Nocera Inc 2025年季度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ___________ COMMISSION FILE NO.:001-41434 NOCERA, INC.(Exact name of registrant as specified in charter) (State or other jurisdiction of incorporation) 3F (Building B), No. 185,Sec. 1, Datong Rd.,Xizhi Dist.,New Taipei City221,Taiwan(R.O.C.) (886)-910-163-358(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NoneTitle of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareNCRATheNasdaqStock Market LLCIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒There were14,367,539shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 15, 2025. INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSINTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS performance. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.You are cautioned to not place undue reliance on these forward-looking statements, whichspeak only as of their dates.We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations.Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that theresults or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assumeany responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements arefound at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or projectedfuture results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A of ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission(“SEC”) on May 6, 2025.Many of those risks and factors are outside of our control and could cause actual results to differ materially from the results expressedor implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as aresult of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or 3 Income tax expense Nocera was incorporated in the State of Nevada on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C.). It did not wholly-owned subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controllingshareholders. The share exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and 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 operations.GZ WFH was incorporated in Xingyi City, Guizhou Province, People’s Republic of China (“PRC”) on October 25, 2017, and isengaged in providing fish farming containers service, which integrates sales, installments, and maintenance of aquaculture equipment. On November 13, 2018, GSI incorporated GZ GST in PRC with registered capital of US$15,000. On September 21, 2020, the Company filed a Current Report on Form 8-K outlining the lack of communication that led to the termination by Nocera of its relationship with its former variable interest entity, Guizhou Wan Feng Hu Intelligent Aquatic TechnologyCo. Limited (“GZ WFH”) and its management, and termination of the variable