MVNC 10-K & 10-Q changes, risk factors and insider trading

The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period will bewas shortened to two years ifupon the Acceleratingenactment Holdingof the Consolidated ForeignAppropriations CompaniesAct, Accountable Act is enacted.2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.

The Holding Foreign Companies Accountable Act (HFCAA) was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections every three years to assess such auditors’ compliance with applicable professional standards. OnThe JuneConsolidated 22,Appropriations 2021,Act, 2023 amended the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which, if passed by the U.S. House of RepresentativesHFCAA and signed into law, would reducereduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA ActHFCAA from three years to two.two Onthus September 22, 2021,reducing the PCAOBtime adoptedbefore rulesour tosecurities createmay abe frameworkprohibited forfrom the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspecttrading or being investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.delisted. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. TheThis PCAOBreport haswas madevacated suchon designationsDecember as15, mandated2022. Pursuant under the HFCA Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms firms and thus are at risk of such suspensions in the future.

Our Auditorauditor is based in Houston, TexasNigeria and is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the MalaysianNigerian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCAHFCAA, Actas amended by the Consolidated Appropriations Act, 2023, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two or three years, may result in the delisting of our securities from applicable trading markets in the U.S.,U.S, in the future if the PCAOB is unable to inspect our accounting firm at such future time. If the authorities in Nigeria subsequently take a position disallowing the PCAOB to inspect our auditor, the lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act and as a result, our securities may be delisted from applicable trading markets within the US. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US.

Furthermore, as Article 177 is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The HoldingHFCAA, Foreignas Companiesamended Accountableby Actthe Consolidated Appropriations Act, 2023, requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's public accounting firm within threetwo years. This three year period was shortened to two years when the Accelerating Holding Foreign Companies Accountable Act was enacted in December 2022. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US.

We are a development stage company and reported a net lossincome of $733,663 $345,083 and a net incomeloss of $9,344$733,663 for the years ended December 31, 20242025 and 2023,2024, respectively. We had current assets of $651,399$1,260,904 and current liabilities of $4,822,588$5,435,649 as of December 31, 2024.2025. As of December 31, 2023,2024, our current assets and current liabilities were $198,470$651,399 and $2,288,523, $4,822,588, respectively.

For the years ended December 31, 20242025 and 2023, 2024, the individual customerscustomer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year dates, are presented as follows:

For the years ended December 31, 20242025 and 2023, 2024, the individual vendorsvendor who accounted for 10% or more of the Company’s direct operating cost and its outstanding payable balances at year-end dates, are presented as follows:

These vendors are located in Hong KongKong. and China. Our vendors are not parties to any long-term contracts and operate on a purchase order basis.

General and Administrative Expenses (“G&A”): General and administrative expenses of $1,378,773$1,321,830 and $255,507$1,378,773 for the years ended December 31, 2024,2025, and 2023,2024, respectively. These expenses primarily include payroll, office operating costs, as well as professional fees. TheThere was no significant increasechange in G&A for the year ended December 31, 20242025, wasas mainly attributablecompared to one-off consultancy fee, legal and professional fees incurred in relation to corporate merger.2024.

Net Cash Provided By (Used In) Operating Activities

For the year ended December 31, 2024,2025, net cash usedprovided inby operating activities was $179,521,$441,237, which consisted primarily of a net loss income of $733,663,$345,083, an increase ofin account receivablesaccounts receivable of $237,937, a decrease in construction payable of $361,294,$167,071, an increase in prepaid expenses and other current assets of $12,885$2,538, a decrease andin accounts payable of $15,039, a decrease ofin operating lease liabilities of $169,178$180,106 and an increase in income tax payable of $4,632 offset by an increase in accrued liabilities and other payables of $866,282, an increase in accounts payable of $60,713,$165,452 and adjusted for non-cash items ofincluded depreciation for of property and equipment of $88,186,$231,157, amortization of right-of-use assets of $119,356,$126,319, imputed interest expenses on promissory notes of $211,668, $120,602 andimputed interest expenses on lease liabilities of $80,297.$79,033, and a gain on debt extinguishment of $348,089.

For the year ended December 31, 2023,2024, net cash provided byused in operating activities was $216,247,$179,521, which consisted primarily of a net profitloss of $9,344,$733,663, an increase of accounts receivable of $237,937, a decrease in construction payable of $57,243,$361,294, an increase in prepaid expenses and other current assets of $12,885 and a decrease of lease liabilities of $169,178 offset by an increase in accrued liabilities and other payables of $109,860 and$866,282, an increase in income taxaccounts payable of $17,376,$60,713, and adjusted for non-cash items of depreciation for property and equipment of $21,783,$88,186, amortization of right-of-use assets of $58,186$119,356, interest expenses on promissory notes of $120,602 and interest expenses on lease liabilities of $21,433, offset by a decrease of lease liabilities of $3,178, an increase in account receivables of $74,263 and an increase in prepaid expenses and other current assets of $1,537.$80,297.

For the year ended December 31, 2024,2025, net cash provided by financing activities of $895,145$895,317 which consisted primarily of $826,716$200,000 proceeds from private placement, $470,634 advance from the Company’sour shareholder and $68,429 $592,191 advance from theour Company’sdirector offset by $71,823 repayment to our shareholder and $295,685 repayment to our director.

For the year ended December 31, 2023,2024, net cash provided by financing activities of $884,465$895,145 representwhich theconsisted amountprimarily of $826,716 advance from theour Company’sshareholder and $68,429 advance from our director.

We had no material or significant contractual obligations and commercial commitments as of December 31, 20242025 and 2023.2024.

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’sour estimates, the Company’sour financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance.

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible assets held and used by the Companyus are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.

In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” TheWe Company’s management doesdo not believe the adoption of ASU 2024-02 will have a material impact on its combinedconsolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial statements, specified information information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. TheWe Company isare currently evaluating the impact of the new standard on its combinedconsolidated financial statements which is expected to result in enhanced disclosures.

TheWe Company hashave reviewed all recently recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

As of MarchJune 31,30, 2026, pursuant to the terms and calculations of the earnout provision, Marvion’s management determined that the existing major shareholders of UWMC were entitled to receive aggregate Earn Out Payments of $2.5$3.0 million, of which $0.5 million were settled through the issuance of 14,992,504 shares of the Company’s common stock.

The following table summarizes revenue from contracts with customers, disaggregated by revenue source and the related segments, for the threesix months ended MarchJune 31,30, 2026 2026 and 2025:

Logistics.Logistics

KSK plans to expand the size of its transportation team inas 2026opportunities permit to support this growth. It also intends to grow its corporate customer further develop its online e-commerce platform in partnership with 8M Limited to grow its corporate customer base.

In addition to our logistics, warehousing, and delivery services, we generate revenues fromthrough the operationsales of solarsolar-generated facilitiespower to China Light and Power (CLP) through our Service Partnership Agreement with Starwarehouse Engineering. Our subsidiary, United Warehouse Limited, is a party to the Service Partnership Agreement to install solar PV systems on the roofs of our warehouses. The generated power will be sold to CLP at the defined tariff scheme rate, creating an additional long-term stable revenue stream for the Group, while also reducing our carbon footprint. We began receiving revenue under this agreement in the amount of HKD 150,000 per quarter starting in mid-2025 and expect such revenue to to continue until December 31, 2033. The foregoing description of the Service Partnership Agreement is qualified in its entirety by reference to the complete text of the agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.11.

We are also evaluating opportunities to provide cross-border furniture delivery services for e-commerce players in mainland China, enabling them to deliver products cost-effectively to customers in Hong Kong. We believe that with our extensive experience in local furniture logistics and delivery, KSK can generate higher-margin contracts for storage, delivery, and assembly as a one-stop service. LeveragingWe believe that leveraging existing e-commerce platforms allowswill allow us to reduce customer acquisition costs while accessing Hong Kong’s projected 84% online shopper market (Statista, 2027 forecast).

Three Months Ended MarchJune 31,30, 2026, as compared to Three Months Ended MarchJune 31,30, 2025 The following table sets forth selected financial information from our statements of comprehensive income for the three months ended MarchJune 31,30, 2026 and 2025:

The Company currently generates threefour sources of of revenue:

Revenues from logistic solution services to the customers, in which such local transportation, delivery and packaging services at the time the customers require packed products to be shipped by the Company to domestic destinations designed by the customers. The Company’s performance obligation has been satisfied when the products werebeen delivered to the designated recipient and confirmed the completion with customer. Generally, the Company will reconcile the delivery order with customer monthly and recognized revenue after completion of monthly reconciliation. The Company will issue invoices to customers at each month endend, and usually provide the receivable in a credit term of 30 days.

The Company also provides financial consulting services to the customerscustomers, and generally invoices customers when the performance obligation is satisfied. The duration of the service period is short, usually within 3 months. Transaction prices of financial consulting services to be rendered are typically based on contracted rates. The Company earns the fee arising from the facilitation of the placement of financing solutions with different credit institutions, which is recognized at a point in time when the service is completed and delivered to the customer. The Company recognized revenue when the Company issued invoices to customers after the performance obligation satisfied.

Revenues of $803,742$1,053,429 for the three months ended MarchJune 31,30, 2026, increased by $162,719$163,661 or 25%18% from $641,023$889,768 in the same period of 2025, which was mainly due to new thetrading increasebusiness instarted numberon ofApril customers in rendering warehousing services.2026. Revenues of $641,023$889,768 for the three months ended March 31, 2025 consisted mainly consisted logistics and warehousing services, For the three months ended March 31, 2026 and 2025, the individual customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:services.

For the three months ended MarchJune 31,30, 2026 and 2025, the individual vendor who accounted for 10% or more of the Company’s direct operating cost and its outstanding payable balances at period-end dates, are presented as follows:

We achieved a gross profit of $473,066$544,812 and $322,019$305,890 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in gross profit is attributable attributable to an increase in newrendering businesstrading, inlogistics renderingand warehousing services.

General and Administrative Expenses (“G&A”): General and administrative expenses of $353,100$378,254 and $259,779$282,700 for the three months ended MarchJune 31,30, 2026, and 2025, respectively. These expenses primarily include payroll, office operating costs, as well as professional fees.

We incurred income tax expense of $7,552$28,699 and $8,423$8,715 during the three months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, we had had cash and cash equivalents of $727,304,$669,547, prepaid expenses and other current assets of $69,318$63,639 and accounts receivable, net of $249,540.$300,772.

As of MarchJune 31,30, 2026 and December December 31, 2025, we had working capital deficit of $3,608,291$3,892,731 and $4,174,745, respectively.

The following summarizes the key component of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:

For the threesix months ended DecemberJune 31,30, 2026, net cash provided by operating activities was $374,329,$512,412, which consisted primarily of net income of $77,609,$174,891, adjusted for for non-cash items of depreciation of property and equipment of $68,172,$136,038, amortization of right-of-use assets of $40,060,$79,898, imputed interest expenses on operating lease liabilities of $23,895,$47,226, non-cash interest on earn-out payable of $40,013 and gain on disposal of property and equipment of $5,166,$80,615, together with a decrease in accounts receivable of $229,731,$178,499, an increase in accruedaccounts liabilitiespayable and other payables of $22,210$11,229 and an increase in income tax payable of $7,552,$36,251, offset by aadjusted for decreasenon-cash item of gain on disposal of property and equipment of $5,151, together with an increase in prepaid expenses and other current assets of $50,007, a$44,328, decrease in accountsaccrued payableliabilities and other payables of $25,092$73,461 and a decrease in operating lease liabilities of $54,648.$109,295.

For the threesix months ended MarchJune 31,30, 2025, net cash provided by operating activities was $176,329,$122,894, which consisted primarily of net income of $6,977,$114,778, adjusted for non-cash items of depreciation offor property and equipment of $41,101,$98,886, amortization of right-of-use assets of $29,926, non-cash interest on earn-out payable of $47,115 and$59,758, imputed interest expenses on operating lease liabilities of $19,292,$38,179, non-cash interest on earn-out payable of $118,942, together with a decrease in prepaid expenses and other current assets of $12,879,$8,208, an increase in accrued liabilities and other payables of $66,598,$64,621, an increase in contractaccounts liabilitiespayable of $27,638$35,828 and an increase in income tax payable of $8,423,$16,824, offset by adjusted for non-cash item of gain on debt extinguishment of $170,000, together with an increase of accountsaccount receivablereceivables of $16,928, a decrease of accounts payable of $23,503$176,753 and a decrease of operating lease liabilities of $43,189.$86,377.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by investing activities of $18,180 which consisted primarily of $19,200 for proceeds from disposal of property and equipment, offset by $1,020 for purchase of property and equipment during the period.

For the threesix months ended MarchJune 31,30, 2025, net cash used in investing activities of $231,570$669,849 which consisted primarily of $2,761$669,849 for purchase of property and equipment and $288,809 for capital expenditure incurred during the period.

For the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities of $421,914,$617,506, which consisted primarily of $790,568$936,756 repayment to our director and $43,456$237,111 repayment to our shareholder, offset by $350,000 proceeds from private placements, $34,933$142,157 advance from our shareholder and $64,204 $27,177 advance from our director.

For the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities of $99,148$465,471 which consisted primarily of $67,099$163,026 advance from our shareholdershareholder, and $32,049$420,228 advance from our director, offset by $32,995 repayment to our shareholder and $84,788 repayment to our director.

As of MarchJune 31,30, 2026, we had had an accumulated deficit of $5,648,281.$5,550,999. Our material cash requirements are highly dependent upon the additional financial support from our our major shareholders in the next 12 - 18 months.

As of MarchJune 31,30, 2026 and December December 31, 2025, pursuant to the terms and calculations of the earnout provision, management has determined the final earnout of $2.5$3.0 million million and $2.5 million, respectively, being vested pursuant to the agreement. As of MarchJune 31,30, 2026, the $2$2.5 million earnout amount has not been paid to these shareholders and recognized as “earn-out payable” on the unaudited condensed consolidated balance sheets.

Except as noted above, we had no other contractual obligations and material commercial commitments as of MarchJune 31,30, 2026.