UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
OR
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO ___________
COMMISSION FILE NO.:
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
There were shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 14, 2026.
TABLE OF CONTENTS
| Cautionary Statement Regarding Forward-Looking Statements | 3 | |
| PART I | FINANCIAL INFORMATION | 4 |
| ITEM 1. | INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 4 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 25 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 30 |
| ITEM 4. | CONTROLS AND PROCEDURES | 30 |
| PART II | OTHER INFORMATION | 32 |
| ITEM 1. | LEGAL PROCEEDINGS | 32 |
| ITEM 1A. | RISK FACTORS | 32 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 32 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 32 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 32 |
| ITEM 5 | OTHER INFORMATION | 33 |
| ITEM 6 | EXHIBITS | 33 |
| SIGNATURES | 34 | |
| 2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” and “continue” or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees of future performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026, as amended on April 21, 2026.
Many of those risk factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| 3 |
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars except for Number of Shares)
March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable | ||||||||
| Advance to suppliers | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Financial assets at fair value through profit or loss | ||||||||
| Total current assets | ||||||||
| Equity method investments | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Digital assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Income tax payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Dividend payable | ||||||||
| Due to related parties | ||||||||
| Financial lease liabilities - current | ||||||||
| Warrant liability | ||||||||
| Total current liabilities | ||||||||
| Financial Liability at FVTPL | ||||||||
| Lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 19) | ||||||||
| Mezzanine Equity | ||||||||
| 9.00% Convertible preferred stock ($ par value; Series B Preferred Stock, shares authorized, shares issued and outstanding as of December 31, 2025) | ||||||||
| Total mezzanine equity | ||||||||
| Equity | ||||||||
| Common stock ($ par value; authorized shares; shares and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) | ||||||||
| Preferred stock ($ par value; authorized shares; Series A Preferred Stock, shares authorized, shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively) | ||||||||
| Additional paid-in capital | ||||||||
| Statutory and other reserves | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Nocera, Inc.’s stockholders’ equity | ( | ) | ( | ) | ||||
| Non-controlling interests | ||||||||
| Total equity | ( | ) | ( | ) | ||||
| Total liabilities, mezzanine equity, and equity | ||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 4 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in US Dollars except for Number of Shares)
(UNAUDITED)
| Three-months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net sales | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Share based compensation | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Other (expenses) income, net | ||||||||
| Other (expenses) income | ( | ) | ||||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expenses | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Less: Net income attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to Nocera Shareholders | ( | ) | ( | ) | ||||
| Other Comprehensive loss | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation income (loss) | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interest | ( | ) | ||||||
| Less: Foreign currency translation loss attributable to non-controlling interest | ( | ) | ||||||
| Comprehensive loss attributable to Nocera Shareholders | ( | ) | ( | ) | ||||
| Loss per share | $ | (0.0865 | ) | $ | (0.0175 | ) | ||
| Net loss per share – basic and diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding - Basic and Diluted | ||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 5 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars except for Number of Shares)
(UNAUDITED)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation expenses | ||||||||
| Amortization | ||||||||
| Unrealized (gains) losses on digital assets | ||||||||
| Share of (profit)/loss of associates | ||||||||
| Gain on fair value change of financial assets held for trading | ( | ) | ||||||
| Non-cash interest expenses arisen from convertible note | ||||||||
| Non-cash interest expenses on Lease liability | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ( | ) | ||||||
| Advance to suppliers | ||||||||
| Prepaid expenses and other assets, net | ||||||||
| Other non-current assets | ||||||||
| Accounts payable | ||||||||
| Advanced from customers | ||||||||
| Other payables and accrued liabilities | ||||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Subtract non-cash gain on warrant liabilities | ( | ) | ||||||
| Advance receipts | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of property and equipment | ||||||||
| Proceeds from disposal of financial assets at FVTPL | ||||||||
| Purchases of digital assets | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Payment of lease liabilities | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net (decrease)/increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | ||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 6 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Stated in US Dollars except Number of Shares)
(UNAUDITED)
| Mezzanine Equity | Shareholders’ Equity | ||||||||||||||||||||||||||||||||
| Convertible Preferred Stock | Common Stock | Preferred Stock | Additional Paid-in | Statutory and other | Accumulated | Accumulated Other Comprehensive | Total Nocera Inc.’s Stockholders’ | Non- controlling | Total Stockholders’ | ||||||||||||||||||||||||
| Stock | Amount | Stock | Amount | Stock | Amount | Capital | Reserves | Losses | Income | Equity | Interests | Equity | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance, January 1, 2025 | ( | ) | |||||||||||||||||||||||||||||||
| Common stock issuance | – | – | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | – | – | – | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Preferred stock dividend | – | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | ( | ) | ( | ) | ( | ||||||||||||||||||||||||||||
| Convertible preferred stock converted into common stock | – | – | |||||||||||||||||||||||||||||||
| Convertible preferred stock issuance | ( | ( | – | – | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | – | – | – | ||||||||||||||||||||||||||||||
| Preferred stock dividend | – | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance,March 31, 2026 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| 7 |
NOCERA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business Description
Nocera is a Nevada corporation headquartered in New Taipei City, Taiwan. As of the date of this Quarterly Report on Form 10-Q, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce. Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc. Taiwan Branch (“NTB”). NTB engages in the trading of fish, primarily eels, in the Republic of Taiwan. In the E-Commerce segment, which is administered through Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”), an unincorporated division of the Company, we act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. In addition, we design recirculation aquaculture systems (“RAS”) for fish farming, and we consult with customers in the manufacture and installation of RAS.
In January 2026, the Company allocated an aggregate
$
Going concern
The accompanying
unaudited condensed consolidated financial statements have been prepared on a going-concern basis which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited
condensed consolidated financial statements, for the three months ended March 31, 2026 and 2025, the Company recorded a net loss of $
Management’s plans to address these conditions include, but are not limited to, (i) seeking additional capital through equity financing arrangements with existing shareholders and potential new investors, (ii) pursuing strategic financing alternatives, including debt financing, to improve liquidity, (iii) implementing cost control measures to reduce operating expenses, and (iv) expanding revenue-generating activities through the development of new business opportunities and enhancement of existing operations.
The Company is currently in discussions with potential investors and financing sources; however, no definitive agreements have been executed as of the date of issuance of these financial statements. Accordingly, there can be no assurance that the Company will be successful in obtaining sufficient funding or achieving its business objectives.
Even if the Company is able to obtain additional financing, such financing may not be available on favorable terms, and may include restrictive covenants in the case of debt financing or result in significant dilution to existing stockholders in the case of equity financing. Therefore, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026.
The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.
| 8 |
Reclassification
Certain prior period amounts have been reclassified to conform with current year presentation.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
The Company does not have accounts receivable outstanding as of March 31, 2026.
| Three months ended March 31, | ||||
| 2026 | 2025 | |||
| Revenue | ||||
| Customer A | ||||
| Customer B | ||||
| Customer C | ||||
| Customer D | ||||
| Customer E | ||||
Recent Accounting Pronouncements
The FASB issued several updates during the period, but none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption.
Fair Value Measurement
The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:
| · | Level 1: Quoted prices in active markets for identical assets or liabilities. | |
| · | Level 2: Observable inputs other than Level 1, either directly or indirectly. | |
| · | Level 3: Unobservable inputs, used when observable inputs are not available. |
The Company measures certain financial instruments at fair value on a recurring basis, including warrant liabilities and convertible notes. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.
Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.
| 9 |
Note 2 VARIABLE INTEREST ENTITY (“VIE”)
The Company consolidates Xinca, a VIE for which the Company is determined to be the primary beneficiary in accordance with ASC 810, Consolidation, as disclosed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026.
The Company does not have any equity ownership interest in its consolidated VIE. The Company’s involvement with this VIE is through contractual arrangements that provide the Company with (i) the power to direct the activities that most significantly impact the VIE’ economic performance and (ii) the right to receive substantially all of the economic benefits of the VIE, while also obligating the Company to absorb losses that could potentially be significant.
The assets of the consolidated VIE may only be used to settle the obligations of the respective VIE and are not available to satisfy the obligations of the Company, except as otherwise permitted under the relevant contractual arrangements. The creditors of the consolidated VIE do not have recourse to the general credit of the Company.
The following tables present the carrying amounts of the assets and liabilities of the Company’s consolidated VIE included in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Cash and bank balance | ||||||||
| Prepaid expense and other receivables | ||||||||
| Property and equipment, net | ||||||||
| Accrued expense and other liabilities | ( | ) | ( | ) | ||||
| Long-term secured other borrowing | ( | ) | ( | ) | ||||
| Net assets value | ||||||||
Note 3 ACCOUNTS RECEIVABLE
The Company assesses the collectability of its
receivables on a quarterly basis. For the three months ended March 31, 2026 and 2025, the Company recorded
Note 4 ADVANCE TO SUPPLIERS
Balances of advances to suppliers were $
Note 5 PREPAID EXPENSES AND OTHER CURRENT ASSETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Prepaid expenses and other assets | ||||||||
| Total | ||||||||
Others include deposits, employee loans, and other receivables, which are expected to be collected in accordance with normal payment cycles and are considered part of ongoing operations.
| 10 |
Note 6 PROPERTY AND EQUIPMENT, NET
As of March 31, 2026 and December 31, 2025, property and equipment consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| $ | $ | |||||||
| Land | ||||||||
| Equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
Depreciation expenses for the three months ended
March 31, 2026 and 2025 were $
Note 7 RIGHT-OF-USE ASSETS
The Company adopted ASU No. 2016-02 Leases, on January 1, 2019, the beginning of fiscal year 2019, using the modified retrospective approach. The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
Operating leases are included in the right-of-use lease assets, current lease liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term
The carrying amount of right-of-use assets by class of underlying asset are as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| At cost: | ||||||||
| Equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Right-of-use assets, net | ||||||||
| 11 |
Right-of-use assets under operating leasing arrangements
classified under motor vehicles as of March 31, 2026 and December 31, 2025 amounted to $
The table below presents the lease-related assets and liabilities recorded on the balance sheet.
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
| Finance lease, right-of-use asset, net | ||||||||
| Right-of-use assets, net | ||||||||
| Liabilities | ||||||||
| Current | ||||||||
| Finance lease liability | ||||||||
| Non-current | ||||||||
| Finance lease liability | ||||||||
| Total Finance lease liabilities | ||||||||
Components of Lease Expense
We recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.
Note 8 EQUITY METHOD INVESTMENTS
Tachyonext Inc. (“Tachyonext”)
On June 5, 2025, the Company acquired a
For the three months ended March 31, 2026, the
Company recognized a loss of $
| 12 |
LONGWOOL (“Longwool”)
On December 1, 2025, the Company entered into
a stock purchase agreement with Longwool, a French corporation, to acquire an equity interest representing
For the three months ended March 31, 2026, the
Company recognized a gain of $ representing its proportionate share of Longwool’s net gain. As of March 31, 2026, the carrying
value of the investment in Longwool was $
Note 9 DIGITAL ASSETS
During the first quarter of 2026, the Company began investing in digital assets, which are comprised solely of Bitcoin, and are measured at fair value as of each reporting period in accordance with ASU 2023-08. The Company classifies these digital assets as non-current assets on the unaudited condensed consolidated balance sheets.
The Company determines the fair value of its Bitcoin in accordance with ASC 820, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for Bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred within Other income (expense), net in the unaudited condensed consolidated statements of operations.
The following table summarizes the carrying amounts of the Company's digital assets shown on the unaudited condensed consolidated balance sheets as of March 31, 2026:
| March 31, 2026 | ||||
| Units held | ||||
| Cost basis | $ | |||
| Beginning balance at fair value | $ | |||
| Purchase | ||||
| Unrealized loss | ( | ) | ||
| Ending balance at fair value | $ | |||
Note 10 ACCRUED EXPENSES AND OTHER LIABILITIES
As of March 31, 2026 and December 31, 2025, accrued expenses and other liabilities consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Accrued expenses | ||||||||
| Other liabilities | ||||||||
| Balance at end of year | ||||||||
| 13 |
Note 11 CONVERTIBLE NOTE
On October 31, 2025, the Company entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the
“Investor”), pursuant to which the Company may issue and sell, in multiple closings, senior secured convertible notes in
an aggregate original principal amount of up to $
The Note is secured by a first-priority security interest in substantially all of the Company’s assets purchased or acquired with the proceeds from the sale of the Note, pursuant to a Pledge and Security Agreement and an Account Control Agreement, each dated as of November 3, 2025. The Note ranks senior to all existing and future indebtedness of the Company, subject to certain permitted indebtedness exceptions.
The Note is convertible at any time at the option of the holder into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The conversion price is equal to the lower of: (A) The lower of (i) $2.01, and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the closing; and (B) 93% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock during the ten trading days immediately preceding the conversion date.
The conversion price is subject to a floor price and customary adjustments. The holder is restricted from converting the Note if such conversion would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock, which may be increased to 9.99% upon 61 days’ prior written notice.
The Company elected the fair value option for the Note in accordance with ASC 825. Accordingly, the Note is measured at fair value at each reporting date, with changes in fair value recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss.
The fair value of the Note is classified as Level 3 within the fair value hierarchy due to the lack of an active market and reliance on unobservable inputs. The fair value is estimated using a discounted cash flow model based on expected future principal and interest payments, adjusted for expected conversions and the Floor Price of the conversion feature. The discount rate is based on management’s estimate of rates for similar debt instruments, adjusted for the Company’s credit risk. Changes in key assumptions, including the discount rate or expected conversion, could materially affect the estimated fair value of the convertible notes.
Issuance costs of $
In December 2025, a holder of the Note
converted $
| March 31, 2026 | ||||
| $ | ||||
| Balance at beginning of year | ||||
| Issuance | ||||
| Accrued interest | ||||
| Conversion | ( | ) | ||
| Change in fair value | ( | ) | ||
| Balance at end of year | ||||
| 14 |
Note 12 WARRANTS
IPO Warrants
In connection with the Company’s initial public offering, the Company issued warrants to purchase shares of its Common Stock (the “IPO Warrants”). The IPO Warrants contain exercise price reset provisions whereby the exercise price may be adjusted based on the VWAP of the Common Stock following issuance. In addition, the Company may, subject to holder consent, reduce the exercise price at the discretion of the Board of Directors. The IPO Warrants also provide the Company with redemption rights at a price equal to a multiple of the exercise price upon the satisfaction of certain market-based conditions. Due to the presence of exercise price reset features, discretionary repricing provisions and non-nominal redemption terms, the IPO Warrants do not meet the criteria for equity classification. Accordingly, the IPO Warrants are classified as warrant liabilities and are recorded at fair value at each reporting date, with changes in fair value recognized in earnings.
The IPO Warrants are classified as Level 3 within the fair value hierarchy because they are not traded in an active market and their valuation relies on significant unobservable inputs. The fair value of the IPO Warrants is estimated using the Black-Scholes option pricing model, incorporating assumptions regarding the fair value of the Company’s common stock, expected term, expected volatility, risk-free interest rate, dividend yield, and adjustments for exercise price reset and redemption features. The expected term equals the remaining contractual term, as the IPO Warrants are fully vested and exercisable. Expected volatility is based on the historical volatility of a group of comparable publicly traded companies over a period consistent with the expected term. The risk-free interest rate is based on U.S. Treasury yields with maturities consistent with the expected term. The dividend yield is assumed to be zero, as the Company has not historically paid dividends and does not expect to pay dividends for the foreseeable future. Changes in key assumptions could materially affect the estimated fair value of the IPO Warrants.
| March 31, 2026 | December 31, 2025 | |||||||
| Exercise price | ||||||||
| Risk free rate | ||||||||
| Dividend yield | ||||||||
| Expected term (year) | ||||||||
| Expected volatility | ||||||||
The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 3 inputs:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Fair value at the beginning of period | ||||||||
| Fair value change of warrants included in earnings | ( | ) | ( | ) | ||||
| Fair value at the end of period | ||||||||
| 15 |
The following is a summary of the IPO warrant activity:
Number of Warrants | Average Exercise Price | Weighted Average Remaining Contractual Term in Years | |||||||||
| Outstanding and exercisable at January 1, 2025 | |||||||||||
| Exercised | |||||||||||
| Granted | |||||||||||
| Expired | |||||||||||
| Outstanding and exercisable at March 31, 2026 | |||||||||||
Class A and Class B warrants
The Company has issued Class A and Class B warrants to employees and other service providers as part of its equity compensation arrangements. The Class A and Class B warrants are exercisable into a fixed number of shares of the Company’s common stock at fixed exercise prices and are classified as equity.
The Company estimated the grant-date fair value of warrants issued to service providers using the Black-Scholes option pricing model. The valuation model requires assumptions related to the fair value of the Common Stock on the grant date, expected term, expected volatility, risk-free interest rate, and dividend yield. These warrants are recognized as stock-based compensation expense over the requisite service period and are not subsequently remeasured after the grant date.
The expected term of the warrants was estimated based on the contractual term of the warrants, as the warrants were fully vested and exercisable upon grant and no vesting period applies. Expected volatility was estimated using the historical volatility of comparable publicly traded companies over a period consistent with the expected term of the warrants. The risk-free interest rate was based on the U.S. Treasury yield in effect at the grant date with a maturity corresponding to the expected term of the warrants. The Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future; therefore, the dividend yield was assumed to be zero.
| March 31, 2026 | ||||
| Exercise price | $ | |||
| Risk free rate | ||||
| Dividend yield | ||||
| Expected term (year) | ||||
| Expected volatility | ||||
| 16 |
The following is a summary of the Class A and Class B warrant activity:
Number of Warrants | Average Exercise Price | Weighted Average Remaining Contractual Term in Years | |||||||||
| Outstanding and exercisable at January 1, 2025 | $ | ||||||||||
| Exercised | |||||||||||
| Granted | |||||||||||
| Expired | |||||||||||
| Outstanding and exercisable at March 31, 2026 | $ | ||||||||||
Note 13 COMMON STOCK
The Company is authorized to issue shares of Common Stock. As of March 31, 2026 and December 31, 2025, shares and shares, respectively, were issued and outstanding.
Recent Issuance of Common Stock
| · | In March 2026, a preferred stock holder converted shares of preferred stock Series B with $ |
Note 14 PREFERRED STOCK
Series A Preferred Stock
In August 2021, the Company issued shares of Series A preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) at an issue price of $ per share to certain investors. The Series A Preferred Stock is non-voting and non-redeemable. The holder of the Series A Preferred Stock will have priority over the holders of Common Stock of the Company on the assets and funds of the Company in a distribution of assets in the event of a liquidation, winding up or dissolution of the Company.
On August 11, 2022, the Company effected a
As of March 31, 2026 and 2025, there were shares of Series A Preferred Stock issued and outstanding.
| 17 |
Series B Preferred Stock
On August 28, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada, designating up to shares of series B preferred stock, par value $ per share (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $1,000.
On August 29, 2025, the Company entered into
a securities purchase agreement (the “Series B Preferred Purchase Agreement”) with an institutional accredited investor
(the Series B Preferred Investor”). Pursuant to the Series B Preferred Purchase Agreement, the Company sold
shares of Series B Preferred Stock to the Series B Preferred Investor at a purchase price of $
per share. The aggregate purchase price received by the Company was $
The key terms of the Series B Preferred Stock are as follows:
| · | Dividends: Beginning October 1, 2025, holders are entitled to receive mandatory monthly dividends at an annual rate of | |
| · | Conversion: The Series B Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock. The conversion price is $ | |
| · | Ranking: The Series B Preferred Stock ranks senior to the Common Stock and the Series A Preferred Stock with respect to preferences on dividends, distributions, and payments upon liquidation. | |
|
· |
Voting Rights: The Series B Preferred Stock has no voting rights. | |
|
· |
Redemption: The Series B Preferred Stock is redeemable at the Company’s option at any time. Holders have the option to require the Company to redeem the shares at any time after the two-year anniversary of the initial issuance date. Upon the occurrence of certain events of default, holders may require a mandatory redemption at a price equal to 125% of the stated value plus any accrued and unpaid dividends. |
The Series B Preferred Stock is redeemable upon the occurrence of a deemed liquidation event that is not solely within the control of the Company and is classified as mezzanine equity on the consolidated balance sheets. The carrying values of Series B Preferred Stock have not been adjusted to their liquidation preferences as these events have not occurred through March 31, 2026. Carrying values will be adjusted to their liquidation preferences if and when it becomes probable that such events will occur.
The conversion feature of the Series B Preferred Stock permits holders to convert into a fixed number of shares of the Common Stock at a fixed conversion price, subject to customary anti-dilution adjustments. The Company concluded that the conversion feature qualifies for the equity scope exception under ASC 815, Derivatives and Hedging, and therefore was not bifurcated as an embedded derivative.
As of March 31, 2026, the Company did not have any financial liabilities subject to amortized cost measurement.
The Series B Preferred Stock was initially recognized at issuance proceeds, net of issuance costs. The Company evaluates whether it is probable that the Series B Preferred Stock will become redeemable. If and when redemption becomes probable, the carrying amount will be accreted to its redemption value.
The carrying amount of the Series B Preferred Stock is not adjusted for discounts through amortization to interest expense. Any differences between the initial carrying amount and the redemption value will be recognized as accretion to redemption value when redemption becomes probable, with corresponding adjustments recorded to retained earnings (or additional paid-in capital, if retained earnings are insufficient).
| 18 |
In 2018, the Company’s Board of Directors and stockholders adopted the 2018 Stock Option and Award Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of equity-based awards to employees and non-employee service providers. As of December 31, 2025, shares of Common Stock remained available for future issuance under the 2018 Plan.
Warrants
The Company granted equity-based awards, primarily in the form of warrants, in exchange for services rendered. As of March 31, 2026, the Company had outstanding warrants issued to officers, directors, and employees to purchase shares of Common Stock. Refer to Note 11 Warrant – Class A and Class B Warrants.
Share-Based Compensation Expense
For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expense of $ and $, respectively.
Note 16 INCOME TAXES
The Company and its subsidiary, and the consolidated VIE file tax returns separately.
United States
The Company evaluated the Global Intangible Low Taxed Income (“GILTI”) inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of 10.5%. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid.
PRC
A Wholly Foreign Owned Enterprise and the
consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of
Taiwan
The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan. The statutory income tax rate in Taiwan is 20%. An additional surtax of 5%, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the following year. The 5% surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year.
| 19 |
The components of the income tax (benefit) expense are:
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Current | ||||||||
| Deferred | ||||||||
| Total income tax expense (benefit) | ||||||||
The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate applicable to income tax expense is as follows:
| For the three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Taiwan (2025 - PRC) income tax statutory rate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax effect of non-deductible expense | ||||||||||||||||
| Tax effect of non-taxable income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax effect of different tax rates in other jurisdictions | ( | ) | ||||||||||||||
| Changes in valuation allowance | ||||||||||||||||
| Effective tax rate | ||||||||||||||||
The tax effects of temporary differences representing deferred income tax assets and liabilities result principally from the following:
| March 31, 2026 | March 31, 2025 | |||||||
| $ | $ | |||||||
| Deferred tax assets | ||||||||
| Tax loss carried forward | ||||||||
| Allowance for doubtful receivables | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | ||||||||
| Deferred tax liabilities | ||||||||
| Property and equipment, difference in depreciation | ( | ) | ||||||
| Capital allowance | ||||||||
| Deferred tax liabilities, net | ||||||||
| 20 |
The valuation allowance as of March 31, 2026 and December 31, 2025 was primarily provided for the deferred income tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits, or that the future deductibility is uncertain. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The movement for the valuation allowance is as following.
| March 31, 2026 | March 31, 2025 | |||||||
| $ | $ | |||||||
| Balance at beginning of the year | ||||||||
| Additions of valuation allowance | ||||||||
| Reductions of valuation allowance | ( | ) | ( | ) | ||||
| Balance at the end of the year | ||||||||
Note 17 RELATED PARTY BALANCES AND TRANSACTIONS
The balance due to related parties was as following:
| March 31, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Mountain Share Transfer, LLC (1) | ||||||||
| Estate of Mr. Yin-Chieh Cheng (2) | ||||||||
___________________
Note:
| (1) | Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, a former corporate secretary and director of the Company. The balances represented the amount previously paid on behalf of the Company for its daily operation purpose. |
| (2) | The amount due to Mr. Yin-Chieh Cheng’s estate relates to a prior arrangement with him while he served as a director and executive officer of the Company. Mr. Yin-Chieh Cheng was deceased as of July 8, 2023, and the Company is evaluating settlement with the estate. |
| 21 |
Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to non-controlling interest | ( | ) | ||||||
| Net loss attributable to Nocera Shareholders | ( | ) | ( | ) | ||||
| Weighted Average Shares Outstanding – Basic and Diluted | ||||||||
| Loss per share – basic and diluted | ) | ) | ||||||
Note 19 COMMITMENTS AND CONTINGENCIES
Lease Commitment
The Company has two non-cancelable lease agreements for certain office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery. Future minimum lease payments under non-cancellable operating leases with initial terms within one year. The Company recognizes lease expense on a straight-line basis over the lease term.
For the three months ended March 31, 2026 and
2025, the Company recognized $
Capital commitments
As of March 31, 2026, the Company’s capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $.
Contingencies
In the ordinary course of business, the Company may be subject to legal proceeding regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable.
The Company has no significant pending litigation as of March 31, 2026.
| 22 |
Note 20 SEGMENT INFORMATION
The Company’s Chief Operating Decision Maker (“CODM”) is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating resources across the Company’s reportable segments. During the periods presented, the Company’s segments consisted of Fish Trading and E-Commerce. These operating segments reflect the manner in which the CODM evaluates performance and allocates resources.
On December 31, 2025, the Company completed the
disposal of its Catering segment (Meixin). The results of the Catering segment have been classified as discontinued operations for all
periods presented. Accordingly, the segment information disclosed below excludes the results of the Catering segment. The Catering segment
reported net sales of $
Segment performance is evaluated based on segment revenue and operating profit, which includes direct costs and segment-specific general
and administrative expenses, but excludes corporate overhead and interest. The CODM does not regularly review segment assets, and therefore
segment asset information is not presented.
Summary operating results for each of the Company’s reportable segments were as follows:
| For the three months ended March 31, 2026 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment operating losses | ( | ) | ( | ) | ||||||||
| Income tax expenses | ||||||||||||
| Segment losses | ( | ) | ( | ) | ||||||||
| For the three months ended March 31, 2025 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment operating losses | ( | ) | ( | ) | ||||||||
| Income tax expenses | ||||||||||||
| Segment losses | ( | ) | ( | ) | ||||||||
| 23 |
Note 21 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Preferred Stock Dividend Payable
During 2025 and 2024, the Company declared preferred
stock dividends of $
These transactions did not involve the use of cash and, therefore, are not reflected in the accompanying Consolidated Statement of Cash Flows.
Note 22 SUBSEQUENT EVENT
On April 17, 2026, the Company received a notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, the Company does not comply with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The Company reported stockholders’ equity of $(440,735) as of December 31, 2025, and does not currently meet the alternative continued listing standards relating to the market value of listed securities or net income from continuing operations.
| 24 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATING AND FINANCIAL RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition, our unaudited consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed under the section captioned “Cautionary Statement Regarding Forward-Looking Statements” herein as well as any other cautionary language and risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on April 21, 2026. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report on Form 10-Q.
Operations Overview
Our business operations consist primarily of our Fish Trading and E-Commerce segments, which are administered through NTB and Xinca, respectively. In addition, in 2025, the Company made substantial equity investments in two e-commerce companies, one based in the United States and the other in France, and we maintain a legacy RAS design and consulting business. Beginning in January 2026, we embarked on a corporate treasury strategy, with a current emphasis on Bitcoin, in which we have invested $2.0 million to date.
Key Factors Affecting our Performance
As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.
As part of our long-term growth strategy, we may allocate capital toward selective acquisitions or strategic investments that we believe could enhance our operating platform and diversify our revenue base. We intend to evaluate potential targets based on financial performance, scalability, regulatory considerations, and strategic alignment with our core competencies. Any acquisition would be subject to due diligence, negotiation of definitive agreements, availability of financing, and applicable regulatory approvals. Acquisitions involve inherent risks, including integration challenges, potential dilution, assumption of liabilities, and diversion of management attention. There can be no assurance that any contemplated transaction will be identified or consummated, or that any completed transaction will achieve the anticipated benefits.
Known Trends and Uncertainties
Inflation
Prices of certain commodity products, including raw materials, are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs. Increasing prices in the component materials for our goods may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. Our suppliers may also fail to provide consistent quality of products as they may substitute lower cost materials to maintain pricing levels. Nocera’s cost base also reflects significant elements for freight, including fuel, which has significantly increased due to the effects of the coronavirus (COVID-19) pandemic, the Russia-Ukraine war and the conflicts in the Middle East. Rapid and significant changes in commodity prices such as fuel and plastic may negatively affect our profit margins if Nocera is unable to mitigate any inflationary increases through various customer pricing actions and cost reduction initiatives.
| 25 |
Geopolitical Conditions
Our operations could be disrupted by geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events. From time to time, we could have a large revenue stream associated with a particular customer or a large number of customers located in a particular geographic region. Decreased demand from a discrete event impacting a specific customer, industry or region in which we have a concentrated exposure could negatively impact our results of operations.
In February 2022, Russia initiated significant military action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political, business and financial organizations, and the U.S. and certain other countries could impose further sanctions, trade restrictions and other retaliatory actions should the conflict continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.
Foreign Currency
Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency as their functional currencies. Substantially all of our revenue and expenses are in NT dollars. We are subject to the effects of exchange rate fluctuations with respect to any of such currency. For example, the value of the NT dollar depends to a large extent on Taiwan government policies and Taiwan’s domestic and international economic and political developments, as well as supply and demand in the local market.
The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation.
Critical Accounting Policies, Estimates and Assumptions
We prepare our financial statements in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application.
Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on April 21, 2026. Except for the newly adopted accounting policy related to our investments in crypto assets during the first quarter of 2026, there have been no material changes to our critical accounting policies and estimates since December 31, 2025. For further information regarding our accounting policy for crypto assets and the related fair value measurements, please refer to Note 9—Digital Assets to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
| 26 |
Results of Operations
The following table sets forth the consolidated statements of operations of the Company for the three months ended March 31, 2026 and 2025.
Consolidated Statements of Operations
| Three-months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net sales | 2,277,784 | 4,534,128 | ||||||
| Cost of sales | (2,235,804 | ) | (4,483,178 | ) | ||||
| Gross profit | 41,980 | 50,950 | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | (559,208 | ) | (334,372 | ) | ||||
| Share based compensation | (59,854 | ) | – | |||||
| Total operating expenses | (619,062 | ) | (334,372 | ) | ||||
| Other (expenses) income, net | ||||||||
| Other (expenses) income | (696,659 | ) | 25,804 | |||||
| Net loss before income taxes | (1,273,741 | ) | (257,618 | ) | ||||
| Income tax expenses | – | – | ||||||
| Net loss | (1,273,741 | ) | (257,618 | ) | ||||
| Net loss | (1,273,741 | ) | (257,618 | ) | ||||
| Less: Net income attributable to non-controlling interests | – | (9,600 | ) | |||||
| Net loss attributable to Nocera Shareholders | (1,273,741 | ) | (248,018 | ) | ||||
| Other Comprehensive loss | ||||||||
| Net loss | (1,273,741 | ) | (257,618 | ) | ||||
| Foreign currency translation income (loss) | (1,379 | ) | 3,625 | |||||
| Total comprehensive loss | (1,275,120 | ) | (253,993 | ) | ||||
| Less: Net loss attributable to non-controlling interest | – | (9,600 | ) | |||||
| Less: Foreign currency translation loss attributable to non-controlling interest | – | (423 | ) | |||||
| Comprehensive loss attributable to Nocera Shareholders | (1,275,120 | ) | (243,970 | ) | ||||
| Loss per share | $ | (0.0865 | ) | $ | (0.0175 | ) | ||
| Net loss per share – basic and diluted | $ | (0.0865 | ) | $ | (0.0175 | ) | ||
| Weighted Average Shares Outstanding - Basic and Diluted | 14,718,319 | 14,159,761 | ||||||
| 27 |
Comparison of Results of Operations for the three months ended March 31, 2026 and 2025
Revenue
Revenue for the three months ended March 31, 2026 was approximately 2.3 million, compared to approximately $4.5 million for the three months ended March 31, 2025. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
Gross profit
Gross profit for the three months ended March 31, 2026 was approximately $42 thousand, compared to approximately $51 thousand for the three months ended March 31, 2025. The decrease in gross profit was primarily attributable to the disposal of SY Culture in the Company’s e-commerce business during the second quarter of 2025.
General and administrative expenses
General and administrative expenses for the three months ended March 31, 2026 were approximately $559 thousand, compared to approximately $334 thousand for the three months ended March 31, 2025. The increase was primarily attributable to costs of wages and reimbursements fees generated from employees.
Other income (expense)
Other expense for the three months ended March 31, 2026 was approximately $697 thousand, compared to other income approximately $25.8 thousand for the three months ended March 31, 2025. The decrease was primarily attributable to loss of investment of Tachyonext and Bitcoin and a non-cash loss related to the fair value measurement of warrant liabilities.
Summary of Consolidated Statements of Cash Flows
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $ | $ | |||||||
| Net cash used in operating activities | (583,026 | ) | (113,305 | ) | ||||
| Net cash provided by investing activities | (2,000,000 | ) | 429 | |||||
| Net cash provided by (used in) financing activities | (2,183 | ) | 150,000 | |||||
| Effect of the exchange rate change on cash | 96 | 10,485 | ||||||
| Increase(Decrease) in cash and cash equivalents | (2,585,113 | ) | 47,609 | |||||
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Net cash used in operating activities
Net cash used in operating activities was approximately $583 thousand for the three months ended March 31, 2026. This was primarily attributable to a net loss of approximately $879 thousand, adjusted for non-cash items or non-operating activity, including a loss of approximately $148 thousand from equity method investments, depreciation expense of approximately $3.6 thousand, and issuance costs and accrued interest related to convertible notes of approximately $179 thousand.
Net cash used in operating activities was approximately $113 thousand for the three months ended March 31, 2025. This primarily reflected a net loss of approximately $257 thousand, adjusted for non-cash items or non-operating activity, including prepaid expense of approximately $51 thousand, a loss of approximately $8.4 thousand from the fair value remeasurement of IPO warrants, and depreciation expense of approximately $34 thousand.
Net cash (used in) provided by investing activities
Net cash used in investing activities was approximately $2,000,000 for the three months ended March 31, 2026, which was primarily attributable to the investment of Bitcoin.
Net cash used in investing activities was approximately $429 for the three months ended March 31, 2025, which was primarily attributable to the disposal of financial assets.
Net cash provided by financing activities
Net cash used in financing activities was approximately $2,183 for the three months ended March 31, 2026. This was primarily attributable to proceeds of $2,183 from the payment of lease liabilities.
Net cash provided by financing activities was $150 thousand for the three months ended March 31, 2025. This was primarily attributable to proceeds of approximately $150 thousand from the issuance of common stock to repay of service payment.
Liquidity and Capital Resources; Going Concern
| · | On October 31, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the “Notes”), subject to the satisfaction or waiver of certain closing conditions. | |
| · | On November 3, 2025, we consummated the initial closing under the Purchase Agreement, pursuant to which the Company issued to the Investor the Note, which was a senior secured convertible note in the principal amount of $8,000,000 for a purchase price of $7,280,000, reflecting an original issue discount of $720,000. The Note is convertible into shares of our Common Stock, at a conversion price equal to the lower of (A) the lower of: (i) $2.01, and (ii) the average of the closing price of the Common Stock as reported by Nasdaq for each of the five trading days immediately preceding the applicable Closing, and (B) 93% of the lowest daily VWAP of the Common Stock during the ten (10) trading days immediately preceding the applicable conversion date; provided, however, that in no event will the conversion price be less than the floor price then in effect (subject to customary adjustments and the applicable limitations under Nasdaq Listing Rules). The Note bears interest at a rate of nine percent (9%) per annum, payable monthly in arrears, matures on November 3, 2027 and contains customary events of default (upon which the interest rate will increase to a rate of eighteen percent (18%) per annum). Subject to certain conditions described in the Purchase Agreement, we have the option to request that the Investor purchase additional notes (the “Company’s Option Closing”), and the Investor has the option to cause us to sell additional notes (the “Investor’s Option Closing”), provided that the aggregate original principal amount of any notes issued in such subsequent closings with respect to Company’s Option Closing and the Investor’s Option Closing shall not exceed $8,000,000 individually, and not more than $292,000,000 in the aggregate. |
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Recently Issued Accounting Pronouncements
Please refer to Note 2 to the financial statements contained herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer performed an evaluation (the “Evaluation”) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, due to the presence of material weaknesses described below, our disclosure controls and procedures were ineffective.
The following material weaknesses in our disclosure controls and procedures at March 31, 2026 were:
| · | we did not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002; | |
| · | there were insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP that led to the restatement of our previously issued financial statements; and | |
| · | inadequate segregation of duties. |
We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.
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We expect to remediate these material weaknesses in the second half of 2026. However, we may discover additional material weaknesses that may require additional time and resources to remediate. Our remediation process includes, but is not limited to:
| · | Investing in information technology systems to enhance our operational and financial reporting and internal controls. | |
| · | Enhancing the organizational structure to support financial reporting processes and internal controls. | |
| · | Providing guidance, education and training to employees relating to our accounting policies and procedures. | |
| · | Further developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies and critical accounting estimates. | |
| · | Establishing effective general controls over information technology systems to ensure that information produced can be relied upon by process level controls is relevant and reliable. |
Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our Company and our consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, we took several actions to correct past material weaknesses, including, but not limited to, establishing an audit committee of our Board comprised of three independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. However, we may need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were not subject to any legal proceedings during the three months ended March 31, 2026 and there are currently no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on April 21, 2026, except as set forth below.
We do not currently satisfy Nasdaq’s continued listing requirements, and our securities may be delisted if we are unable to regain compliance.
On April 17, 2026, we received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we do not meet the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). As of December 31, 2025, our stockholders’ equity was $(440,735), and we do not currently meet the alternative continued listing standards relating to the market value of listed securities or net income from continuing operations.
We intend to evaluate available options to regain compliance with Nasdaq’s continued listing requirements; however, there can be no assurance that we will be able to regain compliance within the applicable grace period or otherwise maintain our listing. If our common stock is delisted, it could adversely affect the liquidity and market price of our securities, limit our ability to access capital markets, and negatively impact our business, financial condition, and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 29, 2025, the Company issued and sold 3,500 shares of its Series B convertible non-voting preferred stock to an institutional accredited investor in a private placement at $910 per share. The aggregate purchase price received by the Company was $2,635,000, net of issuance cost of $550,000. The net proceeds from the sale will be used for general corporate purposes and working capital.
The issuance of the capital stock listed above was deemed exempt from registration under Regulation D promulgated under Section 4(a)(2) of the Securities Act, as amended, in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Holding Foreign Companies Accountable Act
During the quarter ended March 31 ,2026,
ITEM 6. EXHIBITS
| (a) | The following exhibits are filed herewith or incorporated by reference herein: |
| Exhibit No. | Description | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc.* | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc.* | |||
| 32.1 | Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc.** | |||
| 32.2 | Section 1350 Certification of the Chief Financial Officer of Nocera, Inc.** | |||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document * | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document * | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document * | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document * | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * |
___________________________
|
* ** |
Furnished herewith. Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOCERA, INC. | ||
| Date: May 14, 2026 | By: | /s/ Andy Ching-An Jin |
| Name: | Andy Ching-An Jin | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: May 14, 2026 | By: | /s/ Shun-Chih Chuang |
| Name: | Shun-Chih Chuang | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |
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