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What changed in NOCERA, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NOCERA, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+228 added−401 removedSource: 10-K (2026-04-15) vs 10-K (2025-05-06)

Top changes in NOCERA, INC.'s 2025 10-K

228 paragraphs added · 401 removed · 109 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

18 edited+23 added−62 removed15 unchanged
Biggest changeThe SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Gui Zhou Grand Smooth Technology Ltd., in which we issued 600,000 shares of our restricted common stock for a 100% equity in SY Culture. 2 Nasdaq We received a deficiency letter (the “Nasdaq Letter”) from Nasdaq notifying us that, for the 30 consecutive business days from November 29, 2024 through January 14, 2025, the closing bid price of our common stock had not been maintained at the minimum required closing bid price of at least $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Biggest changeNasdaq On February 2, 2026, we received a deficiency letter (the “Nasdaq Letter”) from The Nasdaq Stock Market LLC notifying us that, for the 30 consecutive business days from December 17, 2025 through January 30, 2026, the closing bid price of our Common Stock had not been maintained at the minimum required closing bid price of at least $1.00 per share, as required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Advertising of our products is subject to such regulation pursuant to the Federal Trade Commission Act and the regulations promulgated thereunder. 7 We are also subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act.
Advertising of our products is subject to such regulation pursuant to the Federal Trade Commission Act and the regulations promulgated thereunder. We are also subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and Health Act.
The information contained in, or that can be accessed through, our website is not part of this Annual Report on Form 10-K. 8
The information contained in, or that can be accessed through, our website is not part of this Annual Report on Form 10-K.
In addition, we have 12 consultants. We are compliant with local prevailing wage, contractor licensing and have good relations with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
In addition, we have 8 consultants. We are compliant with local prevailing wage, contractor licensing and have good relations with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
Also, with respect to the potential sale of eel and any other seafood into the United States, we are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act (“FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations promulgated thereunder by the U.S.
Also, with respect to the potential sale of eel and any other seafood into the United States, we are subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act ( “ FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, and the rules and regulations promulgated thereunder by the U.S.
Food and Drug Administration (the “FDA”). The FSMA was enacted in order to aid the effective prevention of food safety issues in the food supply. This comprehensive and evolving regulatory program impacts how food is grown, packed, processed, shipped and imported into the United States and it governs compliance with Good Manufacturing Practices regulations.
Food and Drug Administration (the “ FDA”). The FSMA was enacted in order to aid the effective prevention of food safety issues in the food supply. This comprehensive and evolving regulatory program impacts how food is grown, packed, processed, shipped and imported into the United States and it governs compliance with Good Manufacturing Practices regulations.
The reports filed with the SEC by our executive officers and directors pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable after copies of those filings are provided to us by those persons. These materials can be accessed through the “Investor Relations” section of our website.
The reports filed with the SEC by our executive officers and directors pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable after copies of those filings are provided to us by those persons. These materials can be accessed through the "Investor Relations" section of our website.
Seasonality Since the global growing demand from aquaculture production along with the decreasing production from wild fisheries and our fish farming systems provide a controlled and traceable environment for species, our business rarely suffers a seasonal impact. Human Capital Resources As of December 31, 2024, we had a total of 22 employees, including 19 full-time employees and 3 part-time employees.
Seasonality Since the global growing demand from aquaculture production along with the decreasing production from wild fisheries and our fish farming systems provide a controlled and traceable environment for species, our business rarely suffers a seasonal impact. Human Capital Resources As of December 31, 2025, we had a total of 20 employees, including 17 full-time employees and 3 part-time employees.
Property We own 229 contiguous acres of land located in Montgomery County, Alabama up to the date of this Annual Report on Form 10-K.
Property We own 229 contiguous acres of land located in Montgomery County, Alabama as of the date of this Annual Report on Form 10-K.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, proxy and registration statements filed or furnished with the SEC, are available free of charge through our website.
Our telephone number is 886-910-163-358. Available Information Our website address is www.nocera.company . Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, proxy and registration statements filed or furnished with the SEC, are available free of charge through our website.
Corporate History Nocera, Inc. was incorporated in the State of Nevada on February 1, 2002, and is based in New Taipei City, Taiwan.
The Company intends to continue its corporate treasury strategy, with an emphasis on Bitcoin for now, for the foreseeable future. Sales and Marketing and Growth Strategy Corporate History Nocera, Inc. was incorporated in the State of Nevada on February 1, 2002, and is based in New Taipei City, Taiwan.
Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior. If we fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions, any of which could impact our results of operations.
If we fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions, any of which could impact our results of operations. 2 In addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear on the labels of food products.
As of November 30, 2022, we ceased providing services to construct indoor RASs and solar sharing fish farms in Taiwan. NTB was established on January 14, 2021 in Taiwan. In October 2021, Nocera began its eel trading business in response to domestic demands created by the COVID-19 lockdown.
Our other subsidiaries, Shanghai Nocera Culture Co., Ltd., and GSI, which wholly-owns GZ GST. NTB was established on January 14, 2021 in Taiwan. In October 2021, Nocera began its eel trading business in response to domestic demands created by the COVID-19 lockdown.
In accordance with the listing rules of Nasdaq, we have been given 180 calendar days, or until July 14, 2025 (the “Compliance Date”), to regain compliance with the Bid Price Rule. If we are unable to regain compliance prior to the Compliance Date, we may be eligible for an additional 180 calendar days to satisfy the Bid Price Rule.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial compliance period of 180 calendar days, or until August 3, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule.
To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to provide written notice of our intention to cure the deficiency during such additional compliance period, by effecting a reverse stock split, if necessary.
If we do not regain compliance during the Compliance Period, we may be eligible for an additional 180-day compliance period, subject to meeting the other continued listing requirements for Nasdaq and providing written notice of our intention to cure the deficiency, including by effecting a reverse stock split, if necessary.
Corporate Information Our principal executive offices are located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). Our telephone number is 886-910-163-358. Available Information Our website address is www.nocera.company .
The Nasdaq Letter does not result in the immediate delisting of our Common Stock, and our Common Stock will continue to trade uninterrupted on Nasdaq under the symbol “NCRA”. 4 Corporate Information Our principal executive offices are located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.).
NTB currently procures and sells eel in Taiwan and plans to trade other types of seafood, such as tilapia and milkfish, in the near future. 3 On September 7, 2022, we entered into a series of contractual agreements with the majority stockholder of Meixin and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000.
NTB currently procures and sells eel in Taiwan and plans to trade other types of seafood, such as tilapia and milkfish, in the near future. On April 14, 2024, GZ GST entered into Equity Purchase Agreement with SY Culture to expend the e-commerce business, specifically with foods and kitchen goods retail channel.
Both Xinca and SY Culture are located in Hangzhou, China. We acquired GSI in a reverse merger on December 31, 2018. Prior to the merger, we were a “shell company” as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act).
Prior to December 31, 2018, we existed as a “shell company” as defined under Rule 12b-2 of the Exchange Act but, as a result of a reverse merger that year in which we were the acquiring party, we reorganized as a public operating company engaged in the RAS business through a wholly-owned subsidiary, Grand Smooth Inc.
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ITEM 1. BUSINESS Overview Nocera, Inc. was incorporated in the State of Nevada on February 1, 2002, with operations based in New Taipei City, Taiwan.
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ITEM 1. BUSINESS Overview As of the date of this Annual Report on Form 10-K, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce. Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc. Taiwan Branch (“NTB”).
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Our primary business operations currently consist of designing, developing and producing large scale recirculating aquaculture systems (“RASs”) for fish farms along with providing consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. RASs operate by filtering water from the fish (or shellfish) tanks so it can be reused within the tank.
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NTB engages in the trading of fish, primarily eels, in the Republic of Taiwan, or Taiwan. Upon receiving an order, the Company arranges for the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery.
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This dramatically reduces the amount of water and space required to intensively produce seafood products. The steps in RASs include solids removal, ammonia removal, Co2 removal and oxygenation. Prior to 2021, we initially focused on the Chinese market due to opportunities presented by changes to regulations governing water use for fish production in China.
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In the E-Commerce segment, which is administered through Xinca, an unincorporated division of the Company (“Xinca”), we act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. The Company does not take control of the goods sold, and commission revenue is recognized on a net basis.
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As of October 2020, we had delivered 551 fish tank systems to six separate Chinese-based fish farms, and two fish tank systems to our Taiwan showroom. In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative.
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In 2025, the Company made substantial equity investments in two e-commerce companies, one based in the United States and the other in France. In addition, we design recirculation aquaculture systems (“RAS”) for fish farming, and we consult with customers in the manufacture and installation of RAS.
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In view of the opportunities resulting from this initiative, in October 2020, we ceased all of our operations in China and moved all of our technology and back-office operations to Taiwan. We now only operate out of Taiwan.
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RAS are land-based facilities in which water is continuously treated and reused, which provides a controlled environment for the cultivation of aquatic species. This allows for high-density fish production with minimal water usage and environmental impact, as waste products are removed or converted into non-toxic substances.
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Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business.
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Our primary business operations once consisted of the design, development and production of RAS in bulk, but we discontinued the production and sale of the units in late 2022, while continuing to leverage our expertise in RAS to generate revenue.
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We are now poised to grow our existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. We do not currently have any intentions of conducting operations in China or Hong Kong.
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We also had a Catering segment, which was administered through our variable interest entity (“VIE”), Meixin Institutional Food Development Co. a Taiwan corporation, but we sold our interest in the VIE at the end of 2025 and have discontinued this segment.
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Reverse Merger Effective December 31, 2018, we completed a reverse merger transaction pursuant to an Agreement and Plan of Merger (the “Agreement”) with (i) GSI, (ii) GSI’s stockholders, Yin-Chieh (“Jeff”) Cheng and Zhang Bi, who together owned shares constituting 100% of the issued and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp.
Added
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 $1.0 million tranche on January 25, 2026 and the remaining $1.0 million tranche on January 29, 2026, acquiring approximately 12 Bitcoin at an average purchase price of approximately $83,000.
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Under the terms of the Agreement, the GSI Stockholders transferred to us all of the GSI Shares in exchange for the issuance of 6,666,667 (post-split) shares of our common stock. As a result of the reverse merger, GSI became our wholly-owned subsidiary and Mr. Cheng and Zhang Bi, the former stockholders of GSI, became our controlling stockholders.
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Limited, a company organized under the laws of Hong Kong, China (“GSI”). In mid-2021, the Company relocated its principal executive offices to New Taipei City, Taiwan (R.O.C), as it concentrated its RAS operations in the Taiwanese market.
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The share exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party. GSI is a limited company established under the laws and regulations of Hong Kong on August 1, 2014 and is a holding company without any assets or operations.
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As of August 11, 2022, the Company uplisted its common stock, par value $0.001 per share, to the Nasdaq Capital Market (“Nasdaq”) and the common stock initiated trading on Nasdaq under the ticker symbol “NCRA.” Corporate Structure 1 We conduct our operations primarily through NTB and Xinca.
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In anticipation of the reverse merger, GSI undertook a reorganization and became the 100% holding company of Guizhou Grand Smooth Technology Ltd (“GZ GST”) and GSI Guizhou Wan Feng Hu Intelligent Aquatic Technology Co.
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Customers In 2025, we targeted customers in a variety of markets, including Japan, Taiwan, China, the U.S., South Africa, and France. In the Fish Trading segment, our emphasis over the last year has been in Japan and Taiwan. In the E-Commerce segment, we have focused on the United States, France, and the People’s Republic of China, or China.
Removed
Limited (“GZ WFH”), which were all controlled by the same stockholders before and after the reorganization, pursuant to a series of contractual agreements (the “GZ WFH VIE Agreements”). As a result, GSI, through GZ GST, was determined to be the primary beneficiary of GZ WFH and GZ WFH became a variable interest entity (“VIE”) of GSI.
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Our RAS consulting services have concentrated on China and South Africa. During the year ended December 31, 2025 and 2024, our net sales were approximately $13.63 million and approximately $17.01 million, respectively. Trademarks and Patents We do not own any trademarks or patents.
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Accordingly, GSI consolidated GZ WFH’s operations, assets and liabilities.
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Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior.
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GZ WFH was incorporated in Xingyi City, Guizhou Province, People’s Republic of China (PRC) on October 25, 2017, and was engaged in providing fish farming containers service, which integrated sales, installments, and maintenance of aquaculture equipment. 1 Divestiture of GZ WFH On September 21, 2020, we terminated our relationship with GZ WFH and its management, and the GZ WFH Agreements between the parties were terminated as well.
Added
As detailed in “Recent Developments” below, we have recently received a deficiency letter from Nasdaq and are actively addressing it as of the date of this Annual Report on Form 10-K.
Removed
Subsequently on October 8, 2020, Zhang Bi and GZ WFH entered into a Settlement Agreement and Release with us wherein all claims as to GZ WFH’s debt (claim to our shares or GZ GST) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against us for any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or GZ GST up to the date of the settlement agreement.
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We acquired this real property with the intent of developing it in order to grow our RAS business in the United States but since our decision to limit RAS to design and consulting only, we have suspended these plans and have no present intent to develop the property at this time.
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The consideration for the settlement agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi) waived any claims to our stock, and the 3,166,667 (post-split) shares of our common stock owned by Zhang Bi were cancelled.
Added
The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives. 3 Recent Developments The following highlights recent material developments in our business during the fiscal year covered by this Annual Report on Form 10-K: · On June 5, 2025, we entered into a Stock Purchase Agreement with Tachyonext Inc., a Delaware corporation (“Tachyonext”)On November 1, 2023, we announced that the Board appointed Yiwen Zhang and Song-Yuan Teng to the Board, with Yiwen Zhang serving on the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board, as well as Chairman of the Audit Committee of the Board. · On August 29, 2025, we entered into a Securities Purchase Agreement with an institutional accredited investor, pursuant to which we and issued and sold 3,500 shares of Series B Preferred Stock for an aggregate purchase price of $3.15 million at the initial closing.
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XFC Sale On December 31, 2020, we exchanged 466,667 (post-split) shares of our restricted common stock to stockholders of Xin Feng Construction Co., Ltd., a Taiwan limited liability company (“XFC”), in exchange for 100% controlling interest in XFC.
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The Series B Preferred Stock is convertible into shares of the Company’s common stock subject to a 4.99% (or 9.99% upon election) beneficial ownership limitation, carries a 9% annual dividend beginning October 1, 2025, ranks senior to the Company’s common and Series A preferred stock with respect to dividends and liquidation, and has no voting rights.
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We also entered into contractual arrangements with a stockholder of XFC, that enabled us to have the power to direct the activities that most significantly affects the economic performance of XFC and receive the economic benefits of XFC that could be significant to XFC.
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The Company also entered into a registration rights agreement covering the resale of the underlying common shares. Additional issuances of up to 10,000 shares may occur in future closings subject to the terms of the purchase agreement. · On October 31, 2025, we entered into a Securities Purchase Agreement with an institutional accredited investor.
Removed
On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh Shih (the “Purchaser”), in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000 (the “XFC Sale”).
Added
On November 3, 2025, we consummated the initial closing under the purchase agreement and issued to the investor a senior secured convertible note in the principal amount of $8,000,000 for a purchase price of $7,280,000.
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The closing of the XFC Sale occurred on November 30, 2022 and the XFC variable interest entity agreements were terminated in connection with the XFC Sale.
Added
The note bears interest at 9% per annum, payable monthly, matures on November 3, 2027 and is convertible into shares of the Company’s common stock at a variable conversion price based on market prices, subject to a floor price and customary adjustments.
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Reverse Stock Split On July 26, 2022, we filed a Certificate of Amendment with the Secretary of State of the State of Nevada to implement a 2-for-3 reverse stock split of our outstanding common stock, with fractional shares resulting from the reverse stock split being rounded up to the nearest whole number.
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The note is senior to the Company’s other indebtedness (subject to permitted indebtedness) and is secured by a first-priority security interest in substantially all assets purchased with the note proceeds.
Removed
The reverse stock split was effected on August 11, 2022.
Added
Conversion is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% upon notice. · On December 1, 2025, we entered into a Stock Purchase Agreement with LONGWOOL, a French corporation (société par actions simplifiée, or SAS), we agreed to purchase from LONGWOOL, and LONGWOOL the Company agreed to issue and sell to us that number of equity securities representing 35% of the LONGWOOL’s outstanding equity.
Removed
The VIE Agreements with Meixin On September 7, 2022, we entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”) of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company (“Meixin”), and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000.
Added
If at any time during the Compliance Period the closing bid price of our Common Stock is at least $1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide written confirmation that we have regained compliance and the matter will be closed.
Removed
The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us. The VIE Agreements with Xinca On January 31, 2024, we entered into a Variable Interest Entity Purchase Agreement (“Xinca Purchase Agreement”) with Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd.
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(“Xinca”), a domestic funded limited liability company registered in the PRC. The Xinca Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Shanghai Nocera Culture Co., Ltd. (“WFOE”), through a series of contractual agreements (“Xinca VIE Agreements”), in which we exchanged 1,800,000 shares of our restricted common stock for a 100% controlling interest in Xinca.
Removed
As a result, the Company has been determined to be the primary beneficiary of Xinca and Xinca became a variable interest entity of the Company. The Equity Purchase Agreements with SY Culture On April 14, 2024, we entered into an Equity Purchase Agreement with Hangzhou SY Culture Media Co. Ltd.
Removed
(“SY Culture Purchase Agreement”), a domestic funded limited liability company registered in the PRC.
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The Nasdaq Letter does not result in the immediate delisting of our common stock and our common stock will continue to trade uninterrupted on The Nasdaq Capital Market under the symbol “NCRA.” Business Developments The following highlights recent material developments in our business: · On January 4, 2024, we announced that the Board appointed Feng-Hua Chen as the Chief Operating Officer. · On January 31, 2024, we entered into the Xinca VIE Agreements with the majority shareholder of Xinca. · On April 14, 2024, we entered into Equity Purchase Agreement with SY Culture. · On October 16, 2024, we engaged with Enrome LLP and appoint the New Auditor as our independent registered public accounting firm.
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Corporate Structure We conduct our operations through (i) Nocera Taiwan Branch; (ii) Meixin; (iii) Xinca; and (iv) SY Culture, an unincorporated division of the Company (“NTB”). Our other subsidiaries, Meixin, located in Taipei City, Taiwan, Shanghai Nocera Culture Co., Ltd. , which wholly owns Xinca, and GSI, which wholly-owns GZ GST and SY Culture.
Removed
GSI is the parent holding company of GZ GST, which was incorporated on November 13, 2018, as a wholly foreign-owned enterprise established in the PRC. Both GSI and GZ GZT are currently dormant and do not conduct any operations. We currently do not conduct any operations in China or Hong Kong.
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In December 2020, we added XFC as a VIE in order to obtain a Class A construction license to construct indoor RASs and solar sharing fish farms.
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On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh Shih, in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000. The closing of the XFC Sale occurred on November 30, 2022 and the XFC VIE agreements were terminated in connection with the XFC Sale.
Removed
The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us.
Removed
Therefore, in accordance with ASC 810 “Consolidation,” we are considered the primary beneficiary of Meixin and have consolidated Meixin’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial statements. On January 4, 2024 we established Shanghai Nocera Culture Co., Ltd. (“Shanghai Nocera”) and combined Xinca for the e-commerce business in China.
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On April 14, 2024, GZ GST entered into Equity Purchase Agreement with SY Culture to expend the e-commerce business, specifically with foods and kitchen goods retail channel. Significant Products & Services We manufacture, sell, and install RASs for land-based fish farms. Originally, our systems were designed and constructed from used marine shipping containers.
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We then developed our next generation of RASs, a cylindrical shaped tank that holds approximately 15,000 U.S. gallons of water, which we believe make them among the largest systems in the market.
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There are several significant benefits to our RASs: · the system provides a controlled and “traceable” environment; · the recirculating aquaculture system can be installed almost anywhere and requires minimal site preparation; and · it benefits local economies by providing fresher and, therefore, generally healthier fish. Nocera’s RASs include the fish tank, circulation and filtration systems.
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Nocera Land-based RASs Overview Height / width 1.5m/10m Main composition of our tank Environmental-friendly PE Yield per growing season (Tilapia) 11,000 lbs. Fish farming density 100-109 lb./m3 Price per RASs Total Solution $35,000 USD Our RASs can raise both freshwater and saltwater fish, as well as a variety of crustaceans.
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Nocera Recirculating Aquaculture System 4 Market Overview Global fish consumption has long been on the rise at a rate higher than any other source of animal protein, and the trend is expected to continue.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+27 added−82 removed113 unchanged
Biggest changeAndy Jin, our Chief Executive Officer, or any failure on our part to hire, train and retain a sufficient number of qualified professionals could impair our business. 10 We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.
Biggest changeWe rely on our executive officers and the performance of certain highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed. Our success is dependent on our current executive officers. Our success also depends in large part on the continued service of our key operational and management personnel.
Expanding in other international countries and in the United States may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face, including risks associated with: · recruiting and retaining qualified, multi-lingual employees, including customer support personnel; · increased competition from similar local businesses and potential preferences by local populations for local providers; · compliance with applicable foreign laws and regulations, including different liability standards and regulations; · providing solutions in different languages for different cultures; · credit risk and higher levels of payment fraud; · compliance with anti-bribery laws; · currency exchange rate fluctuations; · foreign exchange controls that might prevent us from repatriating cash earned outside the United States; · political and economic instability in some countries; · double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and · higher costs of doing business in other international countries.
Expanding in other international countries and in the United States may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face, including risks associated with: · recruiting and retaining qualified, multi-lingual employees, including customer support personnel; · increased competition from similar local businesses and potential preferences by local populations for local providers; · compliance with applicable foreign laws and regulations, including different liability standards and regulations; · providing solutions in different languages for different cultures; · credit risk and higher levels of payment fraud; · compliance with anti-bribery laws; · currency exchange rate fluctuations; 9 · foreign exchange controls that might prevent us from repatriating cash earned outside the United States; · political and economic instability in some countries; · double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and · higher costs of doing business in other international countries.
We are therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. If we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations.
We are therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. 6 If we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations.
If this were to occur, it would be difficult for us to challenge this type of use, especially since we do not own any patents or other intellectual property rights with respect to our technologies and products. 12 We are subject to certain risks by virtue of our international operations.
If this were to occur, it would be difficult for us to challenge this type of use, especially since we do not own any patents or other intellectual property rights with respect to our technologies and products. We are subject to certain risks by virtue of our international operations.
As a result, the value of your investment in us may fluctuate. 22 The trading prices of our common stock could be volatile and could decline following this offering at a time when you want to sell your holdings. Numerous factors, many of which are beyond our control, may cause the trading prices of our common stock to fluctuate significantly.
As a result, the value of your investment in us may fluctuate. The trading prices of our common stock could be volatile and could decline following this offering at a time when you want to sell your holdings. Numerous factors, many of which are beyond our control, may cause the trading prices of our common stock to fluctuate significantly.
If we are unable to manage growth effectively, our business, prospects, financial condition and results of operations may be materially adversely affected. We will need additional financing in order to grow our business. From time to time, in order to expand operations to meet customer demand, we will need to incur additional capital expenditures.
If we are unable to manage growth effectively, our business, prospects, financial condition and results of operations may be materially adversely affected. 7 We will need additional financing in order to grow our business. From time to time, in order to expand operations to meet customer demand, we will need to incur additional capital expenditures.
Additionally, the global economy and financial markets may be adversely affected by geopolitical events, including Russia’s invasion of Ukraine and the conflicts in the Middle East. 23 Securities class action litigation is often instituted against companies following periods of volatility in their stock price.
Additionally, the global economy and financial markets may be adversely affected by geopolitical events, including Russia’s invasion of Ukraine and the conflicts in the Middle East. Securities class action litigation is often instituted against companies following periods of volatility in their stock price.
The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks. We may be subject to product liability claims if people or properties are harmed by the services sold by us.
The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge our exchange rate risks. 10 We may be subject to product liability claims if people or properties are harmed by the services sold by us.
The occurrence of any of these circumstances may adversely affect our financial condition and results of operation. 13 The primary substantial portion of our revenues will be derived from Taiwan. We anticipate that sales of our services in Taiwan will represent our primary revenues in the near future.
The occurrence of any of these circumstances may adversely affect our financial condition and results of operation. The primary substantial portion of our revenues will be derived from Taiwan. We anticipate that sales of our services in Taiwan will represent our primary revenues in the near future.
There were five customers (Sano Morio, Handou Syuji, Ming-Chi Chen, Kai-Ling Chen and Sano Morimoto) who represented approximately 81.8% of our total revenue for the year ended December 31, 2024 of our total revenue for the prior year period. These customers are not located in mainland China or Hong Kong.
There were five customers (Sano Morio, Handou Syuji, Ming-Chi Chen, Kai-Ling Chen and Sano Morimoto) who represented approximately 81.8% of our total revenue for the year ended December 31, 2025 of our total revenue for the prior year period. These customers are not located in mainland China or Hong Kong.
Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations and obtain financing. We intend to continue funding our operations through equity and debt financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.
Our ability to continue as a going concern is dependent upon our ability to generate cash flows from operations and obtain financing. We intend to continue funding our operations through equity and debt financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements in the long term.
Decreased demand from a discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations. 18 In February 2022, Russia initiated significant military action against Ukraine.
Decreased demand from a discrete event impacting a specific asset type, customer, industry, or region in which we have a concentrated exposure could negatively impact our results of operations. 13 In February 2022, Russia initiated significant military action against Ukraine.
These factors include: · quarterly variations in our results of operations or those of our competitors; · delays in end-user deployments of products; · fluctuations in related commodities prices; · announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments; · intellectual property infringements; · our ability to develop and market new and enhanced products on a timely basis; · commencement of, or our involvement in, litigation; · major changes in our Board or management; · changes in governmental regulations; · changes in earnings estimates or recommendations by securities analysts; · our failure to generate material revenues; · our public disclosure of the terms of this financing and any financing which we consummate in the future; · any acquisitions we may consummate; · short selling activities; · changes in market valuations of similar companies; · changes in our capital structure, such as future issuances of securities or the incurrence of debt; · changes in the prices of commodities associated with our business; and · general economic conditions and slow or negative growth of end markets.
These factors include: · quarterly variations in our results of operations or those of our competitors; · delays in end-user deployments of products; · fluctuations in related commodities prices; · announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments; · intellectual property infringements; · our ability to develop and market new and enhanced products on a timely basis; · commencement of, or our involvement in, litigation; · major changes in our Board or management; · changes in governmental regulations; · changes in earnings estimates or recommendations by securities analysts; · the impact of any future COVID-19 outbreak or similar epidemic on capital markets; · our failure to generate material revenues; 17 · our public disclosure of the terms of this financing and any financing which we consummate in the future; · any acquisitions we may consummate; · short selling activities; · changes in market valuations of similar companies; · changes in our capital structure, such as future issuances of securities or the incurrence of debt; · changes in the prices of commodities associated with our business; and · general economic conditions and slow or negative growth of end markets.
Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. 20 As of December 31, 2024, we did not maintain effective controls over the control environment.
Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. As of December 31, 2025, we did not maintain effective controls over the control environment.
In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to us or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on our business, financial condition and operating results. We rely on our executive officers.
In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to us or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on our business, financial condition and operating results.
Our future plan of operations is to shift away from general construction services to the construction of fish farms and fish trading business. There can be no guarantee that such shift in operations will generate the same levels of revenues previously generated through our variable interest entities. There is no assurance that we will be profitable.
Our future plan of operations is to shift away from general construction services to the construction of fish farms and fish trading business. There can be no guarantee that such shift in operations will generate the same levels of revenues previously generated through our VIE. There is no assurance that we will be profitable.
In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.
In addition, the loss of any of our key employees could materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our key employees.
We are, and will be, heavily dependent on the skill, acumen and services of our management and other employees. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract them.
In addition, we are also, and will continue to be, heavily dependent on the skill, acumen and services of our non-management employees. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract them.
Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.
We have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.
We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.
We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter. 19 We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter. 25 We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.
We may not generate the same level of revenues from general construction projects. Our revenues for the year ended December 31, 2024 and for the year ended December 31, 2023 were approximately $17.01 million and $23.9 million, respectively.
We may not generate the same level of revenues from general construction projects. Our revenues for the year ended December 31, 2025 and for the year ended December 31, 2024 were approximately $13.63 million and $17.01 million, respectively.
Because we initially became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.
Because we initially became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not attract the attention of research analysts at major brokerage firms. We did not become a public reporting company through a traditional firm commitment underwritten initial public offering.
Risks Related to Our Business There is substantial doubt of our ability to continue as a going concern. We have incurred net losses since our inception. In the twelve months ended December 31, 2024 and 2023, we incurred operating losses of $2,393,803 and $4,159,354, respectively.
Risks Related to Our Business There is substantial doubt of our ability to continue as a going concern. We have incurred net losses since our inception. In the twelve months ended December 31, 2025 and 2024, we incurred operating losses of $2,669,493 and $4,944,026, respectively.
If adequate funds are not obtained, we may be required to reduce, curtail or discontinue operations. 9 Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: · investors’ perception of, and demand for, our securities; · conditions of the U.S. and other capital markets in which we may seek to raise funds; and · our future results of operations, financial condition and cash flow.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: · investors’ perception of, and demand for, our securities; · conditions of the U.S. and other capital markets in which we may seek to raise funds; and · our future results of operations, financial condition and cash flow.
Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.
Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.
Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue business opportunities, including potential acquisitions.
Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, we may be required to reduce, curtail or discontinue operations.
In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.
In the event of a failure of any financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. 11 Risks Related to Our Bitcoin Treasury Strategy Our Bitcoin treasury strategy exposes us to significant volatility in the price of Bitcoin, which could materially adversely affect our financial condition and results of operations.
Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, support our operations and finance the growth and development of our business.
We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, support our operations and finance the growth and development of our business.
Being listed on a national exchange makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
Being listed on a national exchange makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board.
A significant disruption in the operations of our suppliers in Taiwan, such as a trade war or political unrest, could materially adversely affect our business, financial condition and results of operations.
Therefore, factors affecting military, political or economic conditions in Taiwan could have a material adverse effect on our results of operations. A significant disruption in the operations of our suppliers in Taiwan, such as a trade war or political unrest, could materially adversely affect our business, financial condition and results of operations.
If our technologies or products were stolen, misappropriated, or reverse engineered, they could be used by other parties that may be able to reproduce our technologies or products using our technologies for their own commercial gain.
Third parties, including our collaborators, contractors, and others involved in our business often have access to our technologies. If our technologies or products were stolen, misappropriated, or reverse engineered, they could be used by other parties that may be able to reproduce our technologies or products using our technologies for their own commercial gain.
An inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to acquire other businesses, applications, or technologies using our securities as consideration, which, in turn, could materially adversely affect our business and the market prices of your shares of common stock. 21 Shares of our common stock may continue to be subject to illiquidity because our shares may continue to be thinly traded and may never become eligible for trading on a national securities exchange.
An inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to acquire other businesses, applications, or technologies using our securities as consideration, which, in turn, could materially adversely affect our business and the market prices of your shares of common stock.
Approximately 7,520,408 of the shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”).
Approximately 58% of the shares of common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act (“Rule 144”).
If we are unable, or are perceived as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial information and operating results, which could result in a negative market reaction and a decrease in our stock price.
If we are unable, or are perceived as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial information and operating results, which could result in a negative market reaction and a decrease in our stock price. 15 We have a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued.
There can be no assurance that the steps management is taking will be successful. We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We have a limited operating history on which to base an evaluation of its business and prospects.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations and reputation. 14 Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations and reputation.
Our business is partly dependent upon the sale of eel which value is subject to fluctuation and which value greatly fluctuates. Our net sales and operating results vary significantly due to the volatility of the value of eel and any other seafood that we sell which may result in the volatility of the market price of our common stock.
Our net sales and operating results vary significantly due to the volatility of the value of eel and any other seafood that we sell which may result in the volatility of the market price of our common stock. 8 We have limited insurance coverage.
The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly. The market valuations of smaller reporting companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies.
The market valuations of smaller reporting companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies.
As at December 31, 2024, we have working capital of $641,256 and had an accumulated deficit of $21,238,881. In their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed their concern as to our ability to continue as a going concern.
As at December 31, 2025, we have working capital of $7,583,695 and had an accumulated deficit of $26,188,471. In their audit report for the fiscal year ended December 31, 2025 included in this Annual Report on Form 10-K, our auditors have expressed their concern as to our ability to continue as a going concern.
The Nasdaq Letter does not result in the immediate delisting of our common stock and our common stock will continue to trade uninterrupted on The Nasdaq Capital Market under the symbol “NCRA.” We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.
We have a limited operating history on which to base an evaluation of its business and prospects. We are subject to all the risks inherent in a small company seeking to develop, market and distribute new services, particularly companies in evolving markets.
We are subject to all the risks inherent in a small company seeking to develop, market and distribute new services, particularly companies in evolving markets.
Future laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty for public companies, which may increase legal and financial compliance costs and make some activities more time consuming .
If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. 12 Future laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty for public companies, which may increase legal and financial compliance costs and make some activities more time consuming .
Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow. 19 Evolving U.S. trade regulations and policies with China may in the future have a material and adverse effect on our business, financial condition and results of operations.
Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow. 14 Risks Related to our Securities We may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stock.
We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock. We currently do not expect to declare any dividends on our common stock in the foreseeable future.
We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time. 18 We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.
Any uninsured occurrence of loss or litigation or business disruption may result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results. Competitors and potential competitors may develop products and technologies that make ours obsolete or garner greater market share than ours.
We do not have any business liability, disruption or litigation insurance coverage for our operations in Taiwan. Any uninsured occurrence of loss or litigation or business disruption may result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results.
We received a deficiency letter from Nasdaq notifying us that, for the 30 consecutive business days from November 29, 2024 through January 14, 2025, the closing bid price of our common stock has not been maintained at the minimum required closing bid price of at least $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
On February 2, 2026, we received written notice from Nasdaq that, for the 30 consecutive business days from December 17, 2025 through January 30, 2026, the closing bid price of our common stock did not meet the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market.
As a result, our competitors may be able to develop competing and/or superior products and compete more aggressively and sustain that competition over a longer period of time than we can. As more companies develop new intellectual property in our markets, a competitor could acquire patent or other rights that may limit our ability to successfully market our product.
Certain of our competitors may benefit from government support and other incentives that are not available to us. As a result, our competitors may be able to develop competing and/or superior products and compete more aggressively and sustain that competition over a longer period of time than we can.
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, the repurchase or redemption rights or liquidation preferences we could assign to holders of a specific preferred stock class could affect the residual value of the common stock.
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock.
This could result in a lower trading price for our common stock and may limit your ability to sell your shares, any of which could result in you losing some or all of your investments. We may issue preferred stock in different series with terms that could dilute the voting power or reduce the value of our common stock.
We may issue preferred stock in different series with terms that could dilute the voting power or reduce the value of our common stock.
These factors could also make it more difficult for us to attract and retain qualified members of our Board. 15 Relations between the PRC and Taiwan could negatively affect our business and financial status and therefore the market value of your investment. Taiwan has a unique international political status. The PRC does not recognize the sovereignty of Taiwan.
Relations between the PRC and Taiwan could negatively affect our business and financial status and therefore the market value of your investment. Taiwan has a unique international political status. The PRC does not recognize the sovereignty of Taiwan. Although significant economic and cultural relations have been established in recent years between Taiwan and the PRC, relations have often been strained.
These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.
These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible.
In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible.
Our ability to compete successfully will depend on our ability to demonstrate that our products are superior to and/or less expensive than other products available in the market. Some of our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have stronger marketing and distribution channels than we do.
Some of our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have stronger marketing and distribution channels than we do. Increased competition as to any of our products could result in price reduction, reduced margins and loss of market share, which could negatively affect our profitability.
We employ individuals who previously worked with other companies, including our competitors or potential competitors.
Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets. We employ individuals who previously worked with other companies, including our competitors or potential competitors.
We have a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued. Our authorized capital stock consists of 200,000,000 shares of common stock, of which approximately 178,232,053 shares are available for issuance.
Our authorized capital stock consists of 200,000,000 shares of common stock, of which approximately 177,788,681 shares are available for issuance.
The imposition of any of such sanctions on us could have a material adverse effect on our business, financial position, results of operations or cash flows. Future acquisitions may have an adverse effect on our ability to manage our business. Selective acquisitions currently form part of our strategy to further expand our business.
If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be harmed. Future acquisitions may have an adverse effect on our ability to manage our business. Selective acquisitions currently form part of our strategy to further expand our business.
To qualify, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to provide written notice of our intention to cure the deficiency during such additional compliance period, by effecting a reverse stock split, if necessary.
If we do not regain compliance during this period, we may be eligible for an additional 180-day compliance period, subject to meeting other continued listing standards and providing written notice of our intent to cure the deficiency, including by effecting a reverse stock split, if necessary.
Our success is dependent on our current executive officers. Our success also depends in large part on the continued service of our key operational and management personnel. We face intense competition from our competitors, customers and other companies throughout the industry. The loss of any our executive officers, specifically Mr.
We face intense competition from our competitors, customers and other companies throughout the industry. The loss of any our executive officers, specifically Mr. Andy Chin-An Jin, our Chief Executive Officer, or any failure on our part to hire, train and retain a sufficient number of qualified management -level professionals could impair our business.
Our principal executive offices are located in Taiwan and a substantial majority of our net revenues are derived from our operations in Taiwan. Therefore, factors affecting military, political or economic conditions in Taiwan could have a material adverse effect on our results of operations.
The government of the PRC has threatened to use military force to gain control over Taiwan in limited circumstances. Our principal executive offices are located in Taiwan and a substantial majority of our net revenues are derived from our operations in Taiwan.
This type of litigation could result in substantial costs to us and divert our management’s attention and resources. Future sales or perceived sales of our common stock could depress the trading prices of our common stock.
These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in us. Future sales or perceived sales of our common stock could depress the trading prices of our common stock.
If our technologies or products are stolen, misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products. Third parties, including our collaborators, contractors, and others involved in our business often have access to our technologies.
As more companies develop new intellectual property in our markets, a competitor could acquire patent or other rights that may limit our ability to successfully market our product. If our technologies or products are stolen, misappropriated, or reverse engineered, others could use the technologies to produce competing technologies or products.
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If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be harmed. We may have inadvertently violated Section 13(k) of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result.
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These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
Removed
Section 13(k) of the Exchange Act provides that it is unlawful for a company that has a class of securities registered under Section 12 of the Exchange Act to, directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any of its directors or executive officers.
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References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
In 2019, we did not have a corporate bank account established in Hong Kong or the U.S., and certain funds that were supposed to be deposited into such corporate bank account were instead deposited into the personal bank account of our former Chairman of the Board of Directors of the Company (“Board”), President, Chief Executive Officer and Director, Yin-Chieh Cheng, which was considered to be a personal loan made by us to Yin-Chieh Cheng and may have violated Section 13(k) of the Exchange Act.
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There can be no assurance that the steps management is taking will be successful. 5 Our business may be materially adversely affected by any future coronavirus (COVID-19) outbreak or similar global epidemic.
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The receivable was repaid to us in January 2020. Issuers that are found to have violated Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions.
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A significant outbreak, epidemic or pandemic of contagious diseases in any geographic area in which we operate or plan to operate could result in a health crisis adversely affecting the economies, financial markets and overall demand for our services in such areas.
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We are highly susceptible to changes in market demand for the types of seafood for which our recirculating aquaculture systems are used. A significant portion of our revenues are derived from constructing recirculating aquaculture systems for fish farming.
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In addition, any preventative or protective actions that governments implement or that we take in response to a health crisis, such as travel restrictions, quarantines or site closures, may interfere with the ability of our employees, suppliers and customers to perform their responsibilities. Such results could have a material adverse effect on our business.
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We therefore are highly susceptible to changes in market demand for the seafood for which our systems are used, which may be impacted by factors over which we have limited or no control.
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COVID-19 created significant volatility, uncertainty and economic disruption. COVID-19 has affected nearly all regions around the world. In the United States, businesses as well as federal, state and local governments implemented significant actions to mitigate this public health crisis.
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Factors that could lead to a decline in market demand for seafood in general and specifically the type of fish farmed using our systems include economic conditions and evolving consumer preferences.
Added
While we cannot predict the duration or scope of any future COVID-19 outbreak, it may negatively impact our business and such impact could be material to our financial results, condition and outlook related to: · disruption to our operations or the operations of our suppliers, through the effects of business and facilities closures, worker sickness and COVID-19 related inability to work, social, economic, political or labor instability in affected areas, transportation delays, difficulty in enrolling patients, travel restrictions and changes in operating procedures, including for additional cleaning and safety protocols; · increased volatility or significant disruption of global financial markets due in part to any future COVID-19 outbreak, which could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all and impede our ability to comply with debt covenants; and · the further spread of COVID-19, and the requirements to take action to mitigate the spread of any future COVID-19 outbreak (e.g., hygiene requirements or social distancing or other measures), will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition.
Removed
A substantial downturn in market demand for such seafood may have a material adverse effect on our business and on our results of operations. 11 A portion of our revenues are derived from a single product, eel and therefore we are highly susceptible to changes in market demand, which may be affected by factors over which we have limited or no control.
Added
To the extent COVID-19 or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in this “ Risk Factors ” section.
Removed
Approximately 98% of our revenues are derived from a single product, eel. We therefore are highly susceptible to changes in market demand, which may be impacted by factors over which we have limited or no control. Factors that could lead to a decline in market demand for eel include economic conditions and evolving consumer preferences.
Added
Our business is partly dependent upon the sale of eel which value is subject to fluctuation and which value greatly fluctuates.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed7 unchanged
Biggest changeFor a discussion of potential cybersecurity risks affecting us, please refer to the following risk factor in the “ Risk Factors ” section in this Annual Report on Form 10-K titled “ Risks Related to Our Business—We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks. ” 27
Biggest changeFor a discussion of potential cybersecurity risks affecting us, please refer to the following risk factor in the “ Risk Factors ” section in this Annual Report on Form 10-K titled “ Risks Related to Our Business—We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.”

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeCheng sub-leases this space to us, which is free of charge. Since March 31, 2023, we have owned 229 contiguous acres of land located in Montgomery County, Alabama. We intend to build RASs on the land for fish farming.
Biggest changeCheng’s estate sub-leases this space to us free of charge. As of December 31, 2025, we own 229 contiguous acres of land located in Montgomery County, Alabama. We intend to build RASs on the land for fish farming.
ITEM 2. PROPERTIES Our headquarter is located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). The office is rented by Taiwan Grand Smooth Enterprise Co., Ltd., a company 100% controlled by Yin-Chieh Cheng, our former President, former Chief Executive Officer, and former Chairman of the Board. The estate of Mr.
ITEM 2. PROPERTIES Our headquarter is located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.). The office is rented by Taiwan Grand Smooth Enterprise Co., Ltd., a company 100% controlled by the estate of Yin-Chieh Cheng, our late President, Chief Executive Officer, and Chairman of the Board. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed5 unchanged
Biggest changeThe Board reserved 6,666,667 (post-split) shares of common stock under the 2018 Plan. No awards have been granted to any employees or consultants pursuant to the 2018 Plan. As of December 31, 2024, a total of 4,333,334 shares of common stock are available for future issuance pursuant to the 2018 Plan.
Biggest changeThe Board reserved 6,666,667 (post-split) shares of common stock under the 2018 Plan. No awards have been granted to any employees or consultants pursuant to the 2018 Plan.
Person (as defined under Rule 902 Section (k)(2)(i) of Regulation S), or (iii) Section 4(a)(2) of the Securities Act due to the fact the issuance did not involve a public offering of securities to a U.S.
Person (as defined under Rule 902 Section (k)(2)(i) of Regulation S), or (iii) Section 4(a)(2) of the Securities Act due to the fact the issuance did not involve a public offering of securities to a U.S. Person.
The decision whether to pay cash dividends on our common stock will be made by our Board, at its discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the Board considers significant. We did not pay cash dividends in the years ended December 31, 2024 or 2023.
The decision whether to pay cash dividends on our common stock will be made by our Board, at its discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the Board considers significant. We did not pay cash dividends in the years ended December 31, 2025 or 2024.
Person. 29 EQUITY PLAN INFORMATION Plan Category: Number of securities to be issued upon exercise of outstanding options, warrants and rights: Weighted average exercise price of outstanding options, warrants and rights: Number of securities remaining available for future issuance: 2018 Equity Incentive Plan: Equity compensation plans approved by security holders – $ – 5,956,667 Equity compensation plans not approved by security holders – – – Total – $ – 5,956,667 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
EQUITY PLAN INFORMATION Plan Category: Number of securities to be issued upon exercise of outstanding options, warrants and rights: Weighted average exercise price of outstanding options, warrants and rights: Number of securities remaining available for future issuance: 2018 Equity Incentive Plan: Equity compensation plans approved by security holders – $ – 5,459,605 Equity compensation plans not approved by security holders – – – Total – $ – 5,459,605 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 23
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock, par value $0.001, is listed on The Nasdaq Capital Market under the symbol “NCRA.” On May 5, 2025, the closing price for our common stock as reported on The Nasdaq Capital Market was $1.06 per share.
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock, par value $0.001, is listed on The Nasdaq Capital Market under the symbol “NCRA.” On April 14, 2026, the closing price for our common stock as reported on The Nasdaq Capital Market was $0.218 per share.
Stockholders As of May 6, 2025, we had approximately 442 stockholders of record of our common stock, not including shares held in street name.
Stockholders As of April 15, 2026, we had approximately 438 stockholders of record of our common stock, not including shares held in street name.
Removed
Unregistered Sales of Equity Securities Issuance of Common Stock · On February 20, 2024, we entered into VIE Agreement with Xinca and issued 1,800,000 shares of our common stock in exchange of 100% controlling of Xinca; · On April 14, 2024, we entered into an Equity Purchase Agreement with SY Culture and issued 600,000 shares of our common stock in exchange of 100% equity of SY Culture; and · On November 11, 2024, our Chief Financial Officer, Shun-Chih Chuang, exercised 20,000 Class A warrants with an exercise price of $0.75 per share in exchange for 20,000 shares of common stock.
Added
As of December 31, 2025, a total of 5,459,605 shares of common stock are available for future issuance pursuant to the 2018 Plan. 22 Unregistered Sales of Equity Securities Issuance of Common Stock · On February 12, 2025, a holder exercised Class A warrants to purchase 300,000 shares of common stock, resulting in the issuance of 200,000 shares of our common stock upon a cashless exercise. · On May 8, 2025, a holder exercised Class A warrants to purchase 180,000 shares of common stock, resulting in the issuance of 120,000 shares of our common stock upon a cashless exercise. · On October 22, 2025, a holder exercised IPO warrants to purchase 6,058 shares of common stock, resulting in the issuance of 6,058 shares of our common stock. · On November 10, 2025, a holder exercised IPO warrants to purchase 20 shares of common stock, resulting in the issuance of 20 shares of our common stock. · On December 23, 2025, a holder converted an aggregate of $50,537.50 of principal and accrued interest into 60,013 shares of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

20 edited+68 added−147 removed17 unchanged
Biggest changeASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
Biggest changeThe Company continuously reassesses its involvement with VIEs to determine whether changes in facts and circumstances result in an entity becoming a VIE or the Company becoming (or ceasing to be) the primary beneficiary of an existing VIE. 29 Fair Value Measurement The Company follows ASC 820, Fair Value Measurement , 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.
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.
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. 28 Foreign Currency Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency as their functional currencies.
Set forth below is a brief discussion of the key factors impacting our results of operations. 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.
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.
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.
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.
We consider the policies discussed below to be critical to an understanding of our financial statements. 32 The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.
The SEC defines critical accounting policies as those that are, in management’s view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates. The accounting principles we utilized in preparing our consolidated financial statements conform in all material respects to U.S. GAAP.
Net cash (used in) provided by investing activities Net cash provided by investing activities was $211,801 for the year ended December 31, 2024, which were primarily attributable to the available-for-sale financial assets.
Net cash used in investing activities was approximately $0.2 million for the year ended December 31, 2024, which was primarily attributable to the disposal of financial assets. Net cash provided by financing activities Net cash provided by financing activities was approximately $10.2 million for the year ended December 31, 2025.
To achieve that core principle, we apply the following steps: · Step 1: Identify the contract (s) with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligation in the contract · Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation We considered revenue is recognized when (or as) we satisfy performance obligations by transferring a promised goods and provide maintenance service to a customer.
To achieve that core principle, we apply the following steps: · Step 1: Identify the contract (s) with a customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligation in the contract · Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation 30 The Company mainly offers and generates revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business.
Except as may be required by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this Annual Report on Form 10-K. Operations Overview As of December 31, 2019, we provide land-based recirculation aquaculture systems for fish farming.
Except as may be required by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this Annual Report on Form 10-K. Operations and Organization Overview Our business operations consist primarily of our Fish Trading and E-Commerce segments, which are administered through NTB and Xinca, respectively.
Some of our accounting policies require higher degrees of judgment than others in their application.
Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements.
By integrating social commerce with our seafood resources, we enhance pricing advantages and optimize margins, strengthening our position in the evolving retail landscape. 31 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.
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.
Net cash used in investing activities was $1,057,870 for the year ended December 31, 2023, which were primarily attributable to the purchase of property. 45 Net cash provided by financing activities Net cash provided by financing activities amounted to $597,053 for the year ended December 31, 2024, which were primarily arising from proceeds from issuance of common stock and other borrowings during the year.
Net cash provided by financing activities was approximately $1.1 million for the year ended December 31, 2024. This was primarily attributable to proceeds of approximately $1.1 million from the issuance of common stock, partially offset by repayments of borrowings of approximately $0.5 million.
These warrants are classified as liabilities pursuant to ASC 815 and are remeasured at fair value each reporting period, with changes recognized in the consolidated statements of operations.
Warrant liabilities are initially recognized at fair value on the issuance date and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other expense in the Consolidated Statements of Operations and Comprehensive Loss.
Share-Based Compensation We determine our share-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees based on the grant date fair value of the award.
Share-Based Compensation The Company accounts for share-based compensation arrangements in accordance with ASC 718, Compensation—Stock Compensation , which requires share-based payment awards issued to employees and non-employees to be measured at their grant-date fair value. Share-based compensation cost is recognized as compensation expense over the requisite service period, which is generally the vesting period of the award.
Net loss attributable Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the year ended December 31, 2024 was approximately $2.3 million compared to net loss attributable to us (excluding net income attributable to non-controlling interest) approximately of $4.1 million for the comparable period in 2023.
Net loss from discontinued operations Net loss from discontinued operations for the year ended December 31, 2025 was approximately $0.3 million, compared to approximately $1.4 million for the year ended December 31, 2024. The decrease was primarily attributable to a goodwill impairment charge of approximately $1.2 million related to Meixin that was recognized in 2024.
These corrections are reflected in the accompanying consolidated financial statements and related disclosures, and supersede the previously filed interim financial results. See Note 3 to the consolidated financial statements for further detail. 40 Results of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2024, and 2023.
Results of Operations The following table sets forth our consolidated statements of operations for the years ended December 31, 2025, and 2024.
On September 7, 2022, we entered into a series of contractual agreements with the majority stockholder of Meixin Institutional Food Development Co., Ltd., a Taiwan corporation and a food processing and catering company, and Meixin, of which we purchased 80% controlling interest of Meixin for $4,300,000.
(“Meixin”) Acquisition and Consolidation On September 7, 2022, the Company entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with Meixin, a Taiwan corporation and a food processing and catering company, and with Meixin’s equity holders.
This increase was primarily due to the increase of consulting fees and salary expenses for the three months ended December 31, 2024. General and administrative expenses were $2.1 million, for the year ended December 31, 2024, compared to $2.3 million for the comparable year ended in 2023.
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 year ended December 31, 2025 were approximately $2.8 million, compared to approximately $2.1 million for the year ended December 31, 2024.
The decrease was primarily due to the decrease of General and administrative expenses for the year ended December 31, 2024. 43 Liquidity and Capital Resources; Going Concern We had net cash used in operating activities for the year ended December 31, 2024 and the cash balance was approximately $0.48 million as of December 31, 2024.
Net cash used in operating activities was approximately $2.1 million for the year ended December 31, 2024.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
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.
Gross profit for the year ended December 31, 2024 was approximately $334,261, compared to approximately $194,959 for the comparable period in 2023. The gross profit for the year ended December 31, 2024 was mostly generated from Meixin catering business and Xinca e-commerce business with the gross profit of approximately $63,554 and $183,358, respectively.
The decrease in revenue was primarily attributable to a decline in revenue generated from the Company’s fish trading business. Gross profit Gross profit for the year ended December 31, 2025 was approximately $173 thousand, compared to approximately $334 thousand for the year ended December 31, 2024.
Removed
Our primary business operations consist of the design, development and production of RASs large scale fish tank systems, for fish farms along with expert consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. Through our branch office, we also procure and sell eel in Taiwan.
Added
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.
Removed
In addition, as of December 2022, we sell food items, including our signature seafood porridge bowl, through our flagship bento box store located at the Ning Xia Night Market in the Datong District of Taipei City, Taiwan. In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative.
Added
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. Meixin Institutional Food Development Co., Ltd.
Removed
In view of the opportunities resulting from this initiative, in October 2020, Nocera ceased all of its operations in China and moved all of its technology and back-office operations to Taiwan.
Added
Through Meixin VIE Agreements, the Company obtained a controlling financial interest in Meixin representing 80% of its economic interests, for total consideration of $4,300,000. Due to restrictions under the laws and regulations of Taiwan that limit foreign equity ownership in certain businesses, the Company does not hold any equity ownership interest in Meixin.
Removed
We now only operate out of Taiwan. 30 Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business.
Added
Instead, the Meixin VIE Agreements provide the Company with the power to direct the activities that most significantly impact Meixin’s economic performance and the right to receive substantially all of the economic benefits of Meixin, while also obligating the Company to absorb losses that could potentially be significant to Meixin.
Removed
We are now poised to grow our existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. We do not currently have any intentions of conducting operations in China or Hong Kong.
Added
In accordance with ASC 810, Consolidation , the Company determined that Meixin is a VIE and that the Company is the primary beneficiary. Accordingly, Meixin’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date. The acquisition was accounted for as a business combination under ASC 805, Business Combinations .
Removed
Effective December 31, 2020, we entered into a series of contractual agreements with Xin Feng Construction Co., Ltd., a funded limited liability company registered in Taiwan (R.O.C.), whereby we agreed to provide technical consulting and related services to XFC.
Added
The excess of the consideration transferred over the fair value of the identifiable net assets acquired resulted in goodwill of $3,905,735.
Removed
On November 30, 2022, we entered into a Purchase of Business Agreement with Han-Chieh Shih, in which we sold our controlling interest of XFC, to the Purchaser for a total purchase cash price of $300,000. The closing of the XFC Sale occurred on November 30, 2022 and the XFC VIE agreements were terminated in connection with the XFC Sale.
Added
As of December 31, 2024, cumulative goodwill impairment losses of $3,409,725 had been recognized related to Meixin. 24 Disposition and Discontinued Operations On December 1, 2025, the Company entered into an Equity Transfer Agreement with Yinuo Investment Consulting Co., Limited to sell 80% of its variable interest entity economic interests in Meixin. The transaction was completed on December 31, 2025.
Removed
As of the filing date of this Annual Report on Form 10-K, we have no intention of providing services to construct indoor RASs and solar sharing fish farms in Taiwan. As of September 30, 2021, we launched our first RAS demo site in Taiwan and engaged the demo site into the testing phase to raise eel.
Added
Upon closing, the Company received cash consideration of $420,000 and deconsolidated Meixin. At the date of disposition, the carrying amounts of Meixin’s assets and liabilities, including goodwill, were derecognized. The disposition of Meixin represented a strategic shift that had a major effect on the Company’s operations and financial results.
Removed
Currently, we are promoting our RASs in Taiwan and looking for opportunities to cooperate with local solar energy industry and to expand our business into the U.S. We believe the U.S. is a potentially lucrative market to penetrate.
Added
Accordingly, the results of Meixin have been classified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations . The Company recognized a loss on disposal $155,263, which is included in loss from discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss.
Removed
The Meixin VIE Agreements essentially confer control and management of Meixin as well as substantially all of the economic benefits of the Selling Stockholder in Meixin to us. As a result, we have been determined to be the primary beneficiary of Meixin and Meixin became our VIE. On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd.
Added
At the date of disposition, the carrying amounts of Meixin’s assets and liabilities were as follows: Cash and cash equivalents $ 2,173 Accounts receivable 17,544 Prepaid expenses and other assets 605 Property and equipment, net 286,351 Intangible assets, net 81,521 Goodwill 496,010 Other non-current assets 4,613 Accrued expenses and other liabilities (19,817 ) Due to related parties (294,305 ) Net assets value $ 574,695 The following tables summarize (i) the results of operations and (ii) the cash flows of the discontinued operations for the periods presented, as included in the Company’s consolidated financial statements.
Removed
(“GZ GST”), one of our wholly owned subsidiaries, entered into that certain Share Purchase Agreement dated as of June 1, 2023, as amended, with Zhe Jiang Xin Shui Hu Digital Information, Ltd.
Added
For the years ended December 31, 2025 2024 $ $ Net sales 2,597,349 4,890,187 Cost of sales (2,585,917 ) (4,826,633 ) Operating expenses (226,547 ) (257,785 ) Other income 2 21 Net loss from discontinued operations before income taxes (215,113 ) (194,210 ) Income tax expenses – (2,495 ) Net loss from discontinued operations, net of tax (215,113 ) (196,705 ) For the years ended December 31, 2025 2024 $ $ Net cash used in operating activities 782 (2,593 ) Net cash used in investing activities – – Net cash provided by financing activities – – Effect of the exchange rate change on cash and cash equivalents – – Increase (Decrease) in cash and cash equivalents 782 (2,593 ) 25 Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd.(“Xinca”) Acquisition and Consolidation On January 31, 2024, the Company entered into a series of contractual agreements with Xinca, a domestic funded limited liability company registered in the People’s Republic of China and with Xinca’s equity holders.
Removed
(“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of 1,500,000 shares of our common stock, par value $0.001 per share.
Added
Through Xinca VIE Agreements, the Company obtained a controlling financial interest in Xinca representing 100% of its economic interests. The consideration transferred consisted of 1,800,000 shares of the Company’s common stock, with an aggregate fair value of $1,980,000. The Xinca VIE Agreements were entered into by the Company’s wholly-owned subsidiary, Shanghai Nocera Culture Co., Ltd., a wholly foreign-owned enterprise.
Removed
During the initial transaction process and our performing due diligence for the closing, we observed that time constraints have led to certain complexities and challenges in consummating the Acquisition within the originally planned timeframe.
Added
Due to restrictions under PRC laws and regulations that limit or prohibit foreign equity ownership in certain businesses, the Company does not hold any direct equity ownership interest in Xinca.
Removed
We are actively working with Zhe Jiang to resolve such complexities and challenges and will file a Current Report on Form 8-K if and when the Zhe Jiang Acquisition is consummated. We employ a sales and marketing strategy targeting Taiwan government-supported solar fish farms.
Added
Instead, the Xinca VIE Agreements provide the Company with the power to direct the activities that most significantly impact Xinca ’s economic performance and the right to receive substantially all of the economic benefits of Xinca , while also obligating the Company to absorb losses that could potentially be significant to Xinca .
Removed
We are planning on expanding our sales and marketing model through the use of online marketing, data intelligence, and the establishment of a distributor network. The online marketing and data intelligence is designed to generate sales leads internationally outside of Taiwan that can be directed to our sales department for further follow-up.
Added
In accordance with ASC 810, Consolidation , the Company determined that Xinca is a VIE and that the Company is the primary beneficiary. Accordingly, Xinca ’s financial results have been consolidated into the Company’s consolidated financial statements since the acquisition date. The acquisition was accounted for as a business combination under ASC 805, Business Combinations .
Removed
We plan to sell and develop fish farms in Taiwan, the U.S. and Brazil. We expect to sell over five thousand tanks in the next five years. Our production facility is to be established in Taiwan, and we plan to sell the systems into the Americas and European countries as well.
Added
The fair values of assets acquired and liabilities assumed were as follows: $ 207,109 Prepaid expense and other receivables 815,067 Property and equipment, net 59,841 Accrued expense and other liabilities (416,695 ) Long-term secured other borrowing (37,025 ) Net assets value $ 628,297 The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $1,351,703, was recognized as goodwill.
Removed
We also intend to expend the fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment with outsourcing construction services and build the catfish farm in the U.S. by the end of 2024 to promote our fish farming systems to the global market.
Added
As of December 31, 2024, cumulative goodwill impairment losses of $1,351,703 had been recognized related to Xinca. Hangzhou SY Culture Media Co. Ltd. (“SY Culture”) Acquisition and Consolidation On April 14, 2024, the Company acquired a 100% equity interest in SY Culture in exchange for 600,000 shares of the Company’s common stock at a fair value of $642,000.
Removed
We are expecting more customers from various countries actively inquiring about our equipment. As of February 16, 2023, we completed the acquisition of 229 acres of land in Montgomery County, Alabama, of which we intend to build RASs on that land for fish farming.
Added
The acquisition was accounted for as a business combination under ASC 805, Business Combinations .
Removed
We plan to enhance market penetration through the establishment of our own fish farms and diversify revenue streams through various sales channels. In 2024, we initiated the e-commerce business in China, utilizing platforms like Douyin to expand our retail reach, utilizing interactive content and livestream shopping to drive engagement and sales.
Added
The fair values of assets acquired and liabilities assumed were as follows: Cash and bank balance $ 206,663 Other receivables 163,814 Advance to supplier 6,691 Investment 27,284 Other payables and accrued liabilities (755 ) Net assets value $ 403,697 The excess of the consideration transferred over the fair value of the identifiable net assets acquired, amounting to $230,015, was recognized as goodwill. 26 Disposition On June 5, 2025, the Company completed the sale of SY Culture to an unrelated third party, Yuechi Technology Limited, for cash consideration of $550,000.
Removed
The accounting principles we utilized in preparing our consolidated financial statements conform in all material respects to U.S. GAAP. Reclassification Certain prior period amounts have been reclassified to conform with current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S.
Added
At the date of disposition, the carrying amounts of SY Culture’s assets and liabilities were as follows: Cash and cash equivalents $ 186,155 Accounts receivable 4,594 Prepaid expenses and other assets, net 13,901 Investment 27,802 Goodwill 230,015 Other payables and accrued liabilities (70 ) Net assets value $ 462,397 The disposition did not represent a strategic shift in the Company’s operations and the Company recognized a gain on disposal of $87,603, which is included in other expense in the Consolidated Statements of Operations and Comprehensive Loss. 27 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.
Removed
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.
Added
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.
Removed
Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful receivables; the useful lives of property and equipment and intangible assets; impairment of long-lived assets; recoverability of the carrying amount of inventory; fair value of financial instruments; provisional amounts based on reasonable estimates for certain income tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) and the assessment of deferred tax assets or liabilities.
Added
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.
Removed
These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. Financial Assets The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Added
There can be no assurance that any contemplated transaction will be identified or consummated, or that any completed transaction will achieve the anticipated benefits.
Removed
Regular way purchases or sales of financial assets are recognized and derecognized on a trade date or settlement date basis for which financial assets were classified in the same way, respectively.
Added
Principles of Consolidation The consolidated financial statements include the accounts of Nocera, Inc., its wholly-owned subsidiaries, and its VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent the portion of equity in subsidiaries not attributable, directly or indirectly, to the Company.
Removed
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. a) Category of financial assets and measurement Financial assets are classified into the following categories: financial assets at fair value through profit or loss (“FVTPL”), investments in debt instruments and equity instruments at fair value through other comprehensive income (“FVTOCI”), and financial assets at amortized cost. 1) Financial asset at FVTPL For certain financial assets which include debt instruments that do not meet the criteria of amortized cost or FVTOCI, it is mandatorily required to measure them at FVTPL.
Added
The Company evaluates whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and whether the equity holders have the characteristics of a controlling financial interest.
Removed
Any gain or loss arising from remeasurement is recognized in profit or loss.
Added
If an entity is determined to be a VIE, the Company assesses whether it is the primary beneficiary by determining whether it has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
Removed
The net gain or loss recognized in profit or loss incorporates any interest earned on the financial asset. 2) Investments in debt instruments at FVTOCI Debt instruments with contractual terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with objective of collecting contractual cash flows and selling the financial assets, are measured at FVTOCI.
Added
The Company consolidates VIEs for which it is determined to be the primary beneficiary. These determinations require significant judgment and estimation by management regarding the Company’s rights, obligations, and ability to direct activities of the VIE.
Removed
Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at FVTOCI are recognized in profit or loss.
Added
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.
Removed
Other changes in the carrying amount of these debt instruments are recognized in other comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. 33 3) Investments in equity instruments at FVTOCI On initial recognition, the Company may irrevocably designate investments in equity investments that is not held for trading as at FVTOCI.
Added
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. Business Combination The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations.
Removed
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity.
Added
The purchase price of an acquisition is allocated to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill.

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