Group 1 - The core point of the article highlights significant declines in the stock prices of several Chinese concept stocks, with CIMG experiencing the largest drop of 31.98% [1] - CIMG's latest price is reported at 1.170, with a decrease of 0.550 and a trading volume of 1.7132 million [1] - Other notable declines include MENS down 31.22% to 15.400, CGTL down 18.63% to 0.952, NCRA down 18.60% to 1.050, and MASK down 17.05% to 0.3401 [1][1][1] Group 2 - The trading volume for MENS was 6.5639 million, while CGTL had a trading volume of 1.1541 million [1] - NCRA's trading volume was 0.4163 million, and MASK's trading volume was 1.8397 million [1][1]

Core Insights - Nocera, Inc. plans to allocate $2 million for the purchase of Bitcoin (BTC) for its corporate treasury, marking the beginning of its digital asset strategy [1][2][4] - The Bitcoin will be held in the U.S. with an institutional-grade custodian, and the company may evaluate additional digital assets and strategies over time [2] - Nocera has secured a convertible note facility of up to $300 million to support its long-term strategic vision, with a portion of the proceeds potentially used for digital asset acquisitions [3] Company Strategy - The allocation of funds for Bitcoin is seen as a pivotal moment for the company, providing diversification for its corporate treasury while allowing flexibility for future strategic transactions [4] - Nocera is focused on identifying and acquiring businesses that demonstrate strong core values and exceptional business acumen, aiming to foster growth and create long-term value [4]

Table of Contents Registration No. 333-290581 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCERA, INC. (Exact name of registrant as specified in its charter) | Nevada | 5900 | 16-1626611 | | --- | --- | --- | | (State or Other Jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | | of Incorporation or Organization) | Classification Code Number) | Identification No.) | 3F (Building B), No. 185, Sec. 1, D ...

Core Viewpoint - Nocera, Inc. has successfully closed the first tranche of funding amounting to USD $8,000,000 as part of a larger convertible note facility of up to $300 million [1] Funding Details - The funding was led by a U.S.-based institutional investor [1] - The total principal amount for the first tranche is USD $8,000,000 [1] - The convertible note facility has a maximum limit of $300 million [1]

Aquaculture Systems and Expansion - The company provides land-based recirculation aquaculture systems (RAS) for fish farming, focusing on design, development, and production of large-scale fish tank systems [116]. - As of September 30, 2021, the company launched its first RAS demo site in Taiwan and is promoting RAS technology while seeking cooperation with the local solar energy industry [119]. - The company plans to sell over 5,000 tanks in the next five years, with production facilities to be established in Taiwan and sales targeted at the Americas and Europe [126]. - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for building RAS systems for fish farming, with construction evaluations ongoing [127]. - The company aims to expand its sales and marketing strategy targeting government-supported solar fish farms, utilizing online marketing and data intelligence [125]. - The company plans to build land-based fish farming demo sites in Taiwan, the U.S., and Brazil, requiring additional capital for construction, marketing, and operations [216]. Financial Performance - Net sales for the three months ended September 30, 2025, were $1,603,392, an increase from $1,363,101 in the same period of 2024, primarily driven by improved results from the Meixin catering and fish trading businesses [192]. - For the nine months ended September 30, 2025, net sales decreased to $10,109,236 from $13,016,093 in 2024, mainly due to weaker performance in the Meixin catering and fish trading businesses [193]. - Gross profit for the three months ended September 30, 2025, was $49,102, up from $34,131 in 2024, attributed to better operating results [195]. - Gross profit for the nine months ended September 30, 2025, decreased to $132,506 from $163,879 in 2024, reflecting weaker operating results [196]. - General and administrative expenses for the three months ended September 30, 2025, were $869,686, significantly higher than $335,202 in 2024, due to increased audit and consulting fees [197]. - Net loss attributable to the company for the three months ended September 30, 2025, was $1,500,789, compared to a loss of $315,267 in 2024 [203]. - The company recorded an income tax expense of $143,431 for the nine months ended September 30, 2025, compared to $121,871 in 2024, reflecting an evaluation of tax impacts [202]. Cash Flow and Financing - Cash and cash equivalents as of September 30, 2025, were $2,034,205, compared to $372,270 in 2024, indicating a significant increase [155]. - The company had a cash balance of $2,034,205 as of September 30, 2025, with net cash used by operating activities amounting to $1,123,115 [205]. - The company anticipates raising approximately $40 million through financing activities over the next twelve months to support capital-intensive strategic initiatives [208]. - Planned cash outflows include approximately $5.9 million for operating activities and $30 million for capital expenditures related to business combinations and acquisitions [209]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $1,123,115, driven by a net loss of $2,272,286, partially offset by non-cash adjustments [211]. - Net cash used in investing activities was $135,942 for the nine months ended September 30, 2025, primarily due to cash outflows of $500,000 related to the investment in Tachyonext [213]. - Net cash provided by financing activities amounted to $2,869,549 for the nine months ended September 30, 2025, resulting from the exercise of warrants and issuance of preferred stock [215]. - The company expects to obtain financing from shareholders or raise additional capital through equity or debt securities to meet long-term operating requirements [216]. Accounting and Revenue Recognition - The company recognizes revenue from fish trading, bento box processing, and e-commerce live streaming, with revenue recognized upon delivery or sale confirmation [178][179][180]. - The company has adopted ASU 2014-09 for revenue recognition, ensuring revenue reflects the transfer of goods or services to customers [177]. - Cost of sales primarily includes material costs, labor costs, and depreciation, with inventory write-downs recorded as necessary [182]. - Inventories are stated at the lower of cost or net realizable value, with costs determined using the weighted average method [158]. - Goodwill is tested for impairment annually, with any impairment recognized when the estimated fair value of a reporting unit is less than its carrying amount [169]. - The company applies ASC Topic 820 for fair value measurements, utilizing quoted market prices when available and valuation techniques otherwise [151][154]. - Financial assets measured at amortized cost are subject to impairment assessments, with loss allowances recognized based on expected credit losses [146][147]. - The company recognizes liabilities for contingencies when it is probable that a loss has occurred and a reasonable estimate can be made [176]. - The acquisition method of accounting requires estimates and assumptions regarding fair values, which could materially impact results if adjustments are needed [218]. - The company incurred transaction costs directly attributable to acquisitions, which are expensed as incurred, impacting financial results [217]. Market and Operational Challenges - Geopolitical conditions and inflation are identified as key factors that may impact the company's operations and financial performance [129][130]. - The company is focused on reducing water pollution and disease in fisheries, positioning itself as a global leader in land-based aquaculture [118]. - The company entered into a series of Variable Interest Entity Purchase Agreements, acquiring controlling interests in Meixin, Xinca, and SY Culture, enhancing its operational footprint [120][121][122]. - The company acquired a 35% equity interest in Tachyonext Inc. for $500,000, recognizing a share of loss of $(315,224) for the year ended September 30, 2025 [124]. - In 2024, the company initiated e-commerce operations in China, utilizing platforms like Douyin to enhance retail reach and optimize margins through social commerce [123].

Table of Contents Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCERA, INC. (Exact name of registrant as specified in its charter) | Nevada | 5900 | 16-1626611 | | --- | --- | --- | | (State or Other Jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | | of Incorporation or Organization) | Classification Code Number) | Identification No.) | 3F (Building B), No. 185, Sec. 1, Datong ...

Business Expansion and Acquisitions - The company plans to sell over 5,000 tanks in the next five years, with a production facility to be established in Taiwan for sales into the Americas and European countries [136]. - As of February 16, 2023, the company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for building RASs for fish farming [137]. - The company acquired 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000 on September 7, 2022 [130]. - The company entered into a Purchase of Business Agreement on November 30, 2022, selling its controlling interest in Xin Feng Construction Co., Ltd. for $300,000 [128]. - The company plans to expand fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment by the end of 2024 [137]. - The company is actively working to resolve complexities related to the Zhe Jiang Acquisition, which involves the issuance of 1,500,000 shares of common stock [131]. - The company aims to enhance market penetration through the establishment of its own fish farms and diversify revenue streams through various sales channels [137]. - The company has no intention of conducting operations in China or Hong Kong, focusing instead on Taiwan and the Americas [127]. - The company employs a sales and marketing strategy targeting Taiwan government-supported solar fish farms, planning to expand through online marketing and data intelligence [135]. Financial Performance - Revenue for the three months ended June 30, 2025, was $3,971,716, a decrease of 41.4% compared to $6,753,112 for the same period in 2024 [204]. - Revenue for the six months ended June 30, 2025, was $8,505,844, down 27.5% from $11,652,992 for the comparable period in 2024 [205]. - Gross profit for the three months ended June 30, 2025, was $32,454, a decline of 29.0% compared to $45,787 for the same period in 2024 [207]. - Gross profit for the six months ended June 30, 2025, was $83,404, down 35.7% from $129,748 for the comparable period in 2024 [208]. - Net loss attributable to the Company for the three months ended June 30, 2025, was $491,708, compared to a net income of $84,423 for the same period in 2024 [215]. - Net loss attributable to the Company for the six months ended June 30, 2025, was $739,725, an increase from a net loss of $204,153 for the comparable period in 2024 [216]. - General and administrative expenses for the three months ended June 30, 2025, were $236,322, a decrease of 33.3% compared to $354,442 for the same period in 2024 [209]. - General and administrative expenses for the six months ended June 30, 2025, were $570,693, down 29.1% from $805,906 for the comparable period in 2024 [210]. - Income tax expense for the six months ended June 30, 2025, was $140,561, an increase from $122,380 for the same period in 2024 [214]. Cash Flow and Financing - Cash and cash equivalents as of June 30, 2025, were $150,130, a decrease from $586,423 in 2024 [165]. - As of June 30, 2025, the Company had a cash balance of $150,130 and an accumulated deficit of $21,978,606 [217]. - The company expects to raise approximately $40 million through equity issuance, a leveraged buyout transaction, and debt financing to support capital-intensive strategic initiatives [220]. - Anticipated cash outflow includes approximately $5.9 million for operating activities, with $5.0 million allocated to operating costs related to the fish business, $0.7 million for general and administrative expenses, and $0.2 million for marketing efforts [221]. - The company plans to allocate approximately $30 million toward capital expenditures for business combinations and acquisitions, critical to growth objectives [221]. - Net cash used in operating activities was $320,289 for the six months ended June 30, 2025, reflecting a net loss of $760,262 [223]. - Net cash used in investing activities was $135,942 for the six months ended June 30, 2025, primarily due to the acquisition of an associate [224]. - Net cash provided by financing activities amounted to $236,366 for the six months ended June 30, 2025, resulting from the exercise of warrants [225]. - The company recorded a decrease in cash of $334,031 for the six months ended June 30, 2025, compared to a decrease of $643,157 for the same period in 2024 [222]. - Management believes that anticipated financing arrangements will provide sufficient liquidity to meet obligations and fund ongoing strategic initiatives over the next twelve months [222]. - The company may need to raise additional capital in the future, but there is no assurance that it will be able to do so on acceptable terms [220]. Accounting and Financial Reporting - Accounts receivable are stated at the original amount less an allowance for doubtful accounts, which is assessed based on various factors including customer credit-worthiness and historical trends [166]. - The company recognizes an impairment loss for financial instruments, with adjustments made to their carrying amounts through a loss allowance account [158]. - Financial assets at amortized cost are measured using the effective interest method, with any impairment loss recognized in profit or loss [156]. - The company applies ASC Topic 820 for fair value measurements, which defines fair value as the exit price in an orderly transaction between market participants [161]. - Inventories are stated at the lower of cost or net realizable value, determined using the weighted average method [169]. - Goodwill is tested for impairment annually, with any impairment charge recognized when the estimated fair value of a reporting unit is less than its carrying amount [178]. - The company recognizes deferred tax liabilities and assets for the tax consequences of differences between tax bases and recognized values of assets and liabilities in a business combination [176]. - Share-based compensation is measured based on the grant date fair value, using the Black-Scholes pricing model to estimate the value of phantom awards [182][184]. - The company has early adopted ASU 2014-09 for revenue recognition, reflecting the transfer of promised goods or services to customers [189].

Business Expansion and Acquisitions - The company plans to sell over 5,000 tanks in the next five years, targeting markets in Taiwan, the U.S., and Brazil[117]. - The company completed the acquisition of 229 acres of land in Montgomery County, Alabama, for $857,870, intending to build RASs for fish farming[121]. - The company purchased an 80% controlling interest in Meixin Institutional Food Development Co., Ltd. for $4,300,000, enhancing its food processing capabilities[114]. - The company aims to expand its fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment by the end of 2024[118]. - The company is actively working to resolve complexities related to the acquisition of Zhe Jiang Xin Shui Hu Digital Information, Ltd., which involves issuing 1,500,000 shares of common stock[115]. - The company is poised to grow its operations in Taiwan and expand into North and South America, aiming to become a global leader in land-based aquaculture[111]. - The company plans to build land-based fish farming demo sites in the U.S., Taiwan, Brazil, Japan, and Thailand to promote its fish farming systems globally, requiring additional capital for construction, marketing, and operations[203]. - The company expects to obtain financing from shareholders or raise additional capital through the sale of equity or debt securities, with shareholder commitment to provide necessary financing[203]. Financial Performance - Net sales for the three months ended March 31, 2025, were approximately $4.53 million, a decrease of 7.5% from $4.89 million in the same period of 2024[182]. - Gross profit for the three months ended March 31, 2025, was $50,950, down 39.5% from $83,961 in the comparable period in 2024[184]. - General and administrative expenses decreased to $334,371 for the three months ended March 31, 2025, compared to $451,464 in the same period of 2024, reflecting a reduction in salary and commission expenses[185]. - Net loss attributable to the Company for the three months ended March 31, 2025, was $248,017, an improvement from a net loss of $288,576 in the comparable period in 2024[188]. - Net cash used in operating activities was $115,102 for the three months ended March 31, 2025, significantly lower than $460,994 in the same period of 2024[199]. - The Company had an accumulated deficit of $21,486,898 as of March 31, 2025[190]. Revenue Recognition and Accounting Policies - Revenue is primarily generated from fish trading, bento box, and fruit and vegetable processing, with revenue recognized upon delivery of goods to customers[170][171]. - The company has adopted ASU 2014-09 for revenue recognition, which requires recognizing revenue that reflects the consideration expected in exchange for goods or services[169]. - Accounts receivable are stated at original amounts less an allowance for doubtful accounts, based on a review of outstanding amounts[147]. - Goodwill is tested for impairment annually, with an impairment charge recognized only when the estimated fair value of a reporting unit is less than its carrying amount[158]. - Deferred tax assets and liabilities are recognized for expected future tax consequences of differences between tax bases and financial reporting amounts[175]. - Business acquisitions are accounted for under ASC 805, with costs measured as the aggregate of acquisition date fair values of assets transferred, liabilities assumed, and equity instruments issued[204]. - Goodwill is recorded for the excess of total acquisition costs over the fair value of identifiable net assets of the acquired business[204]. - The company must exercise judgment and make estimates regarding fair values of business combinations, which may impact results of operations and financial position if adjustments are required[205]. - Estimates of future cash flows from acquired assets are critical, as changes in actual results compared to projections could lead to impairment charges[205]. - The economic lives of certain acquired assets are estimated for calculating depreciation and amortization expenses, which could materially impact results if these estimates change[205]. Market and Operational Challenges - The company has ceased all operations in China and moved its technology and back-office operations to Taiwan, focusing solely on Taiwanese operations[110]. - The company employs a sales and marketing strategy targeting government-supported solar fish farms, planning to expand through online marketing and data intelligence[116]. - The company is facing inflationary pressures affecting commodity prices, which may impact profit margins if not mitigated through pricing actions[123]. - The foreign currency translation loss for the three months ended March 31, 2025, was $2,838, compared to a gain of $57,307 in the same period of 2024[183]. Financing and Capital Expenditures - The Company anticipates raising approximately $40 million through financing activities over the next twelve months to support capital-intensive strategic initiatives[193]. - The Company plans to allocate approximately $30 million toward capital expenditures primarily for business combinations and acquisitions[194]. - The average selling price of eels increased from $14.58 to $15.16 per kilogram for the comparable periods in 2024 and 2025, despite a decrease in volume[189]. Valuation and Financial Instruments - The company recognizes impairment losses for financial instruments, adjusting their carrying amounts through a loss allowance account, except for certain investments measured at FVTOCI[139]. - The company applies ASC Topic 820 for fair value measurements, which defines fair value as the exit price in an orderly transaction between market participants[142][143]. - Cost of sales includes material costs, labor costs, and depreciation, with write-downs of inventories recorded to the lower of cost or net realizable value[174]. - The company uses the Black-Scholes pricing model to value share-based compensation, incorporating subjective assumptions such as expected volatility[163][164].

Operations and Market Focus - Nocera, Inc. has transitioned its operations from China to Taiwan, focusing on land-based aquaculture systems and consulting services[23]. - The company has shifted its operational focus from China to Taiwan, establishing a branch to cater to various sectors including individual investors and government-supported companies[57]. - The company aims to expand its operations into North and South America, targeting markets with growing populations and food demands[24]. - The company is expanding its fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment and plans to build a catfish farm in the U.S. by the end of 2024[216]. - The company has initiated an e-commerce business in China in 2024, utilizing platforms like Douyin for retail expansion and integrating social commerce with seafood resources[217]. Financial Performance - For the year ended December 31, 2024, net sales were approximately $17.01 million, a decrease from approximately $23.9 million in 2023, representing a decline of about 29.5%[58][60]. - Revenues for the year ended December 31, 2024, were approximately $17.01 million, down from $23.9 million in 2023, indicating a decline of about 28.5%[91]. - The company incurred operating losses of $2,393,803 in 2024, compared to $4,159,354 in 2023, indicating a reduction in losses by approximately 42.5%[85]. - As of December 31, 2024, the company had working capital of $641,256 and an accumulated deficit of $21,238,881[85]. - Five customers accounted for approximately 81.8% of total revenue for 2024, highlighting a significant reliance on a small customer base[91]. - Approximately 98% of revenues are derived from a single product, eel, making the company highly susceptible to changes in market demand for this product[102]. Strategic Initiatives - Nocera acquired an 80% controlling interest in Meixin for $4,300,000, enhancing its consulting and management capabilities in aquaculture[33]. - The company plans to invest in an additional 500 tanks to increase species selection and product forms, aiming for direct wholesale options including live hauling and retail[65]. - The company has acquired SY Culture in 2024 to enhance market position and broaden product offerings, deemed not significant under asset, investment, and income tests[176]. - The company is focusing on expanding its sales and marketing strategy through online marketing and data intelligence to generate international sales leads[214]. Compliance and Regulatory Issues - The company has received a deficiency letter from Nasdaq regarding its stock price, requiring compliance by July 14, 2025[36]. - The company received a deficiency letter from Nasdaq for not maintaining a minimum closing bid price of $1.00 per share, with a compliance deadline of July 14, 2025[166][167]. - The company is identified as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act, which could lead to delisting if not resolved within three years[135]. - The inability of the PCAOB to conduct inspections of the company's auditor may undermine investor confidence in the financial statements and audit quality[136]. - Compliance with the Foreign Corrupt Practices Act may put the company at a disadvantage compared to competitors not subject to these regulations, potentially affecting business opportunities[120]. Risks and Challenges - The company operates in a highly competitive aquaculture market, facing competition from larger entities and smaller regional suppliers[62]. - The company anticipates needing additional financing to fund capital expenditures, working capital, and operational losses, which could increase financial risk[94]. - Future acquisitions are part of the growth strategy, but they may divert management's attention and expose the company to integration risks[99]. - The company operates primarily in Taiwan, and any significant economic decline in Taiwan could adversely affect consumer demand for its services[112]. - The company is subject to currency fluctuations, particularly with the NT dollar, which could impact revenue reported in U.S. dollars[113]. - The company faces intense competition, and the loss of key executive officers could impair its business operations[95]. - The company has limited insurance coverage, which could result in substantial costs in the event of loss or litigation[104]. - The company may face significant legal proceedings that could divert management's attention and incur substantial expenses, potentially affecting its financial condition[116]. - Geopolitical conditions, including trade disputes and acts of war, could adversely impact the company's operations and financial results[139]. - The ongoing Russia-Ukraine conflict and Middle East tensions may increase costs, disrupt supply chains, and reduce sales and earnings[141]. Corporate Governance and Internal Controls - The company has identified material weaknesses in its internal control over financial reporting, which could lead to a loss of investor confidence[147]. - As of December 31, 2024, the company lacked effective controls over its financial reporting environment due to insufficient personnel and resources[148]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure requirements, which may affect investor attractiveness[168][172]. Stock and Shareholder Information - The common stock of the company is listed on The Nasdaq Capital Market under the symbol "NCRA" since August 11, 2022[76]. - Approximately 178,232,053 shares of common stock are available for issuance, which could dilute existing ownership positions[150]. - The company's common stock is listed on Nasdaq under an alternative initial listing standard, which could suppress trading prices and liquidity[146]. - The market valuation of the company may fluctuate significantly due to factors beyond its control, affecting the value of investments[156]. - The company has approximately 442 stockholders of record as of May 6, 2025, with its common stock listed on The Nasdaq Capital Market under the symbol "NCRA"[194]. Cybersecurity - The company has not formalized cybersecurity measures or dedicated teams, leaving it vulnerable to potential cyber threats[182]. - The company has not experienced significant cybersecurity incidents to date, but recognizes the risks associated with the absence of a formal cybersecurity framework[183]. - The company aims to enhance its cybersecurity measures by engaging external experts and developing a comprehensive cybersecurity framework[184]. Dividend Policy - The company does not expect to declare or pay any cash dividends in the foreseeable future, intending to retain earnings for business expansion[195]. - The company has not declared dividends on its common stock and plans to use earnings for working capital and growth, which may affect returns for investors[163].

Core Insights - Nocera, Inc. is scheduled to present at the 150th National Investment Banking Association (NIBA) conference on September 4-5, 2024, in Ft. Lauderdale, Florida, focusing on corporate updates and future growth plans [1][2]. Company Overview - Nocera, Inc. (NASDAQ: NCRA) is a fully integrated sustainable seafood company that specializes in land-based recirculatory aquaculture systems (RASs) for both fresh and saltwater fish [3]. - The company's primary operations include the design, development, and production of large-scale RAS fish tank systems, along with consulting, technology transfer, and project management services for aquaculture facilities [3]. Industry Context - The National Investment Banking Association (NIBA) has been hosting investment conferences for over 40 years, providing a platform for public and private companies to access funding and liquidity sources [4].