Nocera Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 OR ☐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) Nevada16-1626611(State or other jurisdiction of incorporation)(IRS Employer Identification No.) 620 Seibles Road,Montgomery, AL 36116(Address of principal executive offices and zip code)(886)-910-163-358(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate 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☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company or emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer”, “smallreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-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 were 15,300,113 shares outstanding of the registrant’s common stock, par value $0.001 per share, as of May 14, 2026. TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking Statements3PART IFINANCIAL INFORMATION4ITEM 1.INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)4ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS25ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK30ITEM 4.CONTROLS AND PROCEDURES30PART IIOTHER INFORMATION32ITEM 1.LEGAL PROCEEDINGS32ITEM 1A.RISK FACTORS32ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS32ITEM 3DEFAULTS UPON SENIOR SECURITIES32ITEM 4MINE SAFETY DISCLOSURES32ITEM 5OTHER INFORMATION33ITEM 6EXHIBITS33SIGNATURES34 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss futureevents or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,”“should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” and“continue” or the negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, arebased on various underlying assumptions and current expectations about the future and are not guarantees of future performance. Suchstatements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity,performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations.Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that 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; businessstra