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VIVIC CORP.

For the period ended Jun 30, 2025. Filed Sep 30, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Sep 30, 2025

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Previous report: 10-K

Period ended 2024-06-30; filed 2024-10-23.

0001493152-24-042140

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-K

Period ended 2025-06-30; filed 2025-09-30.

0001493152-25-016319

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 64 previous paragraphs and 56 current paragraphs.

22 unchanged; 17 reworded; 17 added; 24 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

We are a global yacht sales and service provider based in Taiwan focused on offering yachts, ancillary products, technical support, service solutions and systematic management solutions to yacht marinas, yacht clubs, yacht operators and marine tourism providers. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia. Our mission is to offer our clients, which we refer to as yacht operators, more profitable products and comprehensive service solutions. We differentiate ourselves from other yacht manufacturers by offering yachts specifically designed for marine tourism, group tours, business meetings, yacht clubs and fractional ownership as opposed to individual owners. In addition to our products, we seek to support our customers by providing maintenance and other yacht management services, yacht activity scenarios, business solutions and marketing strategies to enhance yacht tourism and operational efficiencies to enable them to grow their businesses and improve their bottom lines.

Current report

We design and offer various yachts models which differ in their sizes, performance, and functions and are sold under our brand name, “VIVIC.” Our yachts are designed to be more suitable for multiple user group scenarios, emphasizing open deck and cabin space suitable for group tours and business meetings, with improved operational economies and energy efficiencies. We collaborate with our marketing agents, encouraging them to develop yacht marinas and seek out yacht operators interested in developing their own businesses based upon yacht sharing.

Current report

In addition to our own yachts, we are the exclusive distributor of Monte Fino yachts in the People’s Republic of China, the Philippines and the Middle East pursuant to our agreement with Kha Shing Enterprise Co., Ltd. (Taiwan) (“Kha Shing”). While seeking to develop the market for sales to tour operators, we will also seek to increase sales of Monte Fino luxury yachts in the territories where we are the exclusive distributor, particularly in the 70 to 150 foot range, which are generally purchased by individual private yacht owners.

Current report

Revenue was $44,515 for the year ended June 30, 2025. Toal revenue from continuing operations was $5,950,692 for the year ended June 30, 2024. The revenue for the year ended June 30, 2025 was mainly from the sale of yacht models. We sold 100 yacht models to one of the Company’s directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective purchasers to promote and market our yachts. The revenue for the year ended June 30, 2024 was mainly from the sales of yachts at Vivic Taiwan.

Current report

Cost of revenue was $126,927 for the year ended June 30, 2025. Cost of revenue from continuing operations was $4,152,372 for the year ended June 30, 2024. The cost of revenues for the year ended June 30, 2025 was mainly due to costs associated with yacht model sales. We sold 100 yacht models to one of the Company’s directors below cost. We considered this as marketing and advertising because the director will give our yacht models to prospective purchasers to promote and market our yachts. The cost of revenues for the year ended June 30, 2024 was mainly due to the costs of yacht sales at Vivic Taiwan.

Current report

In addition, on and effective August 1, 2024, the board of directors (the “Board”) appointed Mr. Tse-Ling Wang, Ms. Liu-Shiang Kung Hwang, Mr. Richard Pao, Mr. Kevin Lee and Ms. Amy Huang to the Board of Directors of the Company. Ms. Hwang, Mr. Wang and Mr. Kevin Lee were each issued 150,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year, and each of Ms. Huang and Mr. Pao received 50,000 shares of the Company’s common stock in consideration of his or her agreement to serve as a director of the Company for a period of one-year. We also issued 150,000 shares of the Company’s common stock to Mr. Shang-Chiai Kung, the Chairman of the Board, in consideration of his service for a period of one-year. The 700,000 shares of the Company’s common stock were issued on September 30, 2024 with fair value of $1,932,000. During the year ended June 30, 2025, the Company recorded $1,771,000 of stock compensation expense.

Current report

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai who will serve as the Company’s Chief Technology Officer (“CTO”). The Company will issue Mr. Lai 50,000 shares of the Company’s common stock for the first year of his employment. The shares are to be paid in full within four months from September 1, 2024. If Mr. Lai’s employment continues beyond September 1, 2025, the Company will grant Mr. Lai 20,000 shares of the Company’s common stock each year. During the year ended June 30, 2025, the Company recorded $85,417 stock compensation expense for Mr. Lai’s services.

Current report

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm. The Company will pay the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month, to be paid quarterly. During the year ended June 30, 2025, the Company recorded $8,200 stock compensation expense in respect of this arrangement.

Current report

On January 7, 2025, the Company entered an employment agreement with Mr. Andy F Wong to serve as the Company’s Chief Financial Officer (“CFO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the year ended June 30, 2025, the Company recorded $180,000 stock compensation expense for shares to be issued to Mr. Wong.

Current report

On January 7, 2025, the Company entered an employment agreement with Mr. Tse-Ling Wang to serve as the Company’s Chief Executive Officer (“CEO”) for an initial term expiring December 31, 2025. The agreement was approved by the Board on January 7, 2025. The Company will issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the year ended June 30, 2025, the Company recorded $450,000 stock compensation expense for shares to be issued to Mr. Wang.

Current report

On October 1, 2024, the Company entered into an employment agreement with Mr. Kun-Teng Liao to serve as the Company’s director and Secretary. On January 25, 2025, the Board appointed Mr. Liao as the Company’s Chief Operating Officer (“COO”) for an initial term expiring September 20, 2025. The agreement was approved by the Board on January 25, 2025. The Company will pay Mr. Liao 50,000 shares of the Company’s common stock in the first year of employment. If the employment agreement is renewed after one-year, the Company will pay Mr. Liao 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. During the year ended June 30, 2025, the Company recorded $14,166 stock compensation expense for shares to be issued to Mr. Liao.

Current report

Net cash used in operating activities was $458,645 for the year ended June 30, 2025, compared to net cash used in operating activities of $261,488 for the year ended June 30, 2024. The increase in the use of cash in operating activities was principally attributable to 1) the increase in our loss (after adjustments to reconcile net income (loss) to net cash used in operating activities) by $1,833,314, 2) decreased cash inflow from inventory of $801,929, 3) decreased cash inflow from tax payables by $221,909, 4) increased cash outflow from accounts payable and accounts payable to related party by $2,374,107, 5) increased cash outflow from deposit and prepayments and deposit and prepayments to related party by $695,346, which was partly offset by 1) increased cash inflow from accounts receivable and accounts receivable from related party by $2,485,250, 2) increased cash inflow from note receivable by $324,322, 3) increased cash inflow from accrued liabilities and other payables by $41,080, 4) increased cash inflow from deferred revenue by $2,871,000, and 5) decreased cash outflow on other receivables by $7,796.

Current report

We had $41,903 cash and cash equivalents and working capital deficit of approximately $0.62 million as of June 30, 2025, which included amounts prepayments from clients of $0.35 million, prepayments to related parties of $0.94 million. We generated a net loss of $3.45 million during the year ended June 30, 2025, and we had an accumulated deficit of approximately $5.75 million as of June 30, 2025, and generated negative cash flow from operating activities during the period of $0.46 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

Current report

In October 2023, the FASB issued ASU No. 2023-06,*“Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.”*The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532,Disclosure Update and Simplificationthat updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

Current report

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

Current report

In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.
Removed paragraphs (24)

Previous report

Beginning with a change in our management resulting from a change in control of our Company which occurred at the end of 2018, we have explored and initiated operations in a number of business areas related to the pleasure boat industry. These included yacht sales, marine tourism, development of electric powered yachts, development and operation of yacht marinas in Asia and the development of a yacht rental and time share service. In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China.

Previous report

We are the exclusive distributor of Monte-Fino yachts in Asia and the Middle East pursuant to our agreement with Kha Shing Enterprise Co. We also distribute Monte Fino yachts in other territories throughout the world other than those where Kha Shing has granted another company exclusive distribution rights. Our employees located in Taiwan engage in the design, construction, on an outsourced basis, and distribution of power boats, charter boats and eco-friendly new energy boats. In cooperation with Kha Shing, we design and offer various yachts models which differ in their sizes, performances, and functions. Currently, we own our own brand name, “VIVIC.”

Previous report

Our consolidated financial statements contained in this report have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

Previous report

Cost of revenue from continuing operations was $4,152,372 for the year ended June 30, 2024. We did not generate revenues from continuing operations in year ended June 30, 2023 and thus had no cost of revenues in the period. The cost of revenues in the year ended June 30, 2024 was mainly due to costs associated with yacht sales.

Previous report

Net cash used in operating activities from continuing operations was $261,488 for the year ended June 30, 2024, compared to net cash provided by operating activities from continuing operations of $313,226 for the year ended June 30, 2023. Net cash used in discontinued operations was $1,239,304 for the year ended June 30, 2023. The decrease in cash inflow from operating activities from continuing operations was principally attributable to 1) an increase in accounts receivable – related parties by $1,242,690, 2) an increase in deferred revenue by $4,636,568, and 3) an increase in note receivables by $162,831, which was partly offset by 1) an increase in deposits and prepayments by $1,406,927, 2) an increase in inventory by $1,637,113, 3) an increase in accounts payable of $979,007, and 4) an increase in tax payables by $140,957, as well as increased net income by $1,299,800.

Previous report

The Company had $310,859 of cash and cash equivalents and working capital of approximately $3.2 million as of June 30, 2024, which included accounts receivable from a related party -Weiguan Ship of $0.02 million, accounts receivable from a related party - Jiazhou Yacht of $1.2 million, and amounts due from related parties of $2.5 million, and the Company generated net income of $2.9 million (including $1.87 million gain on disposal of Weiguan ship) during the year ended June 30, 2024. However, the Company had an accumulated deficit of approximately $2.3 million as of June 30, 2024.

Previous report

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions which affect the reported the amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Accounting policies are critical and necessary to account for the material estimates and assumptions on our consolidated financial statements. For further information on all of our significant accounting policies, see the “Notes to Consolidated Financial Statements” of this Annual Report.

Previous report

In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution, and sale of its products.

Previous report

On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.

Previous report

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.

Previous report

Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.

Previous report

Accounts receivable are recorded at the invoiced amount and do not bear interest and are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s credit-worthiness and payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Under the current expected credit loss model, at the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to collect the amounts due, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2024 and 2023, the Company had no allowance for doubtful accounts.

Previous report

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Previous report

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Previous report

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

Previous report

Parties, which can be an entity or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Previous report

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s consolidated financial statement presentation or disclosures.
Reworded paragraphs (17)

Previous wording

Statements made in this Annual Report that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act “) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Current wording

Statements made in this Report that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act “) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Previous wording

Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer contract with a selected local manufacturer. Our technical staff closely monitors the progress of construction. Upon completion, we deliver the boat to the location designated by our customer.

Current wording

Our yachts are manufactured by third parties selected by us on the basis of their production capabilities, technical ability and financial wherewithal. Once a customer places an order, we negotiate and sign an original equipment manufacturer (“OEM”) contract with a selected local manufacturer. Upon completion, we deliver the boat to the location designated by our customer. Our principal supplier and distributor in mainland China is Weiguan Ship, which utilizes the mainland’s production and supply chain advantages to provide us with yacht production, delivery, and after-sales services based on our designs. Weiguan Ship is responsible for providing the required products and after-sales services for all sales orders in mainland China and remits 15% of the order amount of each yacht to us as a “VIVIC” brand usage fee.

Previous wording

As our company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market yachts and, if appropriate based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in Taiwan and other territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable

Current wording

As our Company grows, we will seek to expand the yacht brands we offer for sale, the territories in which we market yachts and, if appropriate based on our capabilities and what we can offer, seek to become the exclusive distributor for yacht manufacturers in the United States, Southeast Asia and other territories. We will also seek to enter other areas related to the marine industry where we believe we can be profitable. As part of our efforts, we recently entered into an Electric Catamaran Yacht Co-Development Agreement with Acel Power Inc. to collaborate on the development of an electric yacht.

Previous wording

On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired all of the shares of our wholly-owned subsidiary, Guangdong Weiguan Ship Tech Co., Ltd. (“Weiguan Ship”). In consideration for our interest in Weiguan Ship, we received RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify us and our affiliates against any and all claims, including unknown claims and claims for taxes, related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement. The divestiture of Weiguan Ship completed our plan to divest of all activities other than our ongoing yacht business in Taiwan.

Current wording

In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world, and since that time have disposed of all of our business operations in mainland China. On July 12, 2023, our subsidiary, Vivic Corporation (Hong Kong) Co. Limited (“Vivic Hong Kong”), entered into a Stock Purchase Agreement with Yun-Kuang Kung pursuant to which Mr. Kung acquired all of the shares of our wholly-owned subsidiary, Weiguan Ship. The divestiture of Weiguan Ship completed our plan to divest of all activities other than our ongoing yacht business in Taiwan. However, we ceased Vivic Taiwan operation on August 21, 2025 due to Taiwan government’s policy of prohibiting importing ships from China, where our main suppliers are. We commenced the wind-down and deregistration of Vivic Taiwan, which, subject to customary procedures and approvals, is expected to be completed by the end of 2025. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. In connection with this decision, we will focus on promoting the sales in Vivic, our U.S. entity.

Previous wording

As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in the financial statements included in this report as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.

Current wording

As a result of the sale of our interest in Weiguan Ship and its subsidiaries, the assets and related liabilities and the results of operations of such entities are included in our financial statements as discontinued operations. The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not be added due to rounding.

Previous wording

Gross profit from continuing operations was $1,798,320 for the year ended June 30, 2024. We had no gross profits from continuing operations for the year ended June 30, 2023. The gross profit in the year ended June 30, 2024 is all the result of yacht sales.

Current wording

Gross profit (loss) for the year ended June 30, 2025, was a loss of $82,412 as we had no sales other than yacht model sale. Gross profit from continuing operations was $1,798,320 for the year ended June 30, 2024. The gross loss in the year ended June 30, 2025, was the result of our decision to sell yacht models below cost for marketing purposes, while gross profit in the year ended June 30, 2024, was the result of yacht sales.

Previous wording

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $127,708 for the year ended June 30, 2024, compared to $nil for the year ended June 30, 2023.

Current wording

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $nil for the year ended June 30, 2025, compared to $127,708 for the year ended June 30, 2024. The decrease in selling expenses was mainly due to the decrease of advertising expenses.

Previous wording

General and administrative expenses consisted mainly of employee salaries and welfare, and business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses were $513,411 for the year ended June 30, 2024, compared to $280,483 for the year ended June 30, 2023, an increase of $232,928 or 83.05% resulting from our increased operations and sales activities. The increase of G&A expenses mainly included increased payroll expense of $18,427, increased professional fees of $111,655, increased travel expenses of $11,204, increased meal and entertainment expenses of $15,587, increased subcontract labor of $61,904, increased OTC Listing fee of $4,290, and increased other expenses of $10,440.

Current wording

General and administrative expenses consisted mainly of employee salaries and welfare, and expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $784,492 for the year ended June 30, 2025, compared to $513,411 for the year ended June 30, 2024, an increase of $271,081 or 52.80%. The increase of general and administrative (“G&A”) expenses mainly reflected increased professional fee by $147,399, increased bad debt expense by $86,026, increased repair and maintenance expense by $37,638, increased payroll expense by $53,991, increased OTC listing fee by $5,555, which was partly offset by decreased subcontract labor expenses by $60,951.

Previous wording

Net other expenses was $22,015 for the year ended June 30, 2024, and $38,366 for the year ended June 30, 2023. For the year ended June 30, 2024, net other expenses mainly consisted of interest expense of $23,683, which was partly offset by other income of $1,632. For the year ended June 30, 2023, net other expenses mainly consisted of miscellaneous expenses of $29,050, and interest expense of $9,316.

Current wording

Net other expenses were $145,296 for the year ended June 30, 2025, and $22,015 for the year ended June 30, 2024. For the year ended June 30, 2025, net other expenses mainly consisted of interest expense of $30,409, and other expense of $114,887. For the year ended June 30, 2024, net other expenses mainly consisted of interest expense of $23,683, which was partly offset by other income of $1,632.

Previous wording

We had net income from continuing operations of $980,951 for the year ended June 30, 2024, compared to a net loss of $318,849 for the year ended June 30, 2023, an increase of $1,299,800 or 407.65%. The increase in net income from continuing operations was mainly due to the gross profit generated through yacht sales which was partly offset by increased G&A expenses.

Current wording

We had a net loss of $3,446,751 for the year ended June 30, 2025, compared to a net income of $980,951 for the year ended June 30, 2024, an increase in our net loss of $4,427,702 or 451.37%. The increase in our net loss from continuing operations was mainly due to the decrease in our revenue and increased share-based compensation as described above.

Previous wording

We had $310,859 of cash and cash equivalents and working capital of $3,201,865 as of June 30, 2024, and generated net income from continuing operations of $980,951 during the year ended June 30, 2024. The following is a summary of cash provided by or used in each of the indicated types of activities during the years ended June 30, 2024 and 2023.

Current wording

We had $41,903 cash and cash equivalents, and working capital deficit of $0.6 million as of June 30, 2025, and generated a net loss of $3.4 million during the year ended June 30, 2025. Of the assets included in working capital, approximately prepayment to related parties of $0.9 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the year ended June 30, 2025 and 2024.

Previous wording

There was no cash provided by or used in investing activities for continuing operations for the year ended June 30, 2024 and 2023. Cash used in investing activities for discontinued operations was $180,787 for the year ended June 30, 2023.

Current wording

There was no cash provided by or used in investing activities for the years ended June 30, 2025 and 2024.

Previous wording

Net cash used in financing activities for continuing operations was $304,080 for the year ended June 30, 2024, compared to net cash provided by financing activities for continuing operations of $496,040 for the year ended June 30, 2023. Net cash provided by financing activities for discontinued operations was $1,453,069 for the year ended June 30, 2023. Net cash used in financing activities for continuing operations for the year ended June 30, 2024, consisted of repayments to related parties of $352,329 which was partly offset by proceeds from related parties of $48,249. Net cash provided by financing activities for continuing operations for the year ended June 30, 2023, consisted of proceeds from loans of $553,586, and proceeds from advances from related parties of $63,336, which was partly offset by repayment to related parties of $120,882.

Current wording

Net cash provided by financing activities was $187,749 for the year ended June 30, 2025, compared to net cash used in financing activities of $304,080 for the year ended June 30, 2024. Net cash provided by financing activities for the year ended June 30, 2025, consisted of proceeds from related party advances of $561,420 and loan proceeds from a third party of $124,642, which was partly offset by repayments to related parties of $358,091, and repayment of third party loans of $140,222. Net cash used in financing activities for the year ended June 30, 2024, consisted of repayments to related parties of $352,329, which was partly offset by proceeds from related parties of $48,249.

Previous wording

We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash generated from operations and further issuances of securities to our principal shareholders. Our working capital requirements are expected to increase in line with the growth of our business.

Current wording

We expect that working capital requirements will continue to be funded through a combination of our existing funds, cash generated from operations, loans from and further issuances of securities to our principal shareholders. Our working capital requirements are expected to increase in line with the growth of our business.

Previous wording

As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Current wording

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Previous wording

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s financial statement presentation or disclosures.

Current wording

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, will have a material impact on the Company’s consolidated financial statement presentation or disclosures.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Revenue from continuing operations was $5,950,692 for the year ended June 30, 2024. We did not generate revenues from continuing operations in the year ended June 30, 2023. The revenue from continuing operations for the year ended June 30, 2024 reflected sales of yachts. In 2023, we determined to focus our efforts on yacht sales in Taiwan and other selected regions throughout the world.