UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
MARVION INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate
box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
1) |
Title of each class of securities to which transaction applies: |
2) |
Aggregate number of securities to which transaction applies: |
3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4) |
Proposed maximum aggregate value of transaction: |
5) |
Total fee paid: |
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
21st Floor, Centennial Tower
3 Temasek Avenue
Singapore 039190
NOTICE OF CORPORATE ACTIONS TAKEN BY WRITTEN
CONSENT
OF MAJORITY STOCKHOLDERS WITHOUT SPECIAL MEETING
OF THE STOCKHOLDERS
Dear Stockholders:
We are writing to advise you that, on February
29, 2024, and March 11, 2024, the board of directors of Marvion Inc., a Nevada corporation (“MVNC,” “the Company,”
“we” or “us”), and certain stockholders holding a majority of the voting rights of our common stock, respectively,
approved by written consent in lieu of a special meeting the taking of all steps necessary to effect the following actions (the “Corporate
Actions”):
1. |
Amend the Company’s Restated Articles of Incorporation, as amended and, as filed with the Nevada Secretary of State (the “Articles of Incorporation”) to effect a 1-for-3000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”); and |
2. |
Issue to all shareholders that directly as a result of the Reverse Stock Split would hold less than 100 shares of common stock of the Company (each, an “Affected Shareholder”) such number of additional shares of common stock so that each Affected Shareholder shall hold 100 shares of common stock of the Company after the Reverse Stock Split. |
The accompanying information statement, which
describes the Corporate Actions in more detail, is being furnished to our stockholders for informational purposes only, pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.
The consent that we have received constitutes the only stockholder approval required for the Corporate Actions under the Nevada Revised
Statutes, our Articles of Incorporation and Bylaws. Accordingly, the Corporate Actions will not be submitted to the other stockholders
of the Company for a vote.
The record date for the determination of stockholders
entitled to notice of the action by written consent is March 11, 2024. Pursuant to Rule 14c-2 under the Exchange Act, the Corporate
Actions will not be implemented until at least twenty (20) calendar days after the mailing of this information statement to our stockholders. This
information statement will be mailed on or about April ___, 2024, to stockholders of record on March 11, 2024. As such, we expect that
the Corporate Actions will be effective no earlier than April ___, 2024.
No action is required by you to effectuate this
action. The accompanying information statement is furnished only to inform our stockholders of the action described above before it takes
effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF
OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT
TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THIS MATTER.
By order of the Board of Directors,
|
By: |
/s/ Man Chung Chan |
|
|
Man Chung Chan |
|
|
Chief Executive Officer, Chief Financial Officer, Secretary |
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March __, 2024 |
MARVION INC.
INFORMATION STATEMENT REGARDING
CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT OF
OUR BOARD OF DIRECTORS AND HOLDERS OF
A MAJORITY OF OUR VOTING CAPITAL STOCK
IN LIEU OF SPECIAL MEETING
Marvion Inc. (“MVNC,” “the Company,”
“we” or “us”) is furnishing this information statement to you to provide a description of actions taken by our
Board of Directors and the holders of a majority of our outstanding voting capital stock on February , 2024, in accordance with the relevant
sections of Nevada Revised Statutes of the State of Nevada (the “NRS”).
This information statement is being mailed on
or about April ___, 2024, to stockholders of record on March 11, 2024 (the “Record Date”). The information statement is being
delivered only to inform you of the Corporate Actions described herein before such actions take effect in accordance with Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is requested or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF
OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY
THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
GENERAL DESCRIPTION OF CORPORATE ACTIONS
On February 29, 2024, and
March 11, 2024, the board of directors of Marvion Inc., a Nevada corporation, and certain stockholders holding a majority of the voting
rights of our common stock, respectively, approved by written consent in lieu of a special meeting the taking of all steps necessary to
effect the following actions (collectively, the “Corporate Actions”):
1. |
Amend the Company’s Restated Articles of Incorporation, as amended and, as filed with the Nevada Secretary of State (the “Articles of Incorporation”) to effect a 1-for-3000 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”); and |
2. |
Issue to all shareholders that directly as a result of the Reverse Stock Split would hold less than 100 shares of common stock of the Company (each, an “Affected Shareholder”) such number of additional shares of common stock so that each Affected Shareholder shall hold 100 shares of common stock of the Company after the Reverse Stock Split. |
VOTING AND VOTE REQUIRED
Pursuant to MVNC’s Bylaws and the NRS, a
vote by the holders of at least a majority of MVNC’s outstanding capital stock is required to effect the actions described herein. Each
common stockholder is entitled to one vote for each share of common stock held by such stockholder. As of the Record Date,
MVNC had 160,080,498,102 shares of common stock issued and outstanding. The voting power representing not less than 80,040,245,052
shares of common stock is required to pass any stockholder resolutions. Pursuant to Section 78.320 of the NRS, the following
stockholders holding an aggregate of 99,682,509,115 shares of common stock, or approximately 62.27% of the issued and outstanding shares
of our common stock on the Record Date (the “Majority Stockholders”), delivered an executed written consent dated March 11,
2024, authorizing the Corporate Actions.
Name |
Common Shares Beneficially Held |
Percentage of Issued and Outstanding |
LEE Ying Chiu Herbert |
43,482,509,115 |
27.16% |
Sustainable Development International for the UN Public Limited Company |
14,200,000,000 |
8.87% |
RS Management Co. Limited |
42,000,000,000 |
26.24% |
TOTAL |
99,682,509,115 |
62.27% |
NO APPRAISAL RIGHTS
Under the NRS, stockholders
are not entitled to appraisal rights with respect to the Corporate Actions, and we will not provide our stockholders with such rights.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE
ACTED UPON
Except in their capacity as
stockholders, none of our officers, directors or any of their respective affiliates has any interest in the Corporate Actions.
CORPORATE ACTIONS NO. 1
APPROVAL TO EFFECT A REVERSE STOCK SPLIT OF
ALL ISSUED AND OUTSTANDING SHARES OF COMMON
STOCK
AT A RATIO OF ONE-FOR-ONE THOUSAND
On February 29, 2024, and
March 11, 2024, our Board and the Majority Stockholders, respectively, adopted and approved a resolution to effect a one-for-three thousand
(1:3000) reverse stock split of all issued and outstanding shares of common stock of MVNC. Upon the effectiveness of the Reverse
Stock Split, each holder of common stock will receive one share of common stock for every one thousand shares of common stock held immediately
prior to effecting the Reverse Stock Split. The Reverse Stock Split will not change the number of authorized shares of common
stock or the par value of MVNC’s common stock. Except for any changes arising from the treatment of fractional shares, each
stockholder of MVNC will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as such stockholder
held immediately prior to the Reverse Stock Split.
The Reverse Stock Split is
implemented in connection with the Company’s plans to attract additional financing and potential business opportunities.
We are at all times investigating additional sources of financing, business candidates and other opportunities which our Board believes
will be in our best interests and in the best interests of our stockholders. Except as set forth above, there are currently no definitive
plans, proposals or arrangements to issue shares of MVNC or which may result in a change in control of MVNC.
Under Rule 14c-2, promulgated
pursuant to the Securities Exchange Act of 1934, as amended, the Reverse Stock Split shall be effective twenty (20) days after this Information
Statement is mailed to stockholders of MVNC. No further action on the part of stockholders is required to authorize or effect
the Reverse Stock Split.
The Purpose Of The Reverse Stock Split
Our Board authorized and approved
the proposed amendment to our Articles of Incorporation to reduce the number of issued and outstanding shares of Common Stock so that
the Company will have additional unissued shares to be utilized for general corporate purposes, including financing activities, without
the requirement of further action by our stockholders. Potential uses of the additional available shares may include, but are not limited
to, public or private offerings, conversions of convertible securities, issuance of securities pursuant to incentive plans, acquisition
transactions and other general corporate purposes. Increasing the number of shares of our common stock available for issuance will give
us greater flexibility and will allow us to issue such shares, in most cases, without the expense or delay of seeking stockholder approval.
We are at all times investigating additional sources of financing, business candidates and other opportunities which our Board believes
will be in our best interests and in the best interests of our stockholders. We may also conduct one or more private placements of our
securities to secure additional working capital for the Company. Except as set forth above and in our other disclosures filed with the
Securities and Exchange Commission, as of the date of this filing we do not have any definitive plans, proposals or arrangements to issue
any of the newly available authorized shares of common stock for any purpose or which may result in a change in control of the Company.
Potential Effects of the Reverse Stock Split
Upon the implementation of
the Reverse Stock Split, the number of shares of the outstanding common stock will be reduced while the number of shares of authorized
common stock will remain unchanged. We believe that the decrease in the number of shares of outstanding common stock
as a consequence of the proposed Reverse Stock Split should increase the per share price of the common stock, which may encourage greater
interest in the common stock and possibly promote greater liquidity for the Company's stockholders. However, the increase in
the per share price of the common stock as a consequence of the proposed Reverse Stock Split, if any, may be proportionately less than
the decrease in the number of shares outstanding, and any increased liquidity due to any increased per share price could be partially
or entirely off-set by the reduced number of shares outstanding after the proposed Reverse Stock Split. The effect the Reverse
Stock Split upon the market price of the common stock, however, cannot be predicted, and the history of reverse stock splits for companies
in similar circumstances includes cases where stock performance has and has not improved. There can be no assurance that the
trading price of the common stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our
common stock outstanding as a result of the Reverse Stock Split or remain at an increased level for any period. The trading
price of the common stock may change due to a variety of other factors, including our operating results, other factors related to our
business and general market conditions.
The Reverse Stock Split will
not have any immediate effect on the rights of existing stockholders. However, our Board will have the authority to issue shares of our
Common Stock and Preferred Stock without requiring future stockholder approval of such issuances, except as may be required by applicable
law or exchange regulations. To the extent that additional shares of Common Stock are issued in the future, such issuance will decrease
the existing stockholders' percentage equity ownership, dilute the earnings per share and book value per share of outstanding shares of
Common Stock and, depending upon the price at which they are issued, could be dilutive to the existing stockholders.
Although the Reverse Stock
Split is prompted by business and financial considerations, stockholders nevertheless should be aware that such Corporate Actions could
facilitate future efforts by our management to deter or prevent a change in control of the Company. By way of example, our management
could issue additional shares to dilute the stock ownership and the voting power of persons seeking to obtain control of the Company or
shares could be issued to purchasers who would support the Board in opposing a takeover proposal. In addition, the increase in available
shares may have the effect of delaying or discouraging a challenge for control or make it less likely that such a challenge, if attempted,
would be successful, including challenges that are favored by a majority of the stockholders or in which the stockholders might otherwise
receive a premium for their shares over then-current market prices or benefit in some other manner. The Board and executive officers of
the Company have no knowledge of any current effort to obtain control of the Company or to accumulate large amounts of Common Stock.
We may also conduct one or
more private placements of our securities to secure additional working capital for the Company. Except as set forth above and in our other
disclosures filed with the Securities and Exchange Commission, the Board has no current plans to use any of the additional shares of Common
Stock that will become available when the increase in authorized capital occurs to deter or prevent a change of control of the Company.
The following table summarizes
the approximate effect of the Reverse Stock Split on our authorized and outstanding shares of common stock and preferred stock.
|
Prior to Reverse Stock Split |
After Reverse Stock Split* |
Common Stock, par value $0.0001 |
|
|
Authorized Shares |
270,000,000,000 |
270,000,000,000 |
Outstanding Shares |
160,080,498,102 |
32,016,100* |
Preferred Stock, par value $0.0001 |
|
|
Series A Preferred Stock Authorized/ Outstanding |
10,000,000/10,000,000 |
10,000,000/10,000,000 |
Series B Preferred Stock Authorized/Outstanding |
1,000,000/366,345 |
1,000,000/366,345 |
Series C Convertible Preferred Stock Authorized/Outstanding |
1/1 |
1/1 |
________________
*Approximate
Effects on Ownership by Individual Stockholders
As a result of the Reverse
Stock Split, the number of shares of our common stock held by each stockholder will be reduced by multiplying the number of shares held
immediately before the Reverse Stock Split by the 1-for-3000 exchange ratio. All stockholders holding a fractional share will
have the fractional share rounded and adjusted to the nearest whole share. The Reverse Stock Split will affect all of our stockholders
uniformly and will not affect any stockholder's percentage ownership interests in the Company or proportionate voting power, except to
the extent that the Reverse Stock Split results in any of our stockholders owning additional shares as a result of adjustments made to
fractional interests.
Other Effects on outstanding Shares
The rights and preferences
of the outstanding shares of the common stock will remain the same when the Reverse Stock Split occurs. Each share of common
stock issued pursuant to the Reverse Stock Split will be fully paid and non-assessable.
Reduction in Stated Capital
The Reverse Stock Split will
not affect the par value of our common stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our
balance sheet attributable to our common stock will be reduced in proportion to the size of the Reverse Stock Split, and the additional
paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and
net book value of MVNC’s common stock will be increased because there will be a lesser number shares of MVNC’s common stock
outstanding. Our stockholders’ equity, in the aggregate, will remain unchanged.
Potential Dilution
The Reverse Stock Split will
not change the number of authorized shares of our common stock as designated by our Certificate of Incorporation. As a result,
the number of shares remaining available for issuance under our authorized pool of common stock will increase. Our Board of
Directors may authorize, without further stockholder approval, the issuance of such shares of common stock or preferred stock to such
persons, for such consideration, and upon such terms as the Board of Directors determines. Such issuance could result in a
significant dilution of the voting rights and the stockholders' equity of the then existing stockholders.
Anti-Takeover Implications
Anti-Takeover Provisions of Nevada State Law
Certain anti-takeover provisions
of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could
benefit our stockholders.
Nevada’s “combinations
with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations”
between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person
first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination, or the
transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination is approved by
the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder,
its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period.
However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years
after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any
person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares
of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition
of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested
stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation
may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s
original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a
majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and
associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with
a person who first became an interested stockholder on or before the effective date of the amendment. Our Articles of Incorporation provide
that we will not be governed by the provisions of NRS 78.411 through 78.444, inclusive.
Nevada’s “acquisition
of controlling interest” statutes, NRS 78.378 through 78.379, inclusive, contain provisions governing the acquisition of a controlling
interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling
interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the
corporation elects to restore such voting rights. Absent such provision in our bylaws, these laws would apply to us as of a particular
date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger
at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated
corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest
provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of
a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth
or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power
of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction
taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire
a controlling interest become “control shares” to which the voting restrictions described above apply. Our Articles of Incorporation
provide that we will not be governed by the provisions of NRS 78.378 through 78.379, inclusive.
Nevada law also provides that
directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best
interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price
that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our
Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.
Certain Article and Bylaws Provisions
Our Articles of Incorporation and Bylaws provide
that:
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☐ |
Our board of directors are specifically empowered,
without stockholder approval, to issue up to 30,000,000,000 shares of preferred stock with voting, liquidation, conversion, or other
rights that could be superior to and adversely affect the rights of the holders of the common stock. Among other rights, our board of
directors may determine, without further vote or action by our stockholders: |
| · | the number of shares and the designation of any series of preferred securities; |
| · | whether to pay dividends on such series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which
date or dates, and the relative rights of priority of payment of dividends on shares of the series; |
| · | whether such series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights; |
| · | whether such series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms
and conditions of conversion or exchange; |
| · | whether or not the shares of such series will be redeemable and, if so, the dates, terms and conditions of redemption and whether
there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and |
| · | the rights of the shares of such series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the
relative rights or priority, if any, of payment of shares of such series. |
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A majority of the outstanding shares of the Corporation entitled to vote, represented in person or any proxy, shall constitute a quorum at a meeting of stockholders; |
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Our stockholders may not call special meetings of our stockholders unless they not less than ten percent of the outstanding shares entitled to vote at a meeting of stockholders. |
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Subject to certain limitations, our directors have the power to adopt, amend or repeal our bylaws without stockholders approval; |
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Our stockholders may not cumulate votes in the election of directors; and |
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We will indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures and advance such expenses on their behalf prior to final adjudication of whether such directors and officers were entitled to indemnification. |
These provisions of our Articles of Incorporation or Bylaws may have
the effect of delaying, deferring or discouraging another person or entity from acquiring control of us.
Vote Required
Section 78.045 of the NRS
provides that proposed amendment to the Articles of Incorporation must first be adopted by the Board and then approved by the Majority
Stockholders. On February 29, 2024, and March 11, 2024, our Board and the Majority Stockholders, respectively, authorized, adopted and
approved by written consent in lieu of a special meeting the Reverse Stock Split. March 11, 2024, or the Record Date, was the date for
determining the stockholders entitled to receive notice of and to vote on the Reverse Stock Split.
The Reverse Stock Split will
not be effective until the date of effectiveness specified in the Certificate of Amendment to the Articles of Incorporation filed with
the Nevada Secretary of State (which we expect to be April ___, 2024, or thereafter) (the “Effective Date”). No further action
on the part of stockholders is required to authorize or effect the amendments to the Articles of Incorporation.
CORPORATE ACTION NO. 2
APPROVAL TO ISSUE ADDITIONAL SHARES OF COMMON
STOCK TO PRESERVE ROUND LOTS
On February 29, 2024, and
March 11, 2024, our Board and the Majority Stockholders, respectively, adopted and approved a resolution to issue to all stockholders
that directly as a result of the Reverse Stock Split would hold less than 100 shares of common stock of the Company (each, an “Affected
Stockholder”) such number of additional shares of common stock so that each Affected Stockholder shall hold 100 shares of common
stock of the Company after the Reverse Stock Split.
Reasons For The Issuance
of Additional Shares To Preserve Round Lots
The Company expects the Reverse
Stock Split to result in less than 10 stockholders of record holding less than 100 shares of common stock of the Company, which is less
than one round lot of securities. The Company believes that it is in the best interest of the Company and its stockholders to issue additional
shares of common stock to each Affected Stockholder so that the Affected Stockholder will continue to hold a 100-share round lot of the
Company’s securities. The Company expects to issue less than 10,000 shares of common stock, or less than 1% of the issued and outstanding
shares of common stock after giving effect to the Reverse Stock Split, in the aggregate as a result of this Corporate Action.
A “round lot”
is the standard unit of trading for stocks under SEC rules and establishes the minimum number of shares needed to set bid and offer prices
in the market. While discussions regarding reducing the number of shares constituting a round lot is underway, almost all stocks still
currently trade with a 100-share round lot. The Company believes that preserving the 100-share round lot holdings for the Affected Stockholders
will facilitate the liquidity of its securities for the benefit of the Affected Stockholders, which in turn may benefit the Company and
its stockholders in general. The Company further believes the preservation of the 100-share round lot may assist the Company in maintaining
the number and diversity of its pre-Reverse Stock Split shareholder base.
Vote Required
On February 29, 2024, and
March 11, 2024, our Board and the Majority Stockholders respectively authorized, adopted and approved by written consent in lieu of a
special meeting this Corporate Action. March 11, 2024, or the Record Date, was the date for determining the stockholders entitled to receive
notice of and to vote on this Corporate Action.
This Corporate Action will
effective on the Effective Date. No further action on the part of stockholders is required to authorize or effect this Corporate Action.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information with respect to the beneficial ownership of our common stock, as of March 11, 2024, for: (i) each of our named executive
officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv) each person, or group
of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.
Except as indicated in footnotes
to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares
of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated,
the address for each director and executive officer listed is: c/o Marvion Inc., 21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore
039190.
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Common Stock
Beneficially Owned |
Series A Preferred
Stock Owned |
Series B Preferred
Stock Owned |
Series C Preferred
Stock Owned |
Name and Address of Beneficial
Owner |
|
Number of Shares
and Nature of
Beneficial
Ownership |
|
|
Percentage of
Total Common
Equity (1) |
Number of Shares
and Nature of
Beneficial
Ownership |
Percentage of
Total Series A Preferred
Equity (1) |
Number of Shares
and Nature of
Beneficial
Ownership |
Percentage of
Total Series B Preferred
Equity (1) |
Number of Shares
and Nature of
Beneficial
Ownership |
Percentage of
Total Series C Preferred
Equity (1) |
Man Chung CHAN |
|
|
– |
|
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|
– |
– |
– |
– |
– |
– |
– |
Tee Soo TAN |
|
|
– |
|
|
|
– |
– |
– |
– |
– |
– |
– |
|
|
|
|
|
|
|
|
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|
|
|
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|
All executive officers and directors as a
Group (2 persons) |
|
|
– |
|
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– |
– |
– |
– |
– |
– |
– |
|
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5% or Greater Stockholders: |
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Herbert Ying Chiu LEE (2) |
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43,482,509,115 |
|
|
|
27.16% |
10,000,000 |
100% |
337,000 |
92% |
1 |
100% |
RS Management Co. Limited (3) |
|
|
42,000,000,000 |
|
|
|
26.24% |
|
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Sustainable Development International for the UN Public Limited Co. (4) |
|
|
14,200,000,000 |
|
|
|
8.87% |
|
|
|
|
|
|
Julian Han Meng SO (5) |
|
|
9,464,462,003 |
|
|
|
5.91% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 5% or Greater Stockholders |
|
|
109,146,971,118 |
|
|
|
68.18% |
10,000,000 |
100% |
337,000 |
92% |
1 |
100% |
________________
(1) |
|
Applicable percentage ownership is based on 160,080,498,102 shares of common stock outstanding as of March 11, 2024, together with securities exercisable or convertible into shares of common stock within 60 days of March 11, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 11, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
(2) |
|
Herbert Ying Chiu Lee owns 43,482,509,115 shares of our common stock, 10,000,000 shares of our Series A Preferred Stock, 337,000 shares of our Series B Preferred Stock and 1 share of Series C Preferred Stock. He is entitled to an additional 129,860,254,628 shares of our common stock in connection with our acquisition of Marvion Holdings Limited. Each Series of preferred stock has the voting rights, powers, preferences and privileges more fully described in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2023, in the section entitled “Description of Registrant’s Securities to be Registered” |
(3) |
|
RS Management Co. Limited, a Hong Kong limited liability company, is controlled by LAU Man Ting and Stefan SCHMIERER, its directors. |
(4) |
|
Sustainable Development International for the UN Public Limited Co., a United Kingdom limited liability company, is controlled by LAU Kit Hung, its Chief Executive Officer. |
(5) |
|
Julian Han Meng So owns 100,000,000 shares of our common stock. He is also the Chief Executive Officer of Marvion Private Limited. He is entitled to an additional 8,608,462,003 shares of our common stock in connection with our acquisition of Marvion Holdings Limited. |
FORWARD-LOOKING STATEMENTS
This Information Statement
may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act
of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs
regarding our company. These forward- looking statements include, but are not limited to, statements regarding our business,
anticipated financial or operational results and objectives. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words
such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial
risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important
factors, including factors discussed in this and other filings of ours with the Securities and Exchange Commission.
GENERAL INFORMATION
MVNC will pay all costs associated
with the distribution of this Information Statement, including the costs of printing and mailing. MVNC will reimburse brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial
owners of MVNC’s common stock.
MVNC will deliver only one
Information Statement to multiple security holders sharing an address unless MVNC has received contrary instructions from one or more
of the security holders. Upon written or oral request, MVNC will promptly deliver a separate copy of this Information Statement and any
future annual reports and information statements to any security holder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements
to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such
requests to the following address: Marvion Inc., 21st Floor, Centennial Tower, 3 Temasek Avenue, Singapore 039190. The
Secretary may also be reached by telephone at + 65 6829 7029.
ADDITIONAL AND AVAILABLE INFORMATION
MVNC is subject to the informational
filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other
information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information
can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information
regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Our filings are also
available to the public on the SEC’s website (www.sec.gov).
Dated: March ___, 2024 |
By order of the Board of Directors
/s/ Man Chung CHAN
By: Man Chung CHAN
Chief Executive Officer, Chief Financial Officer and Secretary |
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