UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 27, 2026
MARWYNN HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42554 | 99-1867981 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 12 Chrysler Unit C Irvine,CA | 92618 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 949-706-9966
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class Symbol(s) on which registered | Trading | Name of each exchange | ||
| Common Stock, par value $0.001 per share | MWYN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountants.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 30, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Marwynn Holdings, Inc. (the “Company”) dismissed Golden Eagle CPAs LLC (“GE”) as the Company’s independent registered public accounting firm.
The reports of GE on the consolidated financial statements of the Company as of and for the two most recent fiscal years ended April 30, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report on the consolidated financial statement of the Company for the year ended April 30, 2025 contained an uncertainty about the Company’s ability to continue as a going concern.
During the two most recent fiscal years ended April 30, 2025 and 2024, and during the interim period through March 30, 2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and GE on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to GE’s satisfaction, would have caused GE to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided GE with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that GE furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter provided by GE, dated March 30, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
Acting upon the recommendation of the Audit Committee, on March 27, 2026, the Company entered into the engagement with Enrome LLP (“Enrome”) to serve as its independent registered public accounting firm for the fiscal year ending April 30, 2026. During the Company’s two most recent fiscal years ended April 30, 2025 and 2024, and during the interim period through March 26, 2026, neither the Company nor anyone acting on its behalf consulted with Enrome regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 16.1 | Letter from Golden Eagle CPAs LLC, dated April 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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 hereunto duly authorized.
| Marwynn Holdings, Inc. | ||
| By: | /s/ Yin Yan | |
| Name: | Yin Yan | |
| Date: April 1, 2026 | Title: | Chief Executive Officer and Chairperson |
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