NASDAQ: NCRA

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. 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. 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. 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. 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

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We conduct our operations primarily through NTB
and Xinca. 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. 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.

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. 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.

Government Regulation

We are subject to many varying laws and regulations
in Taiwan and throughout the world, including, without limitation, those related to privacy, data protection, intellectual property, consumer
protection, e-commerce, marketing, advertising, messaging, rights of publicity, health and safety, employment and labor, product liability,
accessibility, competition, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created,
or amended in a manner that could harm our current or future business and operations. In addition, it is possible that certain governments
may seek to block or limit our products and services or otherwise impose other restrictions that may affect the accessibility or usability
of any or all of our products and services for an extended period of time or indefinitely.

Our properties and operations are subject to a
number of environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. Under certain of these
laws and regulations, we may be subject to joint and several liability for environmental investigations and cleanups, including at properties
that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was
not caused by us or was legal at the time it occurred.

We are also subject to laws regulating consumer
products in the jurisdictions in which we sell our products. In the United States for instance, certain of our products are subject to
the U.S. Consumer Product Safety Act, under which the U.S. Consumer Product Safety Commission may exclude products from the market that
are found to be unsafe or hazardous, require repair, replacement or refund of products, impose fines for noncompliance with requirements
and impose fines for failure to timely notify them of potential safety hazards.

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. The FDA has finalized seven major rules to implement FSMA, recognizing that ensuring the safety of
the food supply is a shared responsibility among many different points in the global supply chain. The FSMA rules are designed to make
clear specific actions that must be taken at each of these points to prevent contamination. 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.

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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.

Our operations and products are also subject to
state and local regulation, including the registration and licensing of plants, enforcement by state health agencies of various state
standards, and the registration and inspection of facilities. Compliance with federal, state and local regulation is costly and time-consuming.
Enforcement actions for violations of federal, state, and local regulations may include seizure and condemnation of products, cease and
desist orders, injunctions or monetary penalties. We believe that our practices are sufficient to maintain compliance with applicable
government regulations.

We are subject to certain regulations by the U.S.
Federal Trade Commission. 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. These regulations require us to comply with
certain manufacturing, health, and safety standards to protect our employees from accidents.

Our business depends in part on environmental
regulations and programs of Taiwan that promote cleaner water sources to restore clean water back to people. Our customers may be encouraged
with incentives by the local governments relating to aquaculture investment. The approvals of land, licenses or permits, are required
from relevant central and local government authorities. In addition, from time to time, relevant government authorities may impose new
regulations at a local level regulating fish farming. We believe that we have skills to help our customers obtain all necessary licenses,
registrations and permits to comply with all requirements necessary to allow our customers and investors to conduct aquaculture business
in Taiwan.

Listing on The Nasdaq Capital Market

Our common stock is listed on The Nasdaq Capital
Market under the symbol “NCRA” since August 11, 2022. 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.

Legal Proceedings

We are currently not a party to any legal or administrative
proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We
may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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. 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.

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. 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. 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.

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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. 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. 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. 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. 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. 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. 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.

Nasdaq

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”).

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. 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. 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.

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”.

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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.
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. We make these materials available
through our website as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to,
the SEC. 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 information contained
in, or that can be accessed through, our website is not part of this Annual Report on Form 10-K.