MVNC 8-K
Marvion Inc. (MVNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): April 1, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code +
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 (see General Instruction A.2 below):
| 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 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A |
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 1.01 Entry into a Material Definitive Agreement.
On April 1, 2025, United Warehouse Management Limited (“UWML), a wholly owned subsidiary of Marvion Inc. (“MVNC”) , and Kwai Bon Transportation Limited (the “Customer”) entered into a Warehouse Storage Service Agreement (the “Agreement”) pursuant to which the Customer will pay a monthly fee of HKD $235,000 (approximately USD $30,128) for the use of a 17,000 square feet storage space in the UWML warehouse facility, for a period of Two (2) years, commencing April 1, 2025, and ending March 31, 2027. Thereafter, the agreement will automatically renew for an additional one year period unless earlier terminated upon three months prior written notice.
The foregoing descriptions of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Exhibit | |
| 10.1 | Warehouse Storage Service Agreement, dated April 1, 2025, by and between United Warehouse Management Limited and Kwai Bon Transportation Limited. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
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.
| Marvion Inc. | ||
| Dated: April 3, 2025 | ||
| By: | /s/ CHAN Sze Yu | |
| CHAN Sze Yu | ||
| Chief Executive Officer | ||
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Exhibit 10.1
# **WAREHOUSE STORAGE AGREEMENT**
**Party A:** United Warehouse Management Limited
**Party B:** Kwai Bon Transportation Limited
**Storage Location:** Lot No. 1298 in D.D. 119 (hereinafter referred to as "the Premises")
**Storage Area:** Underground level of Lot No. 1298 in D.D. 119
(Covered area of 17,000 square feet)
**Storage Term:**
- **Fixed Term:** From **1st April 2025 to 31st March 2027 (2 years)**
- **Renewable Term:** From **1st April 2027 to 31st March 2028 (1 year, subject to renewal)**
**Storage Fee:** **HKD $235,000.00 per month**
This Agreement is made and entered into on **14th March 2025** by and between Party A and Party B.
The details of **Party A, Party B, Storage Location, Storage Area, Storage Term, and Storage Fee** are specified in **Schedule 1** hereto. Both parties agree to comply with and perform the following terms and conditions:
### **TERMS AND CONDITIONS**
1. **Payment of Storage Fees**
- Party B shall pay the designated storage fee to Party A on the **first day of each month** during the Storage Term.
- If Party B fails to pay the storage fee within **14 days** of the due date, Party A shall have the right to take appropriate action to recover the outstanding amount.
- Any goods stored by Party B within the Premises shall be deemed **abandoned**, and all related costs shall constitute a debt owed by Party B to Party A.
2. **Permitted Use**
- Party B shall use the Premises **solely for storage purposes**.
3. **Compliance with Laws**
- Party B shall comply with all **laws, regulations, and rules** of the Hong Kong Special Administrative Region, as well as any relevant covenants applicable to the Premises.
4. **Utility Payments**
- Party B shall be responsible for all **water, electricity, gas, telephone, and other miscellaneous charges** related to the Premises during the Storage Term.
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5. **Maintenance & Repairs**
- Party B shall maintain the Premises in **good repair** (excluding natural wear and tear or inherent defects).
- Upon expiry or termination of this Agreement, Party B shall return the Premises in the **same condition** as at the commencement of the Storage Term.
6. **Prohibited Items**
- Party B shall **not store any prohibited items** or materials that violate fire safety regulations.
7. **Government Rates & Rent**
- Party A shall be responsible for paying **government rates and land rent** for the Premises.
8. **Government Resumption**
- If the government reclaims the Premises during the Storage Term, Party B shall **vacate the Premises unconditionally** and remove all stored goods as required by Party A.
9. **Security Deposit**
- Party B shall provide a **Security Deposit** (as specified in Schedule 1) to guarantee compliance with this Agreement.
- If Party B **breaches any terms**, Party A may deduct losses from the Security Deposit and **terminate this Agreement immediately**.
- If no breach occurs, the Security Deposit shall be refunded (without interest) within **14 days** after the return of the Premises or settlement of any outstanding payments.
10. **Non-Termination by Party A**
- Party A **shall not unilaterally terminate** this Agreement during the Storage Term, provided Party B pays all fees on time and complies with all terms.
11. **Third-Party Storage**
- Party B may store **third-party goods** in the Premises but remains **fully responsible** for all obligations under this Agreement.
12. **Title Guarantee**
- Party A warrants that it has **legal rights** to the Premises.
- Any disputes regarding land ownership shall be handled by Party A, provided they do not disrupt Party B’s operations.
13. **Early Termination**
- Either party may terminate this Agreement by giving **two months’ written notice**, but **not within the first 22 months**.
- If terminated early, the defaulting party shall compensate the other party for losses.
- Party B must **remove all goods** before vacating; otherwise, Party B shall bear the removal costs.
14. **Access for Inspection/Repairs**
- Party A may enter the Premises at **reasonable times** (with Party B’s written consent) to inspect or conduct repairs.
15. **Copies of Agreement**
- This Agreement is executed in **duplicate**, including **Schedule 1** (3 pages in total), with each party retaining one copy.
16. **Stamp Duty**
- Both parties shall **share the stamp duty costs** for this Agreement.
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### **SCHEDULE 1**
**Premises:** Underground Level, Lot No. 1298 in D.D. 119
**Party A:** United Warehouse Management Limited
- Business Registration No.: 75279678
- Address: RM 1401, 14/F, Phase I Austin Tower, No. 22-26 Austin Avenue, Hong Kong
- Contact No.: +852 6606 3331
- Representative: Chan Sze Yu
**Party B:** Kwai Bon Transportation Limited
- Business Registration No.: 19082388
- Address: 3/F, Tai Hung Fai (Kwai Chung) Centre Phase 2, 38-42 Kwai Fung Crescent, Kwai Chung, N.T., Hong Kong
- Contact No.: +852 2363 1700
- Representative: Edgar Chan
**Storage Term:** 1st April 2025 – 31st March 2027 (inclusive)
**Storage Fee:** HKD $235,000.00 per month
**Security Deposit:** HKD $470,000.00 (equivalent to 2 months’ rent)
**Rent-Free Period:** 1st April 2025 – 15th April 2025 (inclusive), with the first month’s storage fee at **HKD $117,500.00**
**Payment Method:** Bank transfer or cash deposit into Party A’s designated bank account
**Bank Details:** OCBC Wing Hang Bank (Hong Kong) Limited
- Account No.: (035) 815780-831
*(Payment receipt must be sent to Party A’s representative after payment.)*
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### **SIGNATURE SECTION**
**Signed for and on behalf of Party A:**
**Company Name:** United Warehouse Management Limited
**Business Registration No.:** 75279678
**Name:** Chan Sze Yu
**HKID No.:** Z681692(5)
**Position:** Director
**Date:** 1st April 2025
**Signed for and on behalf of Party B:**
**Company Name:** Kwai Bon Transportation Limited
**Business Registration No.:** 19082388
**Name:** Chan Yu
**HKID No.:** V046231(4)
**Position:** Director
**Date:** 1st April 2025
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This translation preserves the **original legal structure** while ensuring clarity in English. Let me know if you'd like any refinements!
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