Material Event (Form 8-K)

Item 8.01. Other Events.

On October 8, 2026, Marwynn Holdings, Inc. (the "Company") entered into a memorandum of understanding (the "MOU") with OmniX Technologies Pte. Ltd., a Singapore private company limited by shares (UEN 202529394M), which is identified in the MOU as the owner and operator of the OmniX platform ("OmniX"). The MOU establishes a framework to evaluate potential cooperation in artificial intelligence ("AI") and high-performance computing infrastructure, AI applications and data analytics, real-world asset ("RWA") and securities infrastructure, distribution and market development, regional market entry, and corporate and capital markets matters.

The parties will evaluate whether the Company, directly or through an affiliate (including NexaCore Technologies, Inc.), may provide AI and high-performance computing services for OmniX platform workloads, including model training, fine-tuning, inference, model serving, data processing, and analytics. They also will evaluate joint development, deployment, and operation of AI services, including agent orchestration, quantitative and trading-strategy support, risk and margin analytics, fraud and market-abuse detection, prediction functions, customer-support automation, and RWA valuation and risk modeling. Potential work also includes data pipelines and governance, and use of AI services in investor education, suitability assessment, and compliance monitoring, subject to applicable law and the MOU's data and confidentiality provisions.

Other areas for evaluation include an operating model for the issuance, custody, trading, settlement, and lifecycle servicing of RWA instruments; regulatory mapping and specification of an initial RWA product; potential distribution through the OmniX platform and the use of the Company's corporate, institutional, and investor relationships; and investor education. The parties also will evaluate a regional hub for AI, computing, and digital financial services serving the Caribbean and Latin America, and structures through which the Company's U.S.-listed position may support the cooperation. The parties may evaluate a strategic investment or other corporate transaction, but the MOU does not commit the Company to any investment, securities issuance, acquisition, or other transaction.

The MOU designates the Company and its affiliates as OmniX's preferred suppliers of computing and AI services required for the OmniX platform in the defined territory, and OmniX as the Company's preferred provider of RWA securities trading infrastructure, multi-asset account technology, and related platform services in that territory. The territory consists of markets in which both parties hold the licenses, registrations, or permissions required for the relevant activity, plus any other markets agreed in writing by the coordination committee.

These preferred-partner provisions are binding obligations as to process and priority, but do not require either party to place or accept an order, transact at any price, or enter into a definitive agreement. For covered requirements, the requesting party must first offer the requirement to the other party before soliciting or concluding an arrangement with a third party, unless the other party declines in writing, does not respond within 15 business days, or cannot meet the requirement on terms that, taken as a whole, are no less favorable than those available from a third party. Exceptions include existing arrangements, requirements of affiliates or existing customers as of the effective date, certain legal, regulatory, or customer constraints, and requirements outside the territory. Either party may terminate its preferred-partner obligations on 30 days' written notice.

The MOU contemplates an indicative four-phase evaluation: mobilization during the first 30 days; assessment during days 31 through 120; potential limited pilots during months five through nine; and potential negotiation and execution of definitive agreements during months ten through eighteen. A coordination committee will oversee the evaluation and review progress at specified review points. The timing is indicative, and neither party is required to commence or continue a workstream or proceed to a later phase.