NOCERA, INC.

There have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on April 21, 2026, except as set forth below.

We do not currently satisfy Nasdaq’s continued listing requirements, and our securities may be delisted if we are unable to regain compliance.

On April 17, 2026, we received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we do not meet the minimum stockholders’ equity requirement of $2.5 million for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). As of December 31, 2025, our stockholders’ equity was $(440,735), and we do not currently meet the alternative continued listing standards relating to the market value of listed securities or net income from continuing operations.

We intend to evaluate available options to regain compliance with Nasdaq’s continued listing requirements; however, there can be no assurance that we will be able to regain compliance within the applicable grace period or otherwise maintain our listing. If our common stock is delisted, it could adversely affect the liquidity and market price of our securities, limit our ability to access capital markets, and negatively impact our business, financial condition, and results of operations.