous energy requirements of modern high-density data centers and enterprise AI application
platforms, NexaCore intends to engage in the planning, sourcing, construction, and operational
management of commercial solar power plants. This integrated approach allows us to secure
reliable, sustainable, and cost-effective green energy infrastructure, minimizing carbon
footprints while insulating our data ecosystems from grid volatility.

As a part
of this initiative, we intend to engage in the following:

● Deployment
of enterprise-grade AI software applications and deep learning model processing services.

● Provisioning
of IaaS and cloud storage optimized for high-density enterprise environments.

● Sourcing,
land acquisition, and project development for high-density data centers.

● Engineering,
management, and continuous operation of utility-scale solar energy infrastructure.

As of the
date of this filing, our AI and Infrastructure Services are in the exploration and development stage and are not yet fully operational.

Strategic
Business Realignment

During the
fiscal year 2025, management implemented a strategic restructuring to try to optimize shareholder value by shifting its focus from low-margin
consumer goods distribution to development of its energy and technology-focused businesses. While FuAn remains a wholly-owned asset,
it is no longer our primary business focus. Instead, our forward-looking business initiatives and resource allocations are concentrated
heavily on developing (i) EcoLoopX for our E-waste Business, and (ii) NexaCore for our AI and Infrastructure Services.

We currently
do not have any experience in the E-waste Business or AI and Infrastructure Services. We have hired Frank Xu as sales directors for EcoLoopX
to focus on diversifying e-waste collection channels, building out corporate B2B electronic disposal networks, and to assist with business
development initiatives throughout the US. We intend to build a vertically integrated e-waste and battery recycling platform, pairing
a national collection network with owned processing infrastructure. As operations scale, the workforce will transition from logistics
to a full-scale industrial team spanning procurement, manufacturing, and engineering, with hiring carefully paced to support revenue
growth. For our initial phase, we intend to focus on establishing executive leadership, launching the collection network, and preparing
the company’s first facility.

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Our Intellectual
Property

We rely on
a combination of trademarks, and trade secret laws in the United States and other jurisdictions, as well as license agreements,
confidentiality procedures, non-disclosure agreements with third parties, and other contractual protections, to protect our intellectual
property rights.

We currently
do not own any registered trademarks or patents.

Unauthorized
parties may attempt to infringe our intellectual property rights through unauthorized use, misappropriation or other means to undermine
our business. Monitoring unauthorized use of our intellectual property is practically challenging and could be costly, and we cannot
be certain that the steps we have taken will prevent unauthorized use or misappropriation of our intellectual property, including but
not limited to our trademarks, logos, or designs. From time to time, we may have to resort to litigation to enforce our intellectual
property rights, which could result in substantial costs and diversion of our resources.

We own the
domain name for our websites www.marwynnholdings.com and www.fuanus.com.

Our Corporate
Information

Our principal
executive office is located at c/o Marwynn Holdings, Inc., 2955 Main Street, Ste 100A, Irvine, CA 92614. The telephone number of
our principal executive office is 949-706-9966.

Implications
of Being an Emerging Growth Company

In addition,
Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.

We will remain
an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds
$700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with
it in the JOBS Act.

Implications
of Being a Smaller Reporting Company

Additionally,
we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years
of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the
market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second
fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market
value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal
quarter.

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Implication
of Being a Controlled Company

Our chairperson,
chief executive officer, and President, Ms. Yin Yan, currently controls approximately 90.85% of the aggregate voting power of our outstanding
voting securities. As a result, we will be deemed a “controlled company” within the meaning of the Nasdaq Marketplace Rule 5615(c). As
a controlled company, we are permitted and intend to elect to rely on certain exemptions from corporate governance rules of The Nasdaq
Capital Market, including:

●
An exemption from the rule
that a majority of our board of directors must be independent directors;

●
An exemption from the rules
that our compensation committee and nominating committee be composed entirely of independent directors;

●
An exemption from the rule
that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

●
An exemption from the rule
that our director nominees must be selected or recommended solely by a majority of independent directors or nominations committee
comprising solely of independent directors.

We have elected
to rely on some of the “controlled company” exemptions. Our nominating and corporate governance and compensation committees
will not consist entirely of independent directors.

Government
Regulations

FuAn

Legal compliance
is important to our operations. We are required to comply, and it is our policy to comply, with all applicable laws in the numerous jurisdictions
in which we do business.

As a marketer
and distributor of food products in the U.S., we are subject to the Federal Food, Drug and Cosmetic Act and regulations promulgated thereunder
by the U.S. Food and Drug Administration (the “FDA”). The FDA regulates food safety and quality through various statutory
and regulatory mandates, including manufacturing and holding requirements for foods through good manufacturing practice regulations,
hazard analysis and critical control point requirements for certain foods, and the food and color additive approval process. The agency
also specifies the standards of identity for certain foods, prescribes the format and content of information required to appear on food
product labels, regulates food contact packaging and materials, and maintains a Reportable Food Registry for the industry to report when
there is a reasonable probability that an article of food will cause serious adverse health consequences. For certain product lines,
we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Perishable Agricultural Commodities
Act, the Packers and Stockyard Act and regulations promulgated by the USDA to interpret and implement these statutory provisions. The
USDA imposes standards for product safety, quality and sanitation through the federal meat and poultry inspection program. The USDA reviews
and approves the labeling of these products and also establishes standards for the grading and commercial acceptance of produce shipments
from our suppliers. We are also subject to the Public Health Security and Bioterrorism Preparedness and Response Act of 2002,
which imposes certain registration and record keeping requirements on facilities that manufacture, process, pack or hold food for human
or animal consumption.

The recently
published and pending rules under the Food Safety Modernization Act (“FSMA”) will significantly expand food safety requirements,
including those which impact our business. Among other things, FDA regulations implementing the FSMA require us to establish and maintain
comprehensive, prevention-based controls across the food supply chain that are both verified and validated. The FSMA also imposes new
requirements for food products imported into the U.S. and provides the FDA with mandatory recall authority.

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FuAn and
our food and beverage products are also subject to state and local regulation through such measures as the licensing of our facilities;
enforcement by state and local health agencies of state and local standards for our products; and regulation of our trade practices in
connection with the sale of our products. Our facilities are subject to regulations issued pursuant to the U.S. Occupational Safety
and Health Act by the U.S. Department of Labor. These regulations require us to comply with certain manufacturing, health and safety
standards to protect employees from accidents and to establish hazard communication programs to transmit information on the hazards of
certain chemicals which may be present in products that we distribute.

Our distribution
facilities must be registered with the FDA biennially and are subject to periodic government agency inspections by the FDA and USDA. Our
facilities are generally inspected at least annually by federal and/or state authorities.

Our business
and employment practices are also subject to regulation by numerous federal, state and local regulatory agencies, including, but not
limited to, the U.S. Department of Labor, which sets employment practice standards for workers. Additionally, our business relies
heavily on third-party logistics. We must ensure that our cooperators and third-party logistics providers comply with regulations set
forth by and the U.S. Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway
Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively
regulate our trucking business through the regulation of operations, safety, insurance and hazardous materials. We must comply with the
safety and fitness regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol
testing and hours of service. Such matters as weight and dimension of equipment also fall under federal and state regulations. We
also are subject to federal and state immigration laws, regulations and programs that regulate our ability to hire or retain foreign
employees. In addition, we are subject to the U.S. False Claims Act, and similar state statutes, which prohibit the submission of
claims for payment to the government that are false and the knowing retention of overpayments.

Our operations
are also subject to a broad range of U.S. federal, state, and local environmental laws and regulations, as well as zoning and building
regulations. Environmental laws and regulations cover a variety of procedures, including appropriately managing wastewater and stormwater;
complying with clean air laws; proper handling and disposal of solid and hazardous wastes; and protecting against and appropriately investigating
and remediating spills and releases. For the fiscal year ended April 30, 2023, the costs of managing our compliance with environmental
laws and regulations was nominal.

The U.S. Foreign
Corrupt Practices Act (“FCPA”) prohibits bribery of public officials to obtain or retain business in foreign jurisdictions.
The FCPA also requires us to keep accurate books and records and to maintain internal accounting controls to detect and prevent bribery
and to ensure that transactions are properly authorized. We have implemented appropriate policy and will continue to maintain a robust
anti-corruption compliance program applicable to our operations.

For the purchase
of items produced, harvested or manufactured outside of the U.S., we are subject to applicable customs laws regarding the import and
export of various products. Certain activities, including working with customs brokers and freight forwarders, are subject to applicable
regulation by U.S. Customs and Border Protection, which is a part of the Department of Homeland Security.

Employees
and Human Capital Resources

As of April 30,
2026, we had a total of 2 full-time employees, both of whom served in management positions.. We believe that we maintain a satisfactory
working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff
for our operations. None of our employees is represented by a labor union.

Employee
Engagement, Talent Development & Benefits. We believe that our future success largely depends upon our continued ability
to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, and intend to provide
opportunities for equity ownership.

Diversity,
Inclusion, and Culture. Much of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity
at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe that
our business benefits from the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive
and positive culture based on our shared mission and values.

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