VIVIC CORP.

Previous 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.

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 June 30, 2026. 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

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were $nil and $nil for the three months ended September 30, 2025 and 2024, respectively.

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 three months ended December 31, 2025 and 2024.

Previous 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 $111,017 for the three months ended September 30, 2025, compared to $159,162 for the three months ended September 30, 2024, a decrease of $48,145 or 30.25%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fee by $17,251, decreased subcontract labor expenses by $29,860, and decreased payroll expense by $3,873, which was partly offset by increased bank service fee by $1,205 and increased insurance expense by $1,172.

Current wording

General and administrative expenses consisted mainly of employee salaries and welfare, expenses for business meetings, utilities, accounting, consulting, and legal services. General and administrative expenses were $52,930 for the three months ended December 31, 2025, compared to $329,402 for the three months ended December 31, 2024, a decrease of $276,472 or 83.93%. The decrease of general and administrative (“G&A”) expenses mainly reflected decreased professional fees by $163,064, decreased travel expenses by $6,062, decreased meal and entertainment expense by $3,454, decreased insurance expense by $3,333, and decreased payroll expense by $92,332.

Previous wording

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 three months ended September 30, 2024 and 2025, the Company expensed $161,000 and $322,000 from the prepayment as stock compensation expense.

Current wording

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 three months ended December 31, 2025 and 2024, the Company recorded nil and $483,000, respectively, from the prepayment as stock compensation expense.

Previous wording

On August 1, 2025, the Company entered into renewed one-year agreements with Shang-Chiai Kuang and Kung Hwang Liu Shiang to serve as the Company’s independent directors. Under the terms of the agreements, each director is entitled to receive 30,000 shares of the Company’s common stock as compensation. For the three months ended September 30, 2025, the Company recorded $728 in stock-based compensation expense related to these agreements.

Current wording

On August 1, 2025, the Company entered into renewed one-year agreements with Shang-Chiai Kuang and Kung Hwang Liu Shiang to serve as the Company’s independent directors. Under the terms of the agreements, each director is entitled to receive 30,000 shares of the Company’s common stock as compensation. For the three months ended December 31, 2025, the Company recorded $1,092 in stock-based compensation expense related to these agreements.

Previous wording

On August 1, 2025, the Company entered into renewed one-year agreements with Chuen-Huei Lee, Hui-Ming Pao, and Yin-Zhen Huang to serve as independent directors. Under the terms of these agreements, each director was to receive 20,000 shares of the Company’s common stock as compensation. On October 17, 2025, all three individuals resigned from their positions as directors of the Company. For the three months ended September 30, 2025, the Company recorded $728 in stock-based compensation expense related to these agreements.

Current wording

On August 1, 2025, the Company entered into renewed one-year agreements with Chuen-Huei Lee, Hui-Ming Pao, and Yin-Zhen Huang to serve as independent directors. Under the terms of these agreements, each director was to receive 20,000 shares of the Company’s common stock as compensation. On October 17, 2025, all three individuals resigned from their positions as directors of the Company. For the three months ended December 31, 2025, the Company recorded $243 in stock-based compensation expense related to these agreements.

Previous wording

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board on October 8, 2024. 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. The Company terminated the service with this IR firm during the three months ended March 31, 2025. During the three months ended September 30, 2024, the Company recorded $2,050 stock compensation expense in respect of this agreement.

Current wording

On September 6, 2024, the Company entered an engagement agreement with an Investor Relation (“IR”) firm, approved by the Board on October 8, 2024. The Company paid the IR firm $500 cash per month and 1,000 shares of the Company’s common stock per month to be paid quarterly. The Company terminated the service with this IR firm during the three months ended March 31, 2025. During the three months ended December 31, 2024, the Company recorded $6,150 stock compensation expense in respect of this agreement.

Previous wording

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 three months ended September 30, 2025 and 2024, the Company recorded $90,000 and $nil stock compensation expense for shares to be issued to Mr. Wong. On October 17, 2025, Andy F Wong resigned his position as Chief Financial Officer of the Company.

Current wording

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 three months ended December 31, 2025, the Company recorded $30,000 stock compensation expense for shares to be issued to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from his position as Chief Financial Officer of the Company.

Previous wording

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 three months ended September 30, 2025 and 2024, the Company recorded $190,500 and $ nil stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned his positions as President, Chief Executive Officer, and Secretary of the Company. At the same time, Mr. Tse-Ling Wang agreed to forgo the 87,500 shares that were to be granted for the service period from January 1, 2025, to July 31, 2025. During the period from January 7, 2025, to October 17, 2025, Mr. Tse-Ling Wang was entitled to 208,333 restricted stock units under the agreement. After deducting the 87,500 shares forgone as mentioned above, the remaining number of shares to be issued is 120,833 shares.

Current wording

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 would issue 250,000 restricted stock units which shall be deemed earned in equal monthly instalments of 20,833 shares. During the three months ended December 31, 2025, the Company recorded $30,000 stock compensation expense for shares to be issued to Mr. Wang. On October 17, 2025, Mr. Tse-Ling Wang resigned from his positions as President, Chief Executive Officer, and Secretary of the Company. At the same time, Mr. Tse-Ling Wang agreed to forgo the 87,500 shares that were to be granted for the service period from January 1, 2025 to July 31, 2025. During the period from January 7, 2025 to October 17, 2025, Mr. Tse-Ling Wang was entitled to 208,333 restricted stock units under the agreement. After deducting the 87,500 shares forgone as mentioned above, the remaining number of shares to be issued is 120,833 shares.

Previous wording

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 three months ended September 30, 2025 and 2024, the Company recorded $8,500 and $nil stock compensation expense for shares to be issued to Mr. Liao.

Current wording

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 paid 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 three months ended December 31, 2025 and 2024, the Company recorded $8,500 and nil stock compensation expense, respectively, for shares to be issued to Mr. Liao.

Previous wording

Net other expenses were $2,247 for the three months ended September 30, 2025, and $8,413 for the three months ended September 30, 2024. For the three months ended September 30, 2025, net other expenses mainly consisted of interest expense of $3,288, which was partly offset by other income of $1,041. For the three months ended September 30, 2024, net other expenses mainly consisted of interest expense of $7,958, and other expenses of $455.

Current wording

Net other income was $405 for the three months ended December 31, 2025. Net other expenses was $117,770 for the three months ended December 31, 2024. For the three months ended December 31, 2025, net other income mainly consisted of other income of $1,686, which was partly offset by interest expense of $1,281. For the three months ended December 31, 2024, net other expenses mainly consisted of interest expense of $7,316 and other expenses of $110,454.

Previous wording

We had a net loss of $374,803 for the three months ended September 30, 2025, compared to a net loss of $584,508 for the three months ended September 30, 2024, a decrease in our net loss of $209,705 or 35.88%. The decrease in our net loss from continuing operations was mainly due to the decrease in gross loss, decreased general and administrative expense and decreased share-based compensation as described above.

Current wording

We had a net loss of $126,147 for the three months ended December 31, 2025, compared to a net loss of $962,685 for the three months ended December 31, 2024, a decrease in our net loss of $836,538 or 86.90%. The decrease in our net loss from continuing operations was mainly due to decreased general and administrative expense and decreased share-based compensation as described above.

Previous wording

Cost of revenue was $nil for the three months ended September 30, 2025. Cost of revenue was $128,584 for the three months ended September 30, 2024. We did not have cost of revenues for the three months ended September 30, 2025 was mainly due to no sales. The cost of revenues in three months ended September 30, 2024 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.

Current wording

Cost of revenue was nil and $128,584 for the six months ended December 31, 2025 and 2024, respectively. The cost of revenues in the six months ended December 31, 2024 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.

Previous wording

There was no gross profit (loss) for the three months ended September 30, 2025 as we had no sales. Gross loss for the three months ended September 30, 2024 was $84,341 as we had no regular but only sales of yacht models to a director at below cost for promotion and marketing purpose.

Current wording

There was no gross profit (loss) for the six months ended December 31, 2025 as we had no sales. Gross loss for the six months ended December 31, 2024 was $84,341 as we had no sales other than yacht model sales. The gross loss in the six months ended December 31, 2024 was the result of our decision to sell yacht models below cost for marketing.

Previous wording

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company will pay Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. On September 1, 2025, the Company entered a one-year renewed agreement with Mr. Hong Hsin Lai. During the three months ended September 30, 2025 and 2024, the Company recorded $17,083 and $8,542 stock compensation expense for shares issued to Mr. Lai. On October 17, 2025, Mr. Hong Hsin Lai resigned from his position as Chief Technology Officer of the Company and agreed to forgo the issuance of any stock for the period from September 1, 2025 to October 17, 2025.

Current wording

On September 1, 2024, the Company entered an employment agreement with Mr. Hong Hsin Lai to serve as the Company’s Chief Technology Officer (“CTO”). The agreement was approved by the Board on October 8, 2024. The Company paid Mr. Lai 50,000 shares of the Company’s common stock in the first year of employment. The shares are to be paid in full within four months from September 1, 2024. If the employment agreement is renewed after one year, the Company will pay Mr. Lai 20,000 shares of the Company’s common stock each year in which he remains employed by the Company. On September 1, 2025, the Company entered a one-year renewed agreement with Mr. Hong Hsin Lai. During the six months ended December 31, 2025 and 2024, the Company recorded $17,083 and $34,167 stock compensation expense, respectively, for shares issued to Mr. Lai. On October 17, 2025, Mr. Hong Hsin Lai resigned from his position as Chief Technology Officer of the Company and agreed to forgo the issuance of any stock for the period from September 1, 2025 to October 17, 2025.

Previous wording

We had $8,756 cash and cash equivalents, and working capital deficit of $0.15 million as of September 30, 2025, and generated a net loss of $0.37 million during the three months ended September 30, 2025. Of the assets included in working capital, approximately prepayment to related parties of $0.77 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended September 30, 2025 and 2024.

Current wording

We had $17,906 cash and cash equivalents and working capital deficit of $0.15 million as of December 31, 2025 and generated a net loss of $0.50 million during the six months ended December 31, 2025. Of the assets included in working capital, prepayment to related parties amounted to $0.76 million. The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended December 31, 2025 and 2024.

Previous wording

Net cash used in operating activities was $235,051 for the three months ended September 30, 2025, compared to net cash used in operating activities of $129,776 for the three months ended September 30, 2024. The increase in cash used in operating activities was principally attributable to 1) decreased cash inflow from accounts receivable and accounts receivable from related party by $1,242,465, 2) decreased cash inflow from note receivable of $160,504, 3) increased cash outflow on tax payables by $81,953, and 4) increased cash outflow on deferred revenue by $94,685, which was partly offset by 1) the decrease in our loss after adjustments to reconcile net loss to net cash used in operating activities by $138,249, 2) decreased cash outflow on accounts payable and accounts payable to related party by $1,046,709, 3) increased cash inflow from accrued liabilities and other payables by $16,697, 4) decreased cash outflow on deposit and prepayments and deposit and prepayments to related party by $258,241, and 5) decreased cash outflow on other receivables by $10,303.

Current wording

Net cash used in operating activities was $302,787 for the six months ended December 31, 2025, compared to net cash used in operating activities of $443,287 for the six months ended December 31, 2024. The decrease in cash used in operating activities was principally attributable to 1) the decrease in our loss after adjustments to reconcile net loss to net cash used in operating activities by $532,922, 2) decreased cash outflow from accounts payable and accounts payable to related party by $1,357,048, 3) decreased cash outflow on other receivables of $9,566, and 4) increased cash inflow on inventory by $4,150, which was partly offset by 1) decreased cash inflow from accounts receivable and accounts receivable from related party by $1,242,454, 2) decreased cash inflow from note receivable by $160,391, 3) decreased cash inflow from deposit and prepayment by $108,471, 3) decreased cash inflow from accrued liabilities and other payables by $47,316, 4) increased cash outflow from deferred revenue by $125,250, and 5) increased cash outflow from tax payables by $82,137.

Previous wording

Net cash used in investing activities was nil and nil for the three months ended September 30, 2025 and 2024.

Current wording

Net cash used in investing activities was nil for the six months ended December 31, 2025 and 2024.

Previous wording

Net cash provided by financing activities was $201,143 for the three months ended September 30, 2025, compared to net cash provided by financing activities of $31,395 for the three months ended September 30, 2024. Net cash provided by financing activities for the three months ended September 30, 2025, consisted of proceeds from related party of $1,450,055, which was partly offset by repayments to related parties of $697,896 and repayment of third party loans of $551,016. Net cash provided by financing activities for the three months ended September 30, 2024, consisted of proceeds from related party advances of $77,426, which was partly offset by payments to related parties of $46,031.

Current wording

Net cash provided by financing activities was $279,580 for the six months ended December 31, 2025, compared to net cash provided by financing activities of $186,263 for the six months ended December 31, 2024. Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds from related party of $1,531,210, which was partly offset by repayments to related parties of $699,373 and repayment to third party loans of $552,257. Net cash provided by financing activities for the six months ended December 31, 2024 consisted of proceeds from related party advances of $512,630 and proceeds from a loan from a third party of $92,845, which was partly offset by repayments to related parties of $279,944 and repayment of loans of $139,268.

Previous wording

We had $8,756 cash and cash equivalents and working capital deficit of approximately $146,193 as of September 30, 2025, which included prepayments to related parties of $0.76 million and due to related parties of $0.34 million. We generated a net loss of $0.37 million during the three months ended September 30, 2025, and we had an accumulated deficit of approximately $6.12 million as of September 30, 2025, and generated negative cash flow from operating activities during the period of $0.24 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 wording

We had $17,906 cash and cash equivalents and working capital deficit of approximately $146,879 as of December 31, 2025, which included prepayments to related parties of $0.76 million and due to related parties of $0.37 million. We generated a net loss of $0.50 million during the six months ended December 31, 2025, and we had an accumulated deficit of approximately $6.25 million as of December 31, 2025 and generated negative cash flow from operating activities during the period of $0.30 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

Previous wording

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.

Current wording

In January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) to clarify the effective date guidance introduced in ASU 2024 – 03. The FASB issued ASU 2024-03 on November 4, 2024, which 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.