📰 What This Document Is 📄

This document is an Amendment to the Annual Report on Form 10-K (the "10-K/A"). This means Nocera, Inc. (NCRA) is revising its previous financial filings. Companies file amendments when they realize they made an error or need to update information after the original report was published.

The reader should understand that this filing’s primary goal is to correct previous financial amounts and to provide a detailed, year-end snapshot of the company’s legal structure, its risks, and its management team for the fiscal year ending December 31, 2025. 👉 The core finding is that the company identified errors in past reports and was required to amend the filing to reflect corrected financial data.

🌴 Company Overview & Structure 🐟

In simple terms, Nocera, Inc. is a publicly traded company, listed on The Nasdaq Capital Market (trading symbol "NCRA"). While the full scope of its operations is not detailed in this summary, the company’s physical assets give clues to its main focus.

The company’s headquarters is located in New Taipei City, Taiwan (R.O.C.). However, they also own substantial land in the United States:

• As of December 31, 2025, the company owns 229 contiguous acres of land in Montgomery County, Alabama.
• The stated intention for this property is to build Recirculating Aquaculture Systems (RASs) for fish farming, and they plan to develop the site into an office and dormitory for future employees.

👉 This indicates a major strategic physical commitment in the US, suggesting aquaculture or food production is a key operational focus.

🚨 Internal Controls & Financial Risks ⚙️

A huge portion of this amendment is dedicated to the company's internal controls over financial reporting. This section is extremely important because it tells investors if the company has robust systems in place to ensure its financial books are accurate.

Sadly, the company admitted that its internal controls were not effective as of December 31, 2025. They identified three material weaknesses:

• Lack of Written Documentation: They do not have written policies and procedures for their internal controls.
• Insufficient Review: There are inadequate monitoring and review controls during the financial closing process, including a lack of staff with current knowledge of Generally Accepted Accounting Principles (GAAP).
• Poor Segregation of Duties: The system lacks adequate separation of financial duties.

The company is committed to fixing these issues and expects to remediate them in 2026. 👉 This finding signals a significant, immediate operational risk and suggests that past financial reporting may have been vulnerable to errors.

🔒 Cybersecurity & Legal Landscape 💻

Nocera addresses general business risks, including those related to technology and legal operations.

• Cybersecurity: The company acknowledged that it currently does not have formalized cybersecurity measures or a dedicated team. Their approach is still "in the developmental stage," and they recognize that this absence of a formalized framework leaves them vulnerable to data breaches and cyberattacks.
• Legal Proceedings: The company affirmed that they are currently not involved in any material or pending legal or administrative proceedings.
• Regulatory Compliance (HFCAA): They confirmed that their independent registered public accounting firm, SFAI Malaysia PLT, is registered with the PCAOB (Public Company Accounting Oversight Board) and that the company is not currently designated as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (HFCAA).

💰 Executive Compensation & Governance 🕴️

The company details its governance structure, including the board of directors and key compensation details.

1. Compensation Highlights: The summary compensation table details the earnings for key executives:

• Andy Ching-An Jin (CEO): In 2025, his total compensation was $1,110,000 (Salary of $240,000 and Equity Awards of $870,000). In 2024, the total was $257,520.
• Shun-Chih (“Jimmy”) Chuang (CFO): Paid $54,000 per year.
• Feng-Hua (“Howard”) Chen (COO): Paid $20,000 per year.

2. Corporate Governance: The Board has established three committees to guide operations:

• Audit Committee: Comprised of Yiwen Zhang, Sean Filson, and Hui-Ying Zhuang. Their duties include reviewing audited financial statements and approving related-party transactions.
• Compensation Committee: Includes Sean Filson and Hui-Ying Zhuang, chaired by Thomas A. Steele. They review and approve executive compensation plans.
• Nominating and Corporate Governance Committee: Includes Yiwen Zhang and Hui-Ying Zhuang, chaired by Hui-Ying Zhuang. They handle candidate evaluation for the Board.

👉 Executive pay compensation is significantly tied up in equity awards ($870,000 for the CEO in 2025), suggesting the company relies on potential growth rather than just cash salary.

🏢 Management Team Details 🧑‍💼

The filing provides detailed professional biographies for the executive team, establishing their professional depth and history.

• Andy Ching-An Jin (CEO): Previously worked in investments and managed day-to-day operations for an import floriculture company.
• Shun-Chih (“Jimmy”) Chuang (CFO): Has a background in financial advisory and auditing services at Deloitte & Touche.
• Feng-Hua (“Howard”) Chen (COO): Has a long background in banking and construction project planning, having previously been a Vice President at Entie Commercial Bank Co.
• Sean Filson (Director): Is noted for his expertise in market strategy and has deep experience in founding and developing companies, notably guiding SNP Medical Holdings, LLC to a $1.25 billion valuation.

📜 Stock Structure and Ownership Changes 📈

This section covers the common stock listing and recent activities regarding shares.

• Stock Status: The common stock is par value $0.001 and is listed on the Nasdaq Capital Market.
• Dividends: The company stated that it does not expect to declare or pay any cash dividends in the foreseeable future, planning instead to retain future earnings for business expansion.
• Stock Issuance: During 2025, there were multiple instances of warrants being exercised (e.g., exercising Class A warrants on February 12, 2025, resulting in 200,000 shares).
• Equity Plan: The 2018 Stock Option and Award Incentive Plan reserved 6,666,667 (post-split) shares, and as of December 31, 2025, a total of 5,459,605 shares remain available for future issuance.

📍 Key Roles and Corporate Changes 🌐

The filing notes several roles and administrative changes that affect how the company is run.

• Auditor Change: On January 28, 2026, the company changed its independent registered public accounting firm. Enrome LLP resigned, and SFAI Malaysia PLT was immediately approved to take over the role.
• Transfer Agent: Mountain Share Transfer, LLC is the designated transfer agent and registrar for the company’s common stock.
• Board Composition: The Board is composed of several directors, including Sean Filson, Hui-Ying Zhuang, and Yiwen Zhang. The Board also confirmed that a majority of directors are considered "independent directors."

📅 Key Dates and Resources 📬

This section groups important contacts and legal notices for future reference.

• Contact: The 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.).
• Registrant's Phone: ( 886 )- 910 - 163-358.

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🧠 The Analogy

Think of a 10-K/A amendment like getting a yearbook photo taken, but in the future. The original photo (the first 10-K) was based on the information the company had at the time, which might have been incomplete or incorrect. The amendment (the 10-K/A) is the retake, where they are correcting past mistakes (like fixing misprinted names or outdated details) and showing the most up-to-date picture of where the company stands right now.

🧩 Final Takeaway

Nocera, Inc. is expanding its operational footprint toward aquaculture in Alabama while facing a major, disclosed risk regarding its internal financial controls. The most critical signal is the admission of "material weaknesses," which must be successfully resolved in 2026 to restore investor confidence.