Marwynn Holdings, Inc.

Marwynn Holdings, Inc. operates in three principal business areas: electronic waste recycling through EcoLoopX Corporation, advanced artificial intelligence application development and related infrastructure solutions through NexaCore Technologies, Inc., and food and non-alcoholic beverage supply chain and brand management services through FuAn Enterprise, Inc. The company's food and beverage supply chain industry is relatively fragmented and highly competitive, with three main competitors in the Asian food and non-alcoholic market: Royal Asia (Tai Foong USA, Inc.), Bibigo (Schwan's Consumer Brands, Inc.), and Anjinomoto Co., Inc. The e-waste reverse supply chain industry is highly competitive and includes established recycling companies, third-party logistics providers, environmental service firms, and specialized supply chain coordinators, with key participants including Waste Management, Inc., Republic Services, Inc., and Sims Lifecycle Services. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure.

Primary competitors named in the filing for the Asian food and non-alcoholic market are Royal Asia (Tai Foong USA, Inc.), Bibigo (Schwan's Consumer Brands, Inc.), and Anjinomoto Co., Inc., which are described as well established, better recognized, more experienced in operating multiple distribution locations and expanding management, and having greater marketing and financial resources. The company currently holds no patents for its big data AI platform or battery processing technologies, limiting its ability to protect intellectual property. The chairperson, chief executive officer, and President, Ms. Yin Yan, controls approximately 90.85% of the aggregate voting power of outstanding voting securities, making the company a controlled company.

The company generates revenue from three sources: sale of food and beverage, consulting services, and sale of recyclable e-waste materials. For the year ended April 30, 2026, two customers accounted for 71% and 12% of total sales. For the year ended April 30, 2025, two customers accounted for 72% and 13% of total sales. The company's food and beverage supply chain business historically focused on sourcing Asian food, snacks, and non-alcoholic beverages, distributing branded goods to mainstream markets, grocery stores, and wholesale/warehouse clubs in the U.S., and providing supply chain consulting and market expansion support.

Through FuAn, the company provides food and beverage supply chain and brand management services, sourcing and distributing food, snacks, and non-alcoholic beverage products, and coordinating transportation, customs clearance, regulatory compliance, warehousing, and distribution. Through EcoLoopX, the company launched its E-waste Business, which currently purchases scrapped copper from e-waste recycling plants for sale, and intends to produce black mass, an intermediate material derived from processed lithium-ion batteries that may contain recoverable metals such as lithium, nickel, cobalt, and copper. Through NexaCore, the company intends to develop enterprise AI applications, including designing and implementing specialized AI computing platforms, custom software applications, managed technical support services, and clean energy infrastructure and solar power plant development. 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 total revenue. For the year ended April 30, 2026, six customers associated with FuAn's business segments attributed to approximately 29% of total revenues.

On March 12, 2025, the company entered into an underwriting agreement and issued and sold an aggregate of 2,000,000 shares of common stock in its initial public offering at an offering price of $4.00 per share, generating gross proceeds of $8,000,000. On April 4, 2025, the representative purchased 50,000 additional shares at $4.00 per share, raising additional gross proceeds of approximately $200,000, for combined gross proceeds of $8,200,000. On October 27, 2025, the company entered into a Securities Purchase Agreement with Reli Home Décor Inc. to sell all shares of its wholly owned subsidiary Grand Forest, and on December 22, 2025, completed the sale. On October 28, 2025, the company entered into and closed a stock purchase agreement with certain investors to purchase an aggregate of 3,140,800 shares of common stock at a purchase price of $0.45 per share, for aggregate gross proceeds of approximately $1,413,360. On November 25, 2025, the company incorporated EcoLoopX Corporation. On March 27, 2026, the company incorporated Nexacore Technologies, Inc. On June 9, 2026, EcoLoopX hired Frank Xu as its sales director.

Total revenues from continuing operations for the year ended April 30, 2026 were $4,243,782, compared to $4,660,069 for the year ended April 30, 2025. Net loss from continuing operations was $3,088,089 for fiscal 2026, compared to net loss from continuing operations of $1,249,006 for fiscal 2025. The company experienced a significant decline in revenue within the FuAn business segment, with revenue declining by 9% compared to fiscal year 2025.

The company's growth strategy is centered on expanding its operating businesses and technology platforms, including EcoLoopX's electronic waste recycling and critical minerals recovery operations and NexaCore's artificial intelligence and AI-enabled energy solutions. 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. The company intends to build a vertically integrated e-waste and battery recycling platform, pairing a national collection network with owned processing infrastructure. For the initial phase, the company intends to focus on establishing executive leadership, launching the collection network, and preparing the company's first facility.

NexaCore intends to engage in the planning, sourcing, construction, and operational management of commercial solar power plants to support the substantial, continuous energy requirements of modern high-density data centers and enterprise AI application platforms. As part of this initiative, the company intends to engage in 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, and engineering, management, and continuous operation of utility-scale solar energy infrastructure.

The company anticipates incurring significant upfront capital expenditures and operating expenses to build out its AI infrastructure and physical battery processing capabilities. The company expects that development cycles are highly capital-intensive and time-consuming, and does not anticipate generating material revenue or achieving substantial commercial milestones from these new business lines in the near term. The company expects to incur substantial losses without generating significant near-term revenue due to recent expansions.

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. The company's growth strategy includes leasing warehouse facilities, acquiring specialized processing equipment, constructing black mass production capabilities, expanding logistics infrastructure, and pursuing strategic acquisitions. These initiatives require significant capital expenditures and working capital.

The company's growth strategy includes leasing warehouse facilities, acquiring specialized processing equipment, constructing black mass production capabilities, expanding logistics infrastructure, and pursuing strategic acquisitions, which require significant capital expenditures and working capital. The company may require additional debt or equity financing to fund future expansion. The company does not intend to pay dividends for the foreseeable future.

The company faces intense competition across all targeted operating segments. The big data AI platform sector is dominated by well-capitalized technology companies with established infrastructure, while the e-waste and battery recycling markets include both legacy processors and rapidly growing specialized firms with advanced or patented processing technologies. The company's management team lacks significant operational experience in the big data AI platform and battery recycling industries. The company currently holds no patents for its big data AI platform or battery processing technologies.

The company's current food and non-alcohol beverage business relies on international supply chains and imported products, exposing it to risks associated with shifting global trade policies, tariffs, and geopolitical tensions. 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. The company has currently paused its imports from China in response to these developments and is actively seeking alternative sourcing arrangements domestically and in other countries where tariff exposure may be lower. During the quarter ended April 30, 2026, the company had two primary vendors located in Taiwan and New Zealand.

The company's management team lacks significant operational experience in the big data AI platform and battery recycling industries, and the company currently holds no patents for its big data AI platform or battery processing technologies. The business model portfolio includes fundamentally unrelated industries with no material operational synergies, which may divide management's attention and strain financial resources. The company has experienced a significant decline in revenue within the FuAn business segment, with revenue declining by 9% compared to fiscal year 2025, and a single customer, Golden Honest Trading Limited, accounted for approximately 71% of total revenue for fiscal 2026. The company has $100,000 in third party financing and $683,662 in unsecured promissory notes to related parties outstanding. The company has failed to comply with the minimum bid price requirement of Nasdaq in the past and received a notice of non-compliance on January 29, 2026, though it regained compliance on July 10, 2026.

Management's message emphasizes a strategic restructuring to optimize shareholder value by shifting focus from low-margin consumer goods distribution to development of energy and technology-focused businesses. While FuAn remains a wholly-owned asset, it is no longer the primary business focus; instead, forward-looking business initiatives and resource allocations are concentrated heavily on developing EcoLoopX for the E-waste Business and NexaCore for AI and Infrastructure Services. Management has identified that the company currently does not have any experience in the E-waste Business or AI and Infrastructure Services. The strategic priorities for the period ahead include developing direct e-waste recycling operations and black mass production capability through EcoLoopX, and exploring advanced artificial intelligence application development and related infrastructure solutions through NexaCore.