Annual Report for Fiscal Year Ending June 30, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

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.

Overview

We are a global yacht sales and service provider 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. We are focused on promoting sales of our products and services to clients in the United States and Southeast Asia. The Company is also the exclusive distributor of Monte-Fino yachts in Asia and the Middle East and is the non-exclusive distributor in other territories throughout the world for which Monte-Fino has not appointed an exclusive distributor. Monte Fino is a well-known brand owned by Taiwan Kha Shing Yacht Company, one of the leading yacht manufacturers in the world.

The Company previously maintained its headquarters at its branch in Taiwan, Republic of China ("Taiwan" or "ROC"), Vivic Corp. Taiwan Branch ("Vivic Taiwan"). It was mainly engaged in yacht procurement, sales, and leasing services in Taiwan and other countries. In August 2025, the Company determined to concentrate its operations in the United States and Southeast Asia and to discontinue pursuing the Taiwan market. Accordingly, the Company initiated the wind-down and deregistration of Vivic Taiwan, which was completed in April 2026.

On July 12, 2023, Vivic Corporation (Hong Kong) Co. Limited ("Vivic Hong Kong"), a wholly-owned subsidiary of the Company, entered into a Stock Purchase Agreement with Yun-Kuang Kung (Mr. "Kung", son of Shang-Chiai Kung, who was then the Company's principal shareholder, President and Chief Executive Officer), pursuant to which, Mr. Kung acquired all of the shares of the Company's wholly owned subsidiary Guangdong Weiguan Ship Tech Co., Ltd ("Weiguan Ship"). In consideration for its interest in Weiguan Ship, the Company received RMB 1,000 ($137) and the agreement of Mr. Kung to indemnify the Company and its affiliates and hold them harmless from, against and in respect of any and all claims arising out of or related to the business of Weiguan Ship whether arising before or after the date of the Stock Purchase Agreement, whether currently known or unknown, including, without limitation any claims for taxes. As a result of its divestiture of Weiguan Ship, the Company disposed of all of its business operations in mainland China. During the fiscal year ended June 30, 2026, Vivic Hong Kong was operationally dormant and the Company's principal operations were conducted through Vivic Corp., its Nevada parent company.

Results of Operations

The following table summarizes our results of operations for the years ended June 30, 2026 and 2025. Certain columns may not be add due to rounding.

Comparison of results of operations for the years ended June 30, 2026, and 2025

Revenue

There was no revenue for the year ended June 30, 2026. Revenue was $44,515 for the year ended June 30, 2025. 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 Company did not generate any revenue during the year ended June 30, 2026, primarily as a result of the Company's transition in its sales strategy and product development focus. During the period, the Company shifted its product development efforts toward new energy vessels and the development of new yacht models, with certain initial development costs being supported by the Company's development partners and manufacturing partners. The Company also undertook a reorganization of its product portfolio and sales strategy. As a result, no new yacht sales were completed during the fiscal year.

Cost of revenue

Cost of revenue was nil and $126,927 for the years ended June 30, 2026 and 2025, respectively. The cost of revenues in 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.

Gross profit (loss)

There was no gross profit (loss) for the year ended June 30, 2026, as we had no sales. Gross loss for the year ended June 30, 2025 was $82,412 as we had no sales other than yacht model sales. The gross loss in the year ended June 30, 2025 was the result of our decision to sell yacht models below cost for marketing.

Operating expenses

Selling expenses consisted mainly of advertising, employee salaries and welfare, entertainment, and transportation expenses of the marketing department. Selling expenses were nil for the years ended June 30, 2026, and 2025.

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 $242,649 for the year ended June 30, 2026, compared to $784,492 for the year ended June 30, 2025, a decrease of $541,843 or 69.07%. The decrease of general and administrative ("G&A") expenses mainly reflected decreased professional fees by $220,533, decreased subcontract labor expenses by $78,892, decreased payroll expense by $75,846, decreased bad debt expense by $86,026, decreased insurance expense by $5,162, decreased repair and maintenance expense by $37,638, and decreased meals and entertainment expense by $12,653.

Loss on prepayments was $574,177 for the year ended June 30, 2026, compared with nil for the year ended June 30, 2025. The loss consisted of $266,387 related to Weiguan Ship, $44,492 related to Fujian Jiaxin Company Limited, and $263,298 related to Hainan Jiajie Shipbuilding Manufacturing Company Limited. As of June 30, 2026, the Company had a remaining related-party prepayment balance of $400,000 with Fujian Jiaxin Company Limited.

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 years ended June 30, 2026 and 2025, the Company recorded $126,500 and $1,771,000, respectively, from the prepayment to stock compensation expense.

On August 1, 2025, the Company entered into renewed one-year agreements with Shang-Chiai Kung and Liu-Shiang Kung Hwang to serve as the Company's 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 year ended June 30, 2026, the Company recorded $4,004 stock-based compensation expense related to these agreements.

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 directors. Under the terms of these agreements, each director was to receive 20,000 shares of the Company's common stock as compensation. Hui-Ming Pao and Yin-Zhen Huang resigned on October 17, 2025, and Chuen-Huei Lee resigned on October 29, 2025. For the year ended June 30, 2026, the Company recorded $971 stock-based compensation expense related to these agreements.

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 years ended June 30, 2026 and 2025, the Company recorded $17,083 and $85,417 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.

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 year ended June 30, 2025, the Company issued 3,000 shares of the Company's common stock and recorded $8,200 stock compensation expense in respect of this agreement.

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 issued 100,000 restricted stock units which shall be deemed earned in equal monthly instalments of 8,333 shares. During the year ended June 30, 2026, the Company recorded $120,000 stock compensation expense for shares to Mr. Wong. On October 17, 2025, Andy F. Wong resigned from his position as Chief Financial Officer of the Company.

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, 2026, the Company recorded $47,999 stock compensation expense for shares issued to Mr. Wang, net of amounts previously recorded for his compensation as a director, which were subsequently returned and offset against his compensation as Chief Executive Officer. On October 17, 2025, Mr. Tse-Ling Wang resigned from his positions as President, Chief Executive Officer, and Secretary of the Company. During the period from January 7, 2025 to October 17, 2025, Mr. Wang earned 208,333 restricted stock units under his employment agreement. In connection with his appointment as Chief Executive Officer, the Company and Mr. Wang agreed that 87,500 shares previously issued to him as compensation for his service as a director would be applied against the shares earned under his employment agreement. Accordingly, after giving effect to this offset, the remaining number of shares to be issued to Mr. Wang under his employment agreement was 120,833 shares.

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. Effective January 25, 2026, Mr. Liao ceased serving as the Company's Chief Operating Officer and transitioned to the role of Marketing Director. The Company will pay Mr. Liao a commission equal to one percent (1%) of the vessel's listed sale price. During the years ended June 30, 2026 and 2025, the Company recorded $19,833 and $14,166 stock compensation expense for shares to be issued to Mr. Liao.

On October 17, 2025, the Company entered an employment agreement with Mr. Chen-Hon Chuang to serve as the Company's CEO and CFO for an initial term expiring October 16, 2026. The agreement was approved by the Board on October 17, 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, 2026, the Company recorded $12,938 stock compensation expense for shares issued to Mr. Chuang.

Other expenses, net

Net other expense was $3,979 and $145,296 for the years ended June 30, 2026 and 2025, respectively. For the year ended June 30, 2026, net other expense mainly consisted of other income of $2,727, which was partly offset by interest expense of $6,706. For the year ended June 30, 2025, net other expenses mainly consisted of interest expense of $30,409, and other expenses of $114,887.

Net loss

We had a net loss of $1,170,133 for the year ended June 30, 2026, compared to a net loss of $3,446,751 for the year ended June 30, 2025, a decrease in our net loss of $2,276,618 or 66.05%. The decrease in our net loss was mainly due to decreased general and administrative expense and decreased share-based compensation, which was partly offset by increased loss on prepayments as described above.

LIQUIDITY AND GOING CONCERN

We had $20,137 cash and cash equivalents and working capital deficit of $0.80 million as of June 30, 2026 and generated a net loss of $1.17 million during the year ended June 30, 2026. Of the assets included in working capital, prepayment to related parties amounted to $0.40 million. 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, 2026 and 2025.

Net cash used in operating activities

Net cash used in operating activities was $316,594 for the year ended June 30, 2026, compared to $458,645 for the year ended June 30, 2025, representing a decrease in cash used in operating activities of $142,051. The decrease was primarily attributable to the lower net loss in fiscal 2026, partially offset by changes in working capital, including accounts payable, prepayments, deferred revenue and other operating assets and liabilities.

Net cash provided by investing activities

The Company had no cash flows from investing activities during the years ended June 30, 2026 and 2025.

Net cash provided by financing activities

Net cash provided by financing activities was $294,454 and $187,749 for the years ended June 30, 2026 and 2025, respectively. Net cash provided by financing activities for the year ended June 30, 2026 consisted of proceeds from related parties of $907,439, partially offset by repayments to related parties of $60,728 and loan repayments of $552,257. Net cash provided by financing activities for the year ended June 30, 2025 consisted of proceeds from related parties of $561,420 and loan proceeds of $124,642, partially offset by repayments to related parties of $358,091 and loan repayments of $140,222.

Going Concern

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We had $20,137 cash and cash equivalents and working capital deficit of approximately $804,603 as of June 30, 2026, which included prepayments to related parties of $0.40 million and due to related parties of $0.38 million. We generated a net loss of $1.17 million during the year ended June 30, 2026, and we had an accumulated deficit of approximately $6.92 million as of June 30, 2026 and generated negative cash flow from operating activities during the period of $0.32 million. We do not have sustained and stable income, and there is also significant uncertainty in regarding its income for the next 12 months.

The Company's ability to continue as a going concern within one year after the date the consolidated financial statements are issued is dependent upon continued financial support from related parties and obtaining additional financing through loans or investments from third parties. The Company is actively pursuing additional financing for its operations through loans and the sale of equity. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations.

Management has determined that the above conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The consolidated financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

PLAN OF OPERATION AND FUNDING

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.

Based on current cash resources and anticipated support from related parties, management believes the Company may be able to fund limited operations in the near term. However, there can be no assurance that such support or additional financing will be available when needed or on acceptable terms. We have no lines of credit or other bank financing arrangements apart from amounts outstanding under our EIDL loan. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments to our principal shareholders. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with our business and (ii) marketing expenses. We intend to finance these expenses with further issuances of equity securities and debt instruments. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

Except for the obligations under the yacht sales and co-development agreements disclosed elsewhere in this report, we have no other material commitments as of the date of this report.

OFF-BALANCE SHEET ARRANGEMENTS

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.

RECENT ACCOUNTING PRONOUNCEMENTS

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 Simplification that 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 prohibited. The adoption of ASU 2023-06 is not expected to have a material impact on the Company's consolidated financial statements or related disclosures.

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.

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.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company early adopted ASU 2025-05 during the year ended June 30, 2026. The Company evaluated the impact of the amendments and determined that the adoption did not have a material impact on its consolidated financial statements.

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.