Note 16. Subsequent Events

 SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 14, 2026, which is the date these financial statements were available to be issued.

Related Party Working Capital Loans

On July 1, 2026 and July 22, 2026, the Company entered into two additional loan agreements with GV Assets under the $800,000 borrowing limit approved by the Company’s board of directors on June 15, 2026, in principal amounts of $250,000 each, bearing simple interest at 2% per annum and maturing six months from disbursement. The proceeds were received in July 2026. These amounts were borrowed subsequent to June 30, 2026 and are not reflected in the accompanying condensed consolidated balance sheet as of that date.

Conversion and Mutual Release Agreements

On July 30, 2026, the Company, Goodvision California, GV Assets, and Calisa Acquisition Corp. entered into a Conversion and Mutual Release Agreement pursuant to which, immediately prior to or substantially concurrently with the closing of the Business Combination: (i) $1,380,000 of outstanding loan principal owed to GV Assets, comprising loans made between January and July 2026 (of which $880,000 is reflected in the accompanying condensed consolidated balance sheet as of June 30, 2026 and $500,000 was incurred under two loan agreements entered into on July 1, 2026 and July 22, 2026, in the principal amount of $250,000 each), will be converted into 138,000 Class A ordinary shares of the surviving public company at $10.00 per share, with all accrued interest, fees, and costs irrevocably waived; and (ii) $930,000 of advanced transaction expenses paid or advanced by GV Assets on behalf of the Company (of which $928,522 is reflected as due to related party as of June 30, 2026) will be satisfied through the issuance of 93,000 Class A ordinary shares at a deemed purchase price of $10.00 per share (231,000 shares in the aggregate).

Also on July 30, 2026, the Company, Waterdrip, and Calisa Acquisition Corp. entered into a Conversion and Mutual Release Agreement pursuant to which $520,000 of outstanding loan principal owed to Waterdrip will be converted into 52,000 Class A ordinary shares of the surviving public company at $10.00 per share on the same basis. Each agreement terminates automatically if the Business Combination Agreement is terminated, in which case the loans would remain outstanding in accordance with their terms. Because the conversions are contingent on the consummation of the Business Combination, no adjustment has been recognized in the accompanying condensed consolidated financial statements.

Additional Equity Financings

On July 31, 2026, Calisa Acquisition Corp. entered into securities purchase agreements and related registration rights agreements with Calisa Holding LP (a sponsor of Calisa), Star Shuttle LLC, and HKTT Horizon AI Fund, L.P., providing for the issuance, immediately prior to or substantially concurrently with the closing of the Business Combination, of 300,000, 200,000, and 300,000 Class A ordinary shares of the surviving public company, respectively, at $10.00 per share, for aggregate gross proceeds of $8,000,000. The proceeds had not been received as of the date these financial statements were available to be issued, and no amounts are reflected in the accompanying condensed consolidated balance sheet.

Other than the matters described above, management is not aware of any other subsequent events requiring recognition or disclosure in these financial statements.

The Company has evaluated subsequent events through April 3, 2026, which is the date these financial statements were available to be issued. The following subsequent events have been identified that require disclosure:

Reorganization and Recapitalization

Subsequent to September 30, 2025, the Company undertook certain reorganization steps in contemplation of a proposed business combination with a special purpose acquisition company (a “de-SPAC transaction”).

Share transfers at Goodvision, Inc. (California)

Following year end, certain shares of Goodvision, Inc. (California) (“Goodvision California” or the “Company”) held by the founders were transferred to new investors pursuant to stock transfer arrangements, resulting in the new investors becoming shareholders of Goodvision California.

Formation of Intermediate Holding Company

On October 17, 2025, Goodvision AI Inc., a Cayman Islands exempted company (“Goodvision Cayman”), was incorporated with authorized share capital of $50,000 consisting of 10,000 ordinary shares with a par value of $5.00 per share. On November 5, 2025, Goodvision Cayman issued 10,000 ordinary shares to GV Assets Holdings Limited, Guru Assets Holdings Limited, and certain other investors for aggregate gross proceeds of $50,000.

On November 11, 2025, Goodvision AI Ltd (“Goodvision BVI”), a British Virgin Islands business company, was formed as an intermediate holding company. Goodvision BVI is a wholly owned subsidiary of Goodvision Cayman. On November 20, 2025, all 1,000,000 shares of Goodvision California common stock were transferred from the existing shareholders of Goodvision California to Goodvision AI Ltd (“Goodvision BVI”) pursuant to share transfer agreements. As a result of these transfers, Goodvision BVI became the sole shareholder and holder of 100% of the issued and outstanding shares of Goodvision California.

As a result of the reorganization, Goodvision Cayman became the ultimate parent holding company of the group, with Goodvision BVI serving as an intermediate holding entity between Goodvision Cayman and the Company.

Impact on the historical financial statements presented and Regulation S-X considerations

The transactions described above occurred subsequent to September 30, 2025 and, accordingly, are not reflected in the accompanying historical financial statements as of and for the years ended September 30, 2025 and 2024.

The historical financial statements presented herein reflect Goodvision California as the accounting predecessor and do not give effect to the post-reorganization legal structure, ownership, or capital structure resulting from the share transfers and share exchange arrangements.

In connection with the contemplated de-SPAC transaction and related filings (including a registration/proxy statement on Form S-4), pro forma financial information giving effect to the reorganization and the de-SPAC transaction, as applicable, is expected to be presented separately in accordance with Article 11 of Regulation S-X (including Rule 11-02). The accompanying historical financial statements do not include such pro forma adjustments.

Business Combination Agreement

On March 6, 2026, Goodvision AI Inc., a Cayman Islands exempted company and the ultimate parent holding company of the Company (“Goodvision Cayman”), entered into a Business Combination Agreement (the “BCA”) with Calisa Acquisition Corp, a Cayman Islands exempted company (“Calisa” or the “SPAC”), and Calisa Merger Sub Inc., a Cayman Islands exempted company and wholly owned subsidiary of Calisa (“Merger Sub”). Pursuant to the BCA, Merger Sub will merge with and into Goodvision Cayman, with Goodvision Cayman surviving the merger as a wholly owned subsidiary of Calisa (the “Business Combination”).

The key terms of the BCA are as follows:

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP ASC 805, with Goodvision Cayman as the accounting acquirer. Under this method of accounting, the SPAC will be treated as the “acquired” company for financial reporting purposes, and the net assets of the SPAC will be stated at historical cost with no goodwill or other intangible assets recorded. The closing of the Business Combination is subject to customary conditions, including shareholder approval of both entities, and is expected to occur by April 23, 2027.

As of the date these financial statements were available to be issued, the Business Combination had not yet been consummated. No assets or liabilities related to the Business Combination have been recognized in the accompanying financial statements as of September 30, 2025. Estimated transaction costs associated with the Business Combination total approximately $3,000,000 and will be recorded in the period in which the transaction is completed.

Related Party Transactions

Repayment of Related Party Receivable

In January 2026, the Company received full repayment of all outstanding amounts under related party receivables that were recorded as of September 30, 2025. As a result, the related party receivable balance on the balance sheet as of September 30, 2025 has been fully collected subsequent to the balance sheet date.

Shareholder Payment of Professional Fees

Subsequent to September 30, 2025, GV Assets Holdings Limited, one of the Company’s shareholders holding 2,100 ordinary shares (21%) of Goodvision Cayman, paid approximately $522,400 of professional service fees on behalf of the Company in connection with the reorganization and the de-SPAC transaction. These fees included accounting advisory services, financial statement audit fees, and legal fees relating to the reorganization. The services were performed after the fiscal year end, and accordingly, no liability for these fees has been recorded in the accompanying financial statements as of September 30, 2025. The Company expects to reimburse GV Assets Holdings Limited for these amounts in the ordinary course of business, and such amounts will be recorded as a related party payable when the reimbursement obligation is formally recognized in the subsequent reporting period.

Other than the matters described above, management is not aware of any other subsequent events that would require recognition or disclosure in these financial statements.