エドガーで原本を確認する
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
As of August 4, 2026, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
| Cautionary Statement Regarding Forward-Looking Statements | ii | |
| PART I | FINANCIAL INFORMATION | 1 |
| ITEM 1. | INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 1 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 23 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 29 |
| ITEM 4. | CONTROLS AND PROCEDURES | 29 |
| PART II | OTHER INFORMATION | 31 |
| ITEM 1. | LEGAL PROCEEDINGS | 31 |
| ITEM 1A. | RISK FACTORS | 31 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 31 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 31 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 31 |
| ITEM 5 | OTHER INFORMATION | 32 |
| ITEM 6 | EXHIBITS | 32 |
| SIGNATURES | 33 | |
| i |
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.
| ii |
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)
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (As Restated) | |||||||
| $ | $ | |||||||
| 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. and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) | ||||||||
| Total mezzanine equity | ||||||||
| Equity | ||||||||
| Common stock ($ par value; authorized shares; shares and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026; see Note 21) | ||||||||
| Preferred stock ($ par value; authorized shares; Series A Preferred Stock, shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025) | ||||||||
| 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.
| 1 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in US Dollars except for Number of Shares)
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (As Restated) | (Unaudited) | (As Restated) | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net sales | ||||||||||||||||
| Cost of sales | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Share based compensation | ( |
) | ( |
) | ||||||||||||
| Total operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other (expense) income | ( |
) | ( |
) | ||||||||||||
| Loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax (expense) benefit | ( |
) | ( |
) | ||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Less: Net loss attributable to non-controlling interests | ( |
) | ( |
) | ||||||||||||
| Net loss attributable to the company | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss | ||||||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Foreign currency translation gain | ||||||||||||||||
| Total comprehensive loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Less: comprehensive loss attributable to non-controlling interest | ( |
) | ( |
) | ||||||||||||
| Less: Foreign currency translation (loss) gain attributable to noncontrolling interest | ||||||||||||||||
| Comprehensive loss attributable to the Company | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss per share* | ||||||||||||||||
| Basic | ) | ) | ) | ) | ||||||||||||
| Diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding* | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| * |
| 2 |
NOCERA, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars except for Number of Shares)
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (As Restated) | |||||||
| $ | $ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( |
) | ( |
) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation expenses | ||||||||
| Amortization | ||||||||
| Unrealized losses on digital assets | ||||||||
| Share of profit of associates | ||||||||
| Loss on disposal of SY Media | ( |
) | ||||||
| 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 | ||||||||
| Share-based compensation expense | ||||||||
| 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 | ||||||||
| Disposal of subsidiary | ||||||||
| Acquisition of associate | ( |
) | ||||||
| Purchases of digital assets | ( |
) | ||||||
| Net cash (used in) provided by investing activities | ( |
) | ( |
) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from secured other borrowing | ( |
) | ||||||
| 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.
| 3 |
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, June 30, 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 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
| Convertible preferred stock issuance | ( |
) | ( |
) | – | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||
See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.
| * |
| 4 |
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 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
$2.0 million of corporate funds to purchase Bitcoin as part of its corporate treasury strategy. The Company completed the first $
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 and six months ended June 30, 2026, 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, other than the Equity Purchase Facility Agreement described in Note 12, 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.
| 5 |
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.
On July 6, 2026, the Company effected a
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 following table summarizes the significant customers’ revenue as a percentage of total revenue:
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Customer A |
|
|
|
|
||||||||||||
| Customer B |
|
|
|
|
||||||||||||
| Customer C |
|
|
|
|||||||||||||
| Customer D |
|
|
|
|||||||||||||
| Customer E |
|
|
|
|
||||||||||||
| Customer F |
|
|
|
|
||||||||||||
| Customer G |
|
|
|
|
||||||||||||
|
|
|
|
|
|||||||||||||
The Company does
| 6 |
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.
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 June 30, 2026 and December 31, 2025.
| June 30, 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 | ||||||||
| 7 |
Note 3 ACCOUNTS RECEIVABLE
The Company assesses the collectability of its
receivables on a quarterly basis. For the six months ended June 30, 2026 and 2025, the Company recorded
Note 4 PREPAID EXPENSES AND OTHER CURRENT ASSETS
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (As Restated) | |||||||
| $ | $ | |||||||
| Prepaid expenses and other assets | ||||||||
| Others | ||||||||
| Total | ||||||||
Other include the balances of advances to suppliers
were $
Note 5 PROPERTY AND EQUIPMENT, NET
As of June 30, 2026 and December 31, 2025, property and equipment consisted of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (As Restated) | |||||||
| $ | $ | |||||||
| Land | ||||||||
| Equipment | ||||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | ||||
| Property and equipment, net | ||||||||
Depreciation expenses for the three months ended
June 30, 2026 and 2025 were $
Note 6 RIGHT-OF-USE ASSETS
The Company adopted ASU (“Accounting Standards Update”) 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.
| 8 |
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:
| June 30, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| At cost: | ||||||||
| Equipment | ||||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | ||||
| Right-of-use assets, net | ||||||||
The table below presents the lease-related assets and liabilities recorded on the balance sheet.
| June 30, 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.
| 9 |
Note 7 EQUITY METHOD INVESTMENTS
Tachyonext Inc. (“Tachyonext”)
On June 5, 2025, the Company acquired a
For the three months and six months ended June
30, 2026, the Company recognized a gain of $
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 and six months ended June
30, 2026, the Company recognized a loss of $
Note 8 DIGITAL ASSETS
In January 2026, the Company began investing in
digital assets as part of its corporate treasury strategy, allocating an aggregate of $
In accordance with ASU 2023-08, Intangibles- Goodwill and Other- Crypto Assets, and ASC 820, these digital assets are classified as non-current assets on the unaudited condensed consolidated balance sheets and measured at fair value using Level 1 inputs based on unadjusted quoted prices from the Coinbase exchange.
As of June 30, 2026, the Company held approximately
| 10 |
Note 9 ACCRUED EXPENSES AND OTHER LIABILITIES
As of June 30, 2026 and December 31, 2025, accrued expenses and other liabilities consisted of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Accrued expenses | ||||||||
| Other liabilities | ||||||||
| Accrued expenses and other liabilities | ||||||||
Note 10 CONVERTIBLE NOTE
On October 31, 2025, the Company entered into
a Securities Purchase Agreement (the “Original SPA”) with an institutional accredited investor (the “SPA Buyer”),
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:
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, Financial Instruments. 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 $
| 11 |
In December 2025, a holder of the Initial Note
converted $
| Balance as of January 1, 2026 | $ | |||
| Issuance | ||||
| Accrued interest | ||||
| Conversion | ( |
) | ||
| Change in fair value | ( |
) | ||
| Balance as of June 30, 2026 | $ | |||
On May 22, 2026, the Company and the SPA Buyer entered into a First Amendment to the Original SPA (the "SPA Amendment") to expand the permitted use of proceeds from future Additional Closings to include (i) general corporate purposes and working capital, (ii) acquisitions, investments, or other strategic transactions, and (iii) other lawful corporate purposes. The SPA Amendment continues to prohibit use of proceeds for repayment of general indebtedness, repurchases of the Company's securities, payments to related parties, and settlement of litigation matters (other than acquisition-related matters). The Company evaluated the SPA Amendment under ASC 470-50, Debt—Modifications and Extinguishments, and concluded that the amendment did not result in a substantial modification, as it did not change the interest rate, conversion terms, principal amount, or maturity date of the Notes; accordingly, no gain or loss was recognized and the amendment was accounted for prospectively.
Note 11 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.
| 12 |
| June 30, 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:
| June 30, 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 | ||||||||
All outstanding
warrants to purchase common stock, including the number of shares issuable upon exercise and the applicable exercise price, have been
proportionately adjusted to reflect the
|
Number of Warrants |
Average Exercise Price |
Weighted Average Remaining Contractual Term in Years |
||||||||||
| Outstanding and exercisable at January 1, 2026 | ||||||||||||
| Exercised | ||||||||||||
| Granted | ||||||||||||
| Expired | ||||||||||||
| Outstanding and exercisable at June 30, 2026 | ||||||||||||
| 13 |
Note 12 COMMON STOCK
The Company is authorized to issue
shares of common stock, par value $ per share. As of June 30, 2026, the Company had shares of common stock issued and outstanding.
All share amounts presented herein reflect the
Equity Purchase Facility Agreement
On May 22, 2026, the Company entered into an Equity
Purchase Facility Agreement ("EPFA") with an institutional investor pursuant to which the Company has the right, but not the
obligation, to issue and sell up to $
The investor's ownership is limited to
The EPFA will terminate upon the earliest of (i)
the 24-month anniversary of the EPFA, (ii) the investor's purchase of Advance Shares equal to the full $
In connection with the EPFA, the Company entered
into a Registration Rights Agreement obligating it to file a registration statement with SEC covering resale of the Advance Shares. As
of June 30, 2026, the Company had not delivered any advance notice and had not issued any shares or received any proceeds under the EPFA.
On July 8, 2026, the Company filed a registration statement on Form S-3 with the SEC to register for resale up to shares of
common stock (representing approximately $
Recent Issuance of Common Stock
| · | In the first quarter of 2026, a preferred stock holder converted shares of preferred stock Series B with $ |
|
| · | In the second quarter of 2026, a preferred stock holder converted shares of preferred stock Series B with $ |
|
| · | On April 15, 2026, the Company issued shares of common stock under the 2018 Stock Option and Award Incentive Plan. |
| 14 |
Note 13 PREFERRED STOCK
The Reverse Stock Split described in Note 21 applied only to the Company's common stock and did not affect the authorized, issued, or outstanding shares of 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 July 6, 2026, the Company effected a
As of June 30, 2026 and December 31, 2025, there were shares of Series A Preferred Stock issued and outstanding.
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 and issued shares of Series B Preferred Stock, par value $0.001 per share, to an institutional accredited
investor at a purchase price of $ per share. The aggregate purchase price received by the Company was $
During the first and second quarters of 2026,
the holder of the Series B Preferred Stock elected to convert all outstanding shares of Series B Preferred Stock into shares of the Company’s
Common Stock at an average conversion price of $ per share, resulting in the issuance of shares of Common Stock. Following
the Company’s
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 June 30, 2026, shares of Common Stock remained available for future issuance under the 2018 Plan.
| 15 |
Warrants
The Company granted equity-based awards, primarily in the form of warrants, in exchange for services rendered. As of June 30, 2026, the Company had outstanding warrants issued to officers, directors, and employees to purchase shares of Common Stock.
Nonemployee Advisory Compensation
In connection with the Strategic Advisory Agreement (the “Advisory Agreement”) described in Note 18, the Company is obligated to issue $50,000 of restricted common stock to Phoenix MGMT & Consulting LLC (“Phoenix”) per quarter, with the number of shares determined based on the five-day volume-weighted average price (“VWAP”) of the Company's common stock, issued within 10 business days following the end of each quarter. The Company determined that this award is classified as a liability in accordance with ASC 718, Share-Based Compensation (“ASC 718”), because the award is settled in a variable number of shares with a fixed monetary value. The award is remeasured at fair value at each reporting date, with changes in fair value recognized in general and administrative expenses in the unaudited condensed consolidated statements of operations, until the award is settled through the issuance of shares. The requisite service period for each quarterly award corresponds to the quarter to which the award relates.
Under the Advisory Agreement, Phoenix is also entitled to a transaction fee equal to 5% of the value of certain qualifying strategic transactions consummated during the term, payable 50% in cash and 50% in shares of common stock valued based on the five-day VWAP preceding the closing of the applicable transaction. Consistent with the fixed-monetary-value mechanics described above, the stock-settled portion of any such fee, if and when recognized, will be classified as a liability under ASC 718. As of June 30, 2026, no transaction fee had been earned, as no qualifying transaction had been introduced, structured, materially advanced, or consummated during the period.
On April 15, 2026, the Company granted shares of its common stock to certain employees under the Company's 2018 Plan as compensation for services rendered.
Note 15 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
| 16 |
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
The components of the income tax (benefit) expense are:
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Current | ( |
) | ( |
) | ||||||||||||
| Deferred | ||||||||||||||||
| Total income tax expense | ( |
) | ( |
) | ||||||||||||
The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate applicable to income tax expense is as follows:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Taiwan income tax statutory rate | ( |
) | ( |
) | ||||||||||||
| Tax effect of non-deductible expense | ( |
) | ||||||||||||||
| Tax effect of stock-based compensation | ) | |||||||||||||||
| Tax effect of non-taxable income | ( |
) | ||||||||||||||
| Tax effect of different tax rates in other jurisdictions | ( |
) | ( |
) | ||||||||||||
| Changes in valuation allowance | ( |
) | ( |
) | ||||||||||||
| Others | ( |
) | ||||||||||||||
| Effective tax rate | ||||||||||||||||
| 17 |
The valuation allowance as of June 30, 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.
| June 30, 2026 | December 31, 2025 | |||||||
| $ | $ | |||||||
| Balance at beginning of the year | ||||||||
| Additions of valuation allowance | ||||||||
| Reductions of valuation allowance | ( |
) | ||||||
| Balance at the end of the period | ||||||||
Note 16 RELATED PARTY BALANCES AND TRANSACTIONS
The balance due to related parties was as following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| $ | $ | |||||||
| Mountain Share Transfer, LLC (1) | ||||||||
| Estate of Mr. Yin-Chieh Cheng (2) | ||||||||
___________________
Note:
| (1) | |
| (2) |
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. Basic and diluted weighted average shares outstanding for the three and six months ended June 30, 2026 and 2025 have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026. See Note 21.
| Three months ended June 30, | ||||||||
| 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 | ) | ) | ||||||
| 18 |
| Six months ended June 30, | ||||||||
| 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 18 COMMITMENTS AND CONTINGENCIES
Strategic Advisory Agreement
On May 18, 2026, the Company entered into the Advisory Agreement with Phoenix, pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.
Under the Advisory Agreement, the Company is obligated
to pay Phoenix an initial retainer of $
In addition, the Company has agreed to pay Phoenix
a transaction fee equal to
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 six months ended June 30, 2026 and 2025,
the Company recognized $
Capital commitments
As of June 30, 2026, the Company’s capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $.
| 19 |
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 June 30, 2026.
Note 19 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:
| Three months ended June 30, 2026 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Segment operating losses | ( |
) | ( |
) | ||||||||
| Income tax expenses | ||||||||||||
| Segment losses | ( |
) | ( |
) | ||||||||
| Three months ended June 30, 2025 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Segment operating losses | ( |
) | ( |
) | ||||||||
| Income tax expenses | ( |
) | ( |
) | ||||||||
| Segment losses | ( |
) | ( |
) | ||||||||
| 20 |
| Six months ended June 30, 2026 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Segment operating losses | ( |
) | ( |
) | ||||||||
| Income tax expenses | ||||||||||||
| Segment losses | ( |
) | ( |
) | ||||||||
| Six months ended June 30, 2025 | ||||||||||||
| Fish Trading | E-Commerce | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Segment operating losses | ( |
) | ( |
) | ||||||||
| Income tax expenses | ( |
) | ( |
) | ||||||||
| Segment losses | ( |
) | ( |
) | ||||||||
The following table summarizes revenue disaggregated by primary geographical market based on destination of shipment for products:
| Geographic Information | |||
| Revenue | |||
| $ | |||
| Taiwan | |||
| Japan | |||
| Other foreign countries | |||
| Total |
Note 20 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.
| 21 |
Note 21 SUBSEQUENT EVENT
Reverse Stock Split
On June 25, 2026, the Company's Board of Directors approved the Reverse Stock Split, pursuant to stockholder authorization obtained at the Company's annual meeting held on January 12, 2026. The Reverse Stock Split became effective on July 6, 2026, at which time every 30 shares of common stock issued and outstanding were automatically combined into one share, without any change in par value. Immediately prior to the Reverse Stock Split, the Company had 46,806,289 shares of common stock issued and outstanding, which were reduced to 1,560,210 shares. No fractional shares were issued; holders otherwise entitled to a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to the exercise prices and number of shares issuable under all outstanding stock options, warrants, and restricted stock units, as well as shares reserved under the Company's equity incentive plans. The Reverse Stock Split was undertaken to enable the Company to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
In accordance with ASC 260, Earnings Per Share, all share and per-share amounts presented in these unaudited condensed consolidated financial statements and accompanying notes for all periods presented have been retroactively adjusted to reflect the Reverse Stock Split.
Letter of Intent with INERGX Energy Optimisation Ltd.
On July 6, 2026, the Company entered into a non-binding letter of intent (the "LOI") with INERGX Energy Optimisation Ltd ("INERGX"), a company incorporated in England and Wales, regarding the Company's proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the "Proposed Transaction"). The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure, with consideration consisting of a combination of cash and shares of the Company's common stock in proportions to be determined in definitive documentation. Valuation assumptions under the LOI remain preliminary and subject to the Company's due diligence review, and no purchase price or other economic term will be final unless and until set forth in a definitive agreement. Consummation of the Proposed Transaction remains subject to, among other things, completion of due diligence, negotiation and execution of a definitive acquisition agreement, and receipt of any required board, regulatory, third-party, and stockholder approvals. The LOI does not obligate either party to consummate the Proposed Transaction and terminates upon the earliest of execution of a definitive agreement, mutual written agreement, 30 days' prior written notice by either party, or the 90th day following the date of the LOI. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all. Because the LOI does not obligate the parties to consummate the transaction and its economic terms remain preliminary, the Company has not recognized any financial statement impact related to the LOI as of the date these financial statements were available to be issued.
| 22 |
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.
Recent Developments
Strategic Advisory Agreement
On May 18, 2026, the Company entered into the Advisory Agreement with Phoenix, pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.
Under the Advisory Agreement, the Company is obligated to pay Phoenix an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month thereafter, plus $50,000 of restricted common stock per quarter, valued based on the five-day volume-weighted average price prior to issuance. During the three and six months ended June 30, 2026, the Company incurred $150,000 of cash advisory fees and issued 0 shares of restricted common stock. As of June 30, 2026, the Company's remaining minimum unconditional cash commitment under the Advisory Agreement was approximately $10,000.
In addition, the Company has agreed to pay Phoenix a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in common stock. No such transaction fee had been earned or was payable as of June 30, 2026, as no qualifying transaction had been introduced or consummated during the period.
Equity Purchase Facility Agreement
On May 22, 2026, the Company entered into an equity purchase facility agreement, or an EPFA, providing the Company the right, but not the obligation, to sell up to $100 million of common stock to an institutional investor over a 24-month period, subject to customary conditions, ownership limitations, and an exchange cap described in Note 12 to the condensed consolidated financial statements. As of June 30, 2026, the Company had not issued any shares or received any proceeds under the EPFA.
Reverse Stock Split
On June 25, 2026, the Company's Board of Directors approved the Reverse Stock Split, pursuant to stockholder authorization obtained at the Company's annual meeting held on January 12, 2026. The Reverse Stock Split became effective on July 6, 2026, at which time every 30 shares of common stock issued and outstanding were automatically combined into one share, without any change in par value. Immediately prior to the Reverse Stock Split, the Company had 46,806,289 shares of common stock issued and outstanding, which were reduced to 1,560,210 shares. No fractional shares were issued; holders otherwise entitled to a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to the exercise prices and number of shares issuable under all outstanding stock options, warrants, and restricted stock units, as well as shares reserved under the Company's equity incentive plans. The Reverse Stock Split was undertaken to enable the Company to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
| 23 |
Letter of Intent with INERGX Energy Optimisation Ltd.
On July 6, 2026, the Company entered into its LOI with INERGX, regarding the Proposed Transaction. The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure, with consideration consisting of a combination of cash and shares of the Company's common stock in proportions to be determined in definitive documentation. Valuation assumptions under the LOI remain preliminary and subject to the Company's due diligence review, and no purchase price or other economic term will be final unless and until set forth in a definitive agreement. Consummation of the Proposed Transaction remains subject to, among other things, completion of due diligence, negotiation and execution of a definitive acquisition agreement, and receipt of any required board, regulatory, third-party, and stockholder approvals. The LOI does not obligate either party to consummate the Proposed Transaction and terminates upon the earliest of execution of a definitive agreement, mutual written agreement, 30 days' prior written notice by either party, or the 90th day following the date of the LOI. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all. Because the LOI does not obligate the parties to consummate the transaction and its economic terms remain preliminary, the Company has not recognized any financial statement impact related to the LOI as of the date these financial statements were available to be issued.
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.
| 24 |
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.
| 25 |
Results of Operations
The following table sets forth the consolidated statements of operations of the Company for the three and six months ended June 30, 2026 and 2025.
Consolidated Statements of Operations
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (As Restated) | (Unaudited) | (As Restated) | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net sales | 2,139,564 | 3,971,716 | 4,417,348 | 8,505,844 | ||||||||||||
| Cost of sales | (2,121,566 | ) | (3,939,262 | ) | (4,357,370 | ) | (8,422,440 | ) | ||||||||
| Gross profit | 17,998 | 32,454 | 59,978 | 83,404 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | (1,192,719 | ) | (235,834 | ) | (1,811,781 | ) | (569,375 | ) | ||||||||
| Share based compensation | ||||||||||||||||
| Total operating expenses | (1,192,719 | ) | (235,834 | ) | (1,811,781 | ) | (569,375 | ) | ||||||||
| Loss from operations | (1,174,721 | ) | (203,380 | ) | (1,751,803 | ) | (485,971 | ) | ||||||||
| Other (expense) income | (366,587 | ) | 16,579 | (1,063,246 | ) | 42,221 | ||||||||||
| Loss before income taxes | (1,541,308 | ) | (186,801 | ) | (2,815,049 | ) | (443,750 | ) | ||||||||
| Income tax (expense) benefit | – | (140,561 | ) | – | (140,561 | ) | ||||||||||
| Net loss | (1,541,308 | ) | (327,362 | ) | (2,815,049 | ) | (584,311 | ) | ||||||||
| Less: Net loss attributable to non-controlling interests | – | (10,937 | ) | – | (20,537 | ) | ||||||||||
| Net loss attributable to the company | (1,541,308 | ) | (316,425 | ) | (2,815,049 | ) | (563,774 | ) | ||||||||
| Comprehensive loss | ||||||||||||||||
| Net loss | (1,541,308 | ) | (327,362 | ) | (2,815,049 | ) | (584,311 | ) | ||||||||
| Foreign currency translation gain | 2,561 | 48,463 | 3,940 | 45,872 | ||||||||||||
| Total comprehensive loss | (1,538,747 | ) | (278,899 | ) | (2,811,109 | ) | (538,439 | ) | ||||||||
| Less: comprehensive loss attributable to non-controlling interest | – | (10,937 | ) | – | (20,537 | ) | ||||||||||
| Less: Foreign currency translation gain attributable to noncontrolling interest | – | 3,443 | – | 3,020 | ||||||||||||
| Comprehensive loss attributable to the Company | (1,538,747 | ) | (271,405 | ) | (2,811,109 | ) | (520,922 | ) | ||||||||
| Loss per share* | ||||||||||||||||
| Basic | (0.9879 | ) | (0.6607 | ) | (1.8043 | ) | (1.1772 | ) | ||||||||
| Diluted | (0.9879 | ) | (0.6607 | ) | (1.8043 | ) | (1.1772 | ) | ||||||||
| Weighted average number of common shares outstanding* | ||||||||||||||||
| Basic | 1,560,210 | 478,918 | 1,560,210 | 478,918 | ||||||||||||
| Diluted | 1,560,210 | 478,918 | 1,560,210 | 478,918 | ||||||||||||
*Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.
| 26 |
Comparison of Results of Operations for the three months and six months ended June 30, 2026 and 2025
Revenue
Revenue for the three months ended June 30, 2026 and 2025 was approximately $2.1 million and $3.9 million, respectively. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
Revenue for the six months ended June 30, 2026 and 2025 was approximately $4.4 million and $8.5 million, respectively. The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business.
| · | Fish Trading Business: For the six months ended June 30, 2026, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 388 tons to 272 tons for the comparable period in 2025 and 2026. The average selling price of eels increased from $ 15.63 to $15.78 per kilogram for the comparable period in 2025 and 2026. |
Gross profit
Gross profit for the three months ended June 30, 2026 and 2025 was approximately $17 thousand and $32 thousand, respectively. 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.
Gross profit for the six months ended June 30, 2026 and 2025 was approximately $59 thousand and $83 thousand, respectively. 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 June 30, 2026 and 2025 were approximately $1,193 thousand and $236 thousand, respectively. The increase was primarily attributable to costs of wages and reimbursements fees generated from employees.
General and administrative expenses for the six months ended June 30, 2026 and 2025 were approximately $1,812 thousand and $569 thousand, respectively. 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 June 30, 2026 was approximately $366 thousand and other income $17 thousand, respectively. 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.
Other expense for the six months ended June 30, 2026 was approximately $1,063 thousand and other income $42 thousand, respectively. 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.
| 27 |
Summary of Consolidated Statements of Cash Flows
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (As Restated) | |||||||
| $ | $ | |||||||
| Net cash used in operating activities | (1,159,225 | ) | (308,645 | ) | ||||
| Net cash used in investing activities | (2,000,000 | ) | (135,942 | ) | ||||
| Net cash provided by (used in) financing activities | (3,817 | ) | 237,684 | |||||
| Effect of the exchange rate change on cash | 3,159 | (127,128 | ) | |||||
| Increase (Decrease) in cash and cash equivalents | (3,159,883 | ) | (334,031 | ) | ||||
Net cash used in operating activities
Net cash used in operating activities was approximately $1,760 thousand for the six months ended June 30, 2026. This was primarily attributable to a net loss of approximately $2.8 million, adjusted for non-cash items or non-operating activity, including a loss of approximately $622 thousand from unrealized losses on digital assets, and interest expense from convertible note of approximately $326 thousand.
Net cash used in operating activities was approximately $308 thousand for the six months ended June 30, 2025. This primarily reflected a net loss of approximately $760 thousand, adjusted for non-cash items or non-operating activity, including depreciation expense of approximately $200 thousand, a loss of approximately $87 thousand from the disposal of subsidiary, and income tax payable of approximately $127 thousand.
Net cash (used in) provided by investing activities
Net cash used in investing activities was approximately $1,398 thousand for the six months ended June 30, 2026, which was primarily attributable to the investment of Bitcoin.
Net cash used in investing activities was approximately $135 thousand for the six months ended June 30, 2025, which was primarily attributable to the disposal of subsidiary and long-term investment.
Net cash provided by financing activities
Net cash used in financing activities was approximately $3,817 for the six months ended June 30, 2026. This was primarily attributable to the payment of lease liabilities.
Net cash provided by financing activities was $238 thousand for the six months ended June 30, 2025. This was primarily attributable to proceeds of approximately $240 thousand from the issuance of common stock to converted Class A warrant.
Liquidity and Capital Resources; Going Concern
| · | On May 22, 2026, the Company entered into an Equity Purchase Facility Agreement, or an EPFA, providing the Company the right, but not the obligation, to sell up to $100 million of common stock to an institutional investor over a 24-month period, subject to customary conditions, ownership limitations, and an exchange cap described in Note 12 to the condensed consolidated financial statements. As of June 30, 2026, the Company had not issued any shares or received any proceeds under the EPFA. |
| 28 |
Recently Issued Accounting Pronouncements
Please refer to Note 1 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 June 30, 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 June 30, 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.
| 29 |
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 June 30, 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.
| 30 |
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were not subject to any legal proceedings during the three months ended June 30, 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
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
| 31 |
ITEM 5. OTHER INFORMATION
Holding Foreign Companies Accountable Act
During the quarter ended June 30, 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. |
| 32 |
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: August 5, 2026 | By: | /s/ Andy Ching-An Jin |
| Name: | Andy Ching-An Jin | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 5, 2026 | By: | /s/ Shun-Chih Chuang |
| Name: | Shun-Chih Chuang | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |
| 33 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Andy Ching-An Jin, Chief Executive Officer of Nocera, Inc. (the “Company”), certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2026;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
August 5, 2026
/s/ Andy Ching-An Jin
Andy Ching-An Jin
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Shun-Chih Chuang, Chief Financial Officer of Nocera, Inc. (the “Company”), certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2026;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
August 5, 2026
/s/ Shun-Chih Chuang
Shun-Chih Chuang
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Nocera, Inc. (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Andy Ching-An Jin, Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 5, 2026
/s/Andy Ching-An Jin
Andy Ching-An Jin
Chief Executive Officer
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Nocera, Inc. (the “Company”) for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Shun-Chih Chuang, Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 5, 2026
/s/ Shun-Chih Chuang
Shun-Chih Chuang
Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)