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| CIK | 1756180 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nocera, Inc.
SEC Filings (Chronological Order)
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| May 26, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company (the “Investor”), and NOCERA, INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”. WHEREAS, the Company |
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| May 26, 2026 |
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 10.3 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2026, is entered into by and between Nocera, Inc., a Nevada corporation (the “Company”), and [•] (the “Buyer” or “[•]”). The Company and the Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” REC |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 22, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| May 26, 2026 |
EQUITY PURCHASE FACILITY AGREEMENT Exhibit 10.1 EQUITY PURCHASE FACILITY AGREEMENT THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company, or its registered assigns (the “Investor”) and Nocera, Inc. a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as t |
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| May 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| May 21, 2026 |
Exhibit 10.1 STRATEGIC ADVISORY AGREEMENT May 18, 2026 Nocera, Inc. 2030 Powers Ferry Road Southeast, Suite No. 212 Atlanta, GA 30339, United States This Strategic Advisory (“Agreement”) is made and entered into as of May 18, 2026 (the “Effective Date”), by and between Nocera, Inc., a Nevada corporation (the “Company”), and Phoenix MGMT & Consulting LLC, a Delaware limited liability company (the “ |
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| May 14, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOCER |
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| April 21, 2026 |
Exhibit 10.13 MIN-HUAY CHENG LU 15F, N0.464, SEC 3, JIAYUAN RD. SHULIN DIST, NEW TAIPEI CITY, 238655 CHINA REPUBLIC OF Date: 25 January 2025 NOCERA INC. No. 185, Building B, 3rd Floor Section 1, Datong Rond, Xizhi District New Taipei City, Taiwan 22100 Dear Sirs, LETTER OF CONTINUING FINANCIAL SUPPORT I, as the shareholder of Nocera Inc., hereby undertake to provide the continuing financial suppor |
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| April 21, 2026 |
NOCERA INC. INSIDER TRADING POLICY Exhibit 19.1 NOCERA INC. INSIDER TRADING POLICY Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Nocera Inc., a Nevada corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (“Board”) has adopted this |
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| April 21, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 17, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| April 15, 2026 |
NOCERA INC. INSIDER TRADING POLICY Exhibit 19.1 NOCERA INC. INSIDER TRADING POLICY Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Nocera Inc., a Nevada corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (“Board”) has adopted this |
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| April 15, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41434 NOCERA, INC |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the T |
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| February 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 28, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| February 3, 2026 |
Exhibit 16.1 February 3, 2026 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sirs/Madams, We have read the statement made by Nocera, Inc. on its Form 8-K dated February 3, 2026. We agree with the statement concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Nocera, Inc. contained therein. Very truly yours, En |
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| January 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 25, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 1, 2026 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| December 30, 2025 |
NOCERA, INC. 300,000,000 Shares of Common Stock Nocera, Inc. S-3 PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-291922 NOCERA, INC. 300,000,000 Shares of Common Stock This prospectus relates to the offer and resale, from time to time by the selling stockholder named herein (the “Selling Stockholder”), of up to 300,000,000 shares of common stock, par value $0.001 per share (the “common stock”), of Nocera, Inc., a Nevada corpora |
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| December 30, 2025 |
NOCERA, INC. 45,000,000 Shares of Common Stock S-1 PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-290581 NOCERA, INC. 45,000,000 Shares of Common Stock This prospectus relates to the offer and resale, from time to time by the selling stockholder named herein (the “Selling Stockholder”), of up to 45,000,000 shares of common stock, par value $0.001 per share (the “common stock”), of Nocera, Inc., a Nevada corporation (the “Comp |
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| December 12, 2025 |
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 of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R |
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| December 9, 2025 |
Nocera Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist. New Taipei City Taiwan 221, ROC December 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Juan Grana Re: Nocera Inc. Request for Acceleration Registration Statement on Form S-3 File No. 333-291922 Ladies and Gentlemen: Pursuant to R |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| December 5, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of December 1, 2025 (the “Effective Date”), by and between: LONGWOOL, a société par actions simplifiée (SAS) organized under the laws of France, with its principal place of business at 1-3 Place Martin Levasseur, 93400 Saint-Ouen-sur-Seine, France (the “Company”), and Nocera Inc., a Nevada corpo |
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| December 3, 2025 |
Table of Contents Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. E |
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| December 3, 2025 |
CALCULATION OF FILING FEE TABLES NOCERA, INC. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 NOCERA, INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock, par value |
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| December 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| December 2, 2025 |
Exhibit 10.1 EQUITY TRANSFER AGREEMENT MEIXIN INSTITUTIONAL FOOD DEVELOPMENT CO., LTD. This Equity Transfer Agreement (this "Agreement") is entered into as of December 1 , 2025 (the "Effective Date"), by and between Nocera, Inc . , a Nevada corporation listed on The Nasdaq Capital Market (the "Seller"), and Yinuo Investment Consulting Co . , Limited, a limited company incorporated in Hong Kong and |
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| November 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 N |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| November 3, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [•], 2025, is by and among NOCERA, Inc., a Nevada corporation with offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, ROC (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS |
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| November 3, 2025 |
Exhibit 99.1 For Immediate Release Nocera Secures up to $300 Million Private Placement to Support Digital Asset Strategy and Strategic Acquisitions TAIPEI, TAIWAN / ACCESSWIRE / November 3, 2025 / Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), a company focused on strategic acquisitions and aquaculture operations, announced today that it has entered into a securities purchase agreement w |
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| November 3, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of [•], 2025, is by and among Nocera, Inc., a Nevada corporation with offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, ROC (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buy |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| November 3, 2025 |
Exhibit 10.3 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of October 31, 2025 (this “Agreement”), made by Nocera, Inc., a Nevada corporation, with offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, ROC (the “Company”), and each of the direct and indirect Subsidiaries (as defined below) of the Company, if any, from tim |
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| November 3, 2025 |
Exhibit 10.4 Account Control Agreement This Account Control Agreement (the “Agreement”) is made effective October [●], 2025 among Nocera, Inc., a Nevada corporation (the “Pledgor”), [•] , a Delaware limited liability company (in its capacity as collateral agent for the Buyers (as defined below) in such capacity, together with its successors and assigns in such capacity, the “Secured Party”), BitGo |
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| November 3, 2025 |
[FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE] Exhibit 4.1 [FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE] NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE |
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| October 23, 2025 |
CALCULATION OF FILING FEE TABLES NOCERA, INC. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 NOCERA, INC. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock (1) Other 6,666,667 $ 1.65 $ 11,000,000.60 0.0001381 $ 1,519.10 Total Offering Amounts: |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCERA, INC. (Exact name of registrant as specified in its charter) Nevada 16-1626611 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3F (Building B), No. 185, Sec. 1 , Datong Rd., Xizhi Dist. New Taipei City 22 |
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| September 29, 2025 |
CALCULATION OF FILING FEE TABLES Nocera, Inc. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nocera, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.001 par |
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| September 29, 2025 |
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 of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. E |
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| September 12, 2025 |
X0708 D LIVE 0001756180 NOCERA, INC. 3F (BUILDING B), NO. 185, SEC. 1 DATONG RD., XIZHI DIST. NEW TAIPEI CITY F5 TAIWAN 221 886-910-163-358 NEVADA Grand Smooth Inc. Limited None Corporation true Andy Ching-An Jin 3F (BUILDING B), NO. 185, SEC. 1 DATONG RD., XIZHI DIST. New Taipei City F5 TAIWAN 221 Executive Officer Chief Executive Officer Shun-Chih Chuang 3F (BUILDING B), NO. 185, SEC. 1 DATONG R |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 2, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| September 3, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of September 2, 2025 (the “Effective Date”), by and between Nocera, Inc., a Nevada corporation (the “Company”), and Andrew Teng, an individual (the “Employee”). RECITALS WHEREAS, the Company desires to employ Employee in the role of Asia Director; and WHEREAS, Employee desires to accept such e |
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| September 3, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of September 2, 2025 (the “Effective Date”), by and between Nocera, Inc., a Nevada corporation (the “Company”), and Andy Jin, an individual (the “Employee”). RECITALS WHEREAS, the Company desires to employ Employee in the role of Chief Executive Officer; and WHEREAS, Employee desires to accept |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 29, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| August 29, 2025 |
EXHIBIT 3.1 1 2 NOCERA, INC. FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES b CONVERTIBLE NON-VOTING PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE nevada revised statutes Nocera, Inc., a corporation organized and existing under the Nevada Revised Statutes (the “Corporation”) is authorized to issue 10,000,000 shares of “blank check” preferred stock, par val |
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| August 29, 2025 |
FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2025, is by and among NOCERA, Inc., a Nevada corporation with offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, ROC (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). REC |
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| August 29, 2025 |
FORM of SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 FORM of SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 29, 2025, is by and among Nocera, Inc., a Nevada corporation with offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City, Taiwan 221, ROC (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (indivi |
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| August 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOCERA |
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| July 30, 2025 |
NOCERA, INC. 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist. New Taipei City Taiwan 221, ROC (901) 302-9587 July 30, 2025 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nocera, Inc. Withdrawal of Registration Statement on Form S-3 File No. 333-282749 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Ac |
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| July 28, 2025 |
July 28, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2024 Form 10-Q/A for Fiscal Quarter Eneded March 31, 2025 Response dated June 20, 2025 File No. 001-41434 Dear Shun-Chih Chuang: We have completed our review of your filings. We remind you that the company |
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| July 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 14, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| July 16, 2025 |
Nocera, Inc. Regains Compliance with Nasdaq Minimum Bid Price Deficiency Exhibit 99.1 For Immediate Release Nocera, Inc. Regains Compliance with Nasdaq Minimum Bid Price Deficiency TAIPEI, TAIWAN / ACCESSWIRE / July XX, 2025 / Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), an industry-agnostic, acquisition-focused company, today announced that it received a notification letter (the “Notification Letter”) from the Listing Qualifications Department at The Nasda |
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| July 2, 2025 |
July 2, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, GA 30339 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2024 Form 10-Q/A for Fiscal Quarter Eneded March 31, 2025 Response dated June 20, 2025 File No. 001-41434 Dear Shun-Chih Chuang: We have completed our review of your filings. We remind you that the company and i |
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| June 20, 2025 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 June 20, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Amendment No. 1 to Form 10-K/A for Fiscal Quarter Ended December 31, 2024 Filed June 4, 2025 Response dated June 9, 2025 File No. |
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| June 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| June 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOC |
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| June 10, 2025 |
Stock Purchase Agreement, dated June 5, 2025, by and between Nocera, Inc. and Tachyonext Inc. Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 5th, 2025 (the “Effective Date”), by and between: TACHYONEXT INC., a Delaware corporation (the “Company”, SR# 20250168874), with its principal place of business at 169 Madison Ave, #15118, New York, NY 10016. AND NOCERA, INC., a Nevada corporation (the “Investor”, Nevada Busin |
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| June 10, 2025 |
Exhibit 10.2 股权转让协议 Equity Transfer Agreement 本认购协议(以下称为「本协议」)由下列各方签署: This Subscription Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties: 出让方:贵州铉顺科技有限公司(”出让方」) 注册地址位于:贵州省黔西南州兴义市丰都街道赵家渡村江平大道中段。 出让方代表:Song Yuan Teng Transferor: Gui Zhou Grand Smooth Technology Co., Ltd. (“Transferor”) Registered Address: Mid-section of Jiangping Avenue, Zhaojiadu Village, F |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 5, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| June 9, 2025 |
June 9, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, GA 30339 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2024 Response dated June 4, 2025 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the re |
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| June 5, 2025 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 June 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Amendment No. 1 to Form 10-K for Fiscal Quarter Ended December 31, 2024 Filed May 6, 2025 Response dated May 6, 2025 File No. 001- |
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| June 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| May 21, 2025 |
May 21, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, GA 30339 Re: Nocera, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Response dated May 6, 2025 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the reque |
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| May 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOCER |
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| May 8, 2025 |
Letter from Nasdaq to Nocera, Inc., dated May 7, 2025 Exhibit 99.1 |
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| May 8, 2025 |
Nocera, Inc. Regains Compliance with Nasdaq Filing Requirements Exhibit 99.2 For Immediate Release Nocera, Inc. Regains Compliance with Nasdaq Filing Requirements TAIPEI, TAIWAN / ACCESSWIRE / May 8, 2025 / Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), an industry-agnostic, acquisition-focused company, today announced that it has received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compl |
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| May 8, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| May 6, 2025 |
Financial Support Letter dated January 25, 2025 Exhibit 10.36 MIN-HUAY CHENG LU 15F, N0.464, SEC 3, JIAYUAN RD. SHULIN DIST, NEW TAIPEI CITY, 238655 CHINA REPUBLIC OF Date: 25 January 2025 NOCERA INC. No. 185, Building B, 3rd Floor Section 1, Datong Rond, Xizhi District New Taipei City, Taiwan 22100 Dear Sirs, LETTER OF CONTINUING FINANCIAL SUPPORT I, as the shareholder of Nocera Inc., hereby undertake to provide the continuing financial suppor |
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| May 6, 2025 |
Exhibit 19.1 NOCERA INC. INSIDER TRADING POLICY Dated: March 30, 2025 Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Nocera Inc., a Nevada corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (“Boa |
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| May 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41434 NOCERA, INC |
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| May 6, 2025 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 May 6, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Amendment No. 2 to Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed February 4, 2025 Response dated February 4, 2025 Fil |
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| April 28, 2025 |
Nocera, Inc. Receives Nasdaq Notice Due to Delay in Filing 2024 Annual Report Exhibit 99.1 Nocera, Inc. Receives Nasdaq Notice Due to Delay in Filing 2024 Annual Report Taipei, Taiwan - (April 28, 2025) - Nocera, Inc., a Nevada corporation (NASDAQ: NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced that it received a letter from the N |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 24, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 15, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 3, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the T |
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| February 25, 2025 |
February 25, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Amendment No. 2 to Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed February 4, 2025 Response dated February 4, 2025 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your filing and have the following comments. Please respond t |
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| February 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 2 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FIL |
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| February 4, 2025 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 February 4, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed December 16, 2024 Response dated December 16, 2 |
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| January 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 15, 2025 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| January 6, 2025 |
January 6, 2025 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Amendment No. 1 to Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed December 16, 2024 Response dated December 16, 2024 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your filing and have the following comments. Please respond t |
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| December 16, 2024 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 December 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed November 14, 2024 File No. 001-41434 Dear Ms. Shafique and Mr. Pa |
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| December 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FIL |
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| December 4, 2024 |
December 4, 2024 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Response dated November 20, 2024 Form 10-Q for Fiscal Quarter Ended September 30, 2024 Filed November 14, 2024 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your filings and have the f |
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| November 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| November 20, 2024 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 November 20, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Filed October 7, 2024 File No. 001-41434 Dear Ms. Shafique and Mr. Pavot: |
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| November 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 2) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE N |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 N |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 25, 2024 |
October 25, 2024 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Form 10-K/A for Fiscal Year Ended December 31, 2023 Filed October 7, 2024 File No. 001-41434 Dear Shun-Chih Chuang: We have reviewed your October 7, 2024 response to our comment letter and amended 10-K filing for the period ending December 31, 2023 |
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| October 21, 2024 |
As filed with the Securities and Exchange Commission on October 21, 2024 Table of Contents As filed with the Securities and Exchange Commission on October 21, 2024 Registration No. |
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| October 21, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Nocera, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity |
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| October 16, 2024 |
Letter from Centurion ZD CPA & Co. regarding change in certifying accountant Exhibit 16.1 October 16, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated October 16, 2024 by Nocera, Inc. and are in agreement with the statements contained therein as it regards to our firm. We have no basis to agree or disagree with the other statements of the registrant contained in Item 4.01. Sincere |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 10, 2024 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| October 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE N |
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| October 7, 2024 |
Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 October 7, 2024 VIA EDGAR Tayyaba Shafique Al Pavot Office of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Nocera, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Filed April 1, 2024 File No. 001-41434 Dear Ms. Shafique and Ms. Pavot: On behalf of Nocera, Inc. (t |
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| October 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| September 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 17, 2024 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 27, 2024 |
August 27, 2024 Shun-Chih Chuang Chief Financial Officer Nocera, Inc. 2030 Powers Ferry Road SE Suite No. 212 Atlanta, Georgia 30339 Re: Nocera, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Filed April 1, 2024 File No. 001-41434 Dear Shun-Chih Chuang: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please resp |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOCERA |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 000-41434 NOCER |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2024 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| April 16, 2024 |
Exhibit 10.1 股权购买协议 Equity Purchase Agreement 受让方： 贵州铉顺科技有限公司 (以下简称为甲方) 住所地： 贵州省黔西南州兴义市丰都街道赵家渡村江平大道中段 法定代表人： 邓淞元 Transferee: Gui Zhou Grand Smooth Technology Co., Ltd. (hereinafter referred to as Party A) Domicile: Middle Section of Jiangping Avenue, Zhaojiadu Village, Fengdu Street, Xingyi City, Qianxinan Prefecture, Guizhou Province Legal Representative: Song-Yuan Teng 转让方： 张玲俐 (以下简称为乙方) 身份证号码： |
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| April 16, 2024 |
Nocera, Inc. Acquires Hangzhou SY Culture Media Co. Ltd., a Douyin Livestreaming e-Commerce Company Exhibit 99.1 Nocera, Inc. Acquires Hangzhou SY Culture Media Co. Ltd., a Douyin Livestreaming e-Commerce Company TAIPEI, TAIWAN / ACCESSWIRE / April 16, 2024 / Nocera, Inc. (NASDAQ:NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced that it has acquired the D |
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| April 1, 2024 |
List of Subsidiaries of Nocera, Inc. Exhibit 21.1 List of Subsidiaries of Nocera, Inc. Name of Subsidiary Jurisdiction of Organization Grand Smooth Inc Limited Hong Kong Guizhou Grand Smooth Technology Ltd. (100% subsidiary of Grand Smooth Inc Limited) China Shanghai Nocera Culture Co., Ltd. (100% subsidiary of Grand Smooth Inc Limited) China Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (Variable interest entity of Sha |
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| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41434 NOCERA, INC |
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| April 1, 2024 |
Employment Agreement dated as of January 5, 2024, by and between Nocera, Inc. and Feng-Hua Chen Exhibit 10.30 Employment Agreement THIS AGREEMENT is made and entered into this 5th day of January 2024 (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and Feng-Hua (Howard) Chen (“Chief Operating Officer a/k/a Employee”). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general cor |
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| April 1, 2024 |
Exhibit 97.1 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF NOCERA, INC. November 29, 2023 The undersigned, constituting all of the members of the Board of Directors (the “Board”) of Nocera, Inc., a Nevada corporation (the “Corporation”), in lieu of a meeting of the Board and pursuant to the authority of Section 78.315 of the Nevada Revised Statutes and the Amended and Restated Bylaws of t |
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| February 6, 2024 |
Equity Interest Pledge Agreement Exhibit 10.4 股权质押协议 Equity Pledge Agreement 本股权质押协议（下称“本协议”）由下列各方于2024年 1 月 31 日在中国上海市签订： This Equity Pledge Agreement (“Agreement”) is made and entered into in Shanghai, China (PRC) on January 31, 2024 by and among the following Parties: 1. 上海诺斯拉文化有限公司 （以下称为“质权人”） 注册地 ：上海市奉贤区平庄西路1599号 Shanghai Nocera Culture Co., Ltd.（hereinafter referred to as the “Pledgee”） Registered Address: No. 1599, Pingzhu |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 31, 2024 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| February 6, 2024 |
Exhibit 10.1 可变利益实体购买协议 Variable Interest Entity Purchase Agreement 立约人 Parties 本可变利益实体购买协议（以下简称“协议”），签订日期为2024年 1月 31日，由 上海诺斯拉文化有限公司 （“购买方”）与 宗辉 （“卖方”）签订。 This VARIABLE INTEREST ENTITY PURCHASE AGREEMENT (Agreement), dated 2024, is made by between Shanghai Nocera Culture Co., Ltd. (“Purchaser”) and Zong Hui (“Seller”). 鉴于本协议中的相互承诺和约定，双方同意购买可变利益实体的控制权，并按下述条款和条件进行。 In consideration of the mutual pr |
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| February 6, 2024 |
Equity Interest Pledge Agreement Exhibit 10.5 独家购买权协议 Exclusive Call Option Agreement 本独家购买权协议（下称“本协议”）由下列各方于2024 年 1 月 31 日 在中国上海市签订： This Exclusive Call Option Agreement (“Agreement”) is made and entered into in Shanghai, China (P.R.C) on January 31, 2024 by and among the following Parties: 1. 宗辉 （以下称为“股东”） 住所： 上海市浦东新区永泰路136弄25号402室 Zong Hui （hereinafter referred to as the “Existing Shareholder”） Domicile: Room 402, No. 25, Lan |
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| February 6, 2024 |
Exclusive Business Cooperation Agreement Exhibit 10.3 独家业务合作协议 Exclusive Business Cooperation Agreement 本独家业务合作协议（下称“本协议”）由下列各方于2024年 1 月 31 日在中国上海市签订： This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into in Shanghai, China (PRC) on January 31, 2024 by and among the following Parties: 1. 上海诺斯拉文化有限公司 （以下称为“WFOE”）： 注册地 ：上海市奉贤区平庄西路1599号 Shanghai Nocera Culture Co., Ltd. （hereinafter referred to as “WFOE”） Reg |
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| February 6, 2024 |
Exhibit 99.1 Nocera, Inc. Completes Strategic Acquisition, Partnering with Zhejiang Xinca Mutual Entertainment Culture Media to Cultivate the Global E-Commerce Market TAIPEI, TAIWAN / ACCESSWIRE / February 6, 2024 / Nocera, Inc. (NASDAQ:NCRA) ("Nocera" or the “Company"), a fully integrated sustainable aquaculture company focused on the manufacturing and operation of land-based Recirculating Aquacu |
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| February 6, 2024 |
Voting Rights Proxy Agreement & Power of Attorney Exhibit 10.2 投票权代理协议 Voting Rights Proxy Agreement 本投票权代理协议（下称“本协议”）由下列各方于2024年 1 月 31 日在 中国上海市签订： This Voting Rights Proxy Agreement (“Agreement”) is made and entered into in Shanghai, China on January 31, 2024 by and among the following Parties: 1. 宗辉 （以下称为“股东”） 住所： 上海市浦东新区永泰路136弄25号402室 Zong Hui （hereinafter referred to as the “Existing Shareholder”） Domicile: Room 402, No. 25, Lane 136, Yongta |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 4, 2024 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| January 10, 2024 |
Exhibit 99.1 Nocera, Inc. Announces Senior Leadership Change Chief Operating Officer, Hong-Wen (Howard) Ruan, Retires and Feng-Hua (Howard) Chen Appointed as New Chief Operating Officer TAIPEI, TAIWAN / ACCESSWIRE / January 9, 2024 / Nocera, Inc. (NASDAQ:NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculator |
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| January 10, 2024 |
Exhibit 10.1 Employment Agreement THIS AGREEMENT is made and entered into this 5th day of January 2024 (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and Feng-Hua (Howard) Chen (“Chief Operating Officer a/k/a Employee”). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corp |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 15, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| December 12, 2023 |
United States securities and exchange commission logo December 12, 2023 Andy Jin CEO NOCERA, INC. |
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| November 21, 2023 |
United States securities and exchange commission logo November 21, 2023 Andy Jin CEO NOCERA, INC. |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 N |
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| November 1, 2023 |
Nocera Appoints Yiwen Zhang and Song-Yuan Teng to the Board of Directors Exhibit 99.1 Nocera Appoints Yiwen Zhang and Song-Yuan Teng to the Board of Directors TAIPEI, TAIWAN / ACCESSWIRE / November 1, 2023 / Nocera, Inc. (NASDAQ:NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced that on October 27, 2023 the Company elected Yiwen |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| October 31, 2023 |
United States securities and exchange commission logo October 31, 2023 Andy Jin CEO NOCERA, INC. |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ցց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41434 NOCERA, INC. (Exact name of |
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| October 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE N |
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| October 27, 2023 |
NOCERA, INC. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221 Taiwan (R.O.C.) October 27, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski, Al Pavot and Terence O’ Brien Re: Form 10-K/A2 for the year ended December 31, 2022 filed on September 6, 2023 a |
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| October 24, 2023 |
United States securities and exchange commission logo October 24, 2023 Andy Jin CEO NOCERA, INC. |
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| October 3, 2023 |
United States securities and exchange commission logo October 3, 2023 Andy Jin CEO NOCERA, INC. |
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| September 20, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 7, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commi |
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| September 20, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On September 7, 2022, we entered into a series of contractual agreements (collectively, the “Meixin VIE Agreements”) with the majority stockholder (the “Selling Stockholder”) of Meixin Institutional Food Development Co. |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| September 6, 2023 |
NOCERA, INC. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221 Taiwan (R.O.C.) September 6, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski, Al Pavot and Terence O’ Brien Re: Form 10-K/A for the year ended December 31, 2022 filed July 10, 2023 File No. |
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| September 6, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| August 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 NOCERA |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period End |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| August 4, 2023 |
Employment Agreement dated as of July 31, 2023, by and between Nocera, Inc. and Andy Jin Exhibit 10.1 Employment Agreement THIS AGREEMENT is made and entered into this 31st day of July 2023, (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and Andy Jin (“Chief Executive Officer a/k/a Employee”). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate managemen |
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| August 3, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| August 2, 2023 |
United States securities and exchange commission logo August 2, 2023 Jeff Cheng President NOCERA, INC. |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 27, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 8, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| July 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 0 |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SPDSCL-HFCAA-GOV NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City Taiwan 221, ROC (Address of princ |
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| July 10, 2023 |
NOCERA, INC. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221 Taiwan (R.O.C.) July 10, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Gowetski, Al Pavot and Terence O’ Brien Re: Form 10-K for the year ended December 31, 2022 filed March 31, 2023 File No. 001- |
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| June 7, 2023 |
Exhibit 10.1 Xin Shui Hu Shares Purchase Agreement Gui Zhou Grand Smooth Technology Ltd. (hereafter referred as “Party A”) will purchase 100% Stock of Zhe Jiang Xin Shui Hu Digital Information, Ltd. (hereafter referred as “Party B”), the parties hereby agree to enter the following terms for both parties to abide by (hereafter referred as “Contract”): 1 Content i. Party A shall purchase 100% Stock |
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| June 7, 2023 |
Acquisition of Chinese Digital Information Company to Enter Douyin Exhibit 99.1 Acquisition of Chinese Digital Information Company to Enter Douyin (Chinese Tiktok) Live Sales Market TAIPEI, TAIWAN / ACCESSWIRE / June 7, 2023 / Nocera, Inc. (NASDAQ:NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced its acquisition of 100% of |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission |
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| June 6, 2023 |
Form of Class C Warrant of Nocera, Inc. Exhibit 4.1 [FORM OF GLOBAL CERTIFICATE] THIS GLOBAL CERTIFICATE SHALL REPRESENT THE TERMS, AND CONDITIONS OF THE WARRANT. THE WARRANT(S) SHALL BE ISSUED IN “BOOK ENTRY” FORMAT TO THE RESPECTIVE WARRANT HOLDERS. THE WARRANT AGENT FOR THE COMPANY SHALL BE RESPONSIBLE FOR MAINTAINING A LIST OF ALL REGISTERED WARRANT HOLDERS. Class C Warrant to Purchase Shares of Common Stock Dated: {Issuance Date} N |
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| June 6, 2023 |
Exhibit 10.1 Xin Shui Hu Shares Purchase Agreement Gui Zhou Grand Smooth Technology Ltd. (hereafter referred as “Party A”) will purchase 100% Stock of Zhe Jiang Xin Shui Hu Digital Information, Ltd. (hereafter referred as “Party B”), the parties hereby agree to enter the following terms for both parties to abide by (hereafter referred as “Contract”): 1 Content i. Party A shall purchase 100% Stock |
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| June 6, 2023 |
Exhibit 99.1 Acquisition of Chinese Digital Information Company to Enter Douyin (Chinese Tiktok) Live Sales Market TAIPEI, TAIWAN / ACCESSWIRE / June 1, 2023 / Nocera, Inc. (NASDAQ:NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced its acquisition of 100% of |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E |
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| June 5, 2023 |
United States securities and exchange commission logo June 5, 2023 Jeff Cheng President NOCERA, INC. |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 000-55993 NOCER |
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| March 31, 2023 |
List of Subsidiaries of Nocera, Inc. Exhibit 21.1 List of Subsidiaries of Nocera, Inc. Name of Subsidiary Jurisdiction of Organization Grand Smooth Inc Limited Hong Kong Guizhou Grand Smooth Technology Ltd. (100% subsidiary of Grand Smooth Inc Limited) China Meixin Institutional Food Development Co., Ltd. (Variable interest entity of Nocera, Inc.) Taiwan |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41434 NOCERA, INC |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 16, 2023 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| February 23, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE February 23, 2023 Nocera, Inc. Purchases 229 Acres of Agricultural Land in Montgomery, Alabama Company Prepares To Construct Its First U.S. Large Scale Fish Farm Taipei, Taiwan - February 23, 2023 - Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), a leading food production company focusing primarily on manufacturing and operating land-based Recirculatory |
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| December 2, 2022 |
Exhibit 10.1 PURCHASE OF BUSINESS AGREEMENT THIS PURCHASE OF BUSINESS AGREEMENT (the "Agreement") made and entered into this 30th day of November, 2022 (the "Execution Date?), BETWEEN: Nocera, Inc. of 3F., No. 185, Sec 1, Datong Rd., Xizhi Dist., New Taipei City 221451, Taiwan (R.O.C.) (the ?Seller?) OF THE FIRST PART and Han-Chieh Shih of 7F., No. 262 Zhong Zheng Rd., Xizhi Dist., New Taipei City |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 30, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| November 18, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 001-41434 N |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 001-41434 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| November 14, 2022 |
NT 10-Q 1 noceraext.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q |
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| November 1, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| September 30, 2022 |
Nocera, Inc. Enters Agreement to Acquire 51% Controlling Interest in iTake Inc. in Taiwan Exhibit 99.1 Nocera, Inc. Enters Agreement to Acquire 51% Controlling Interest in iTake Inc. in Taiwan PUBLISHED SEP 29, 2022 10:00AM EDT Acquisition Expected to Increase Current Revenues by up to $3 Million with Potentially $1 Million Gross Profit TAIPEI, TAIWAN / ACCESSWIRE / September 29, 2022 / Nocera, Inc. (NASDAQ: NCRA) ("Nocera" or the "Company"), a fully integrated sustainable seafood comp |
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| September 30, 2022 |
EX-10.2 3 noceraex1002.htm FARMERS VENDING CO. LTD. PURCHASE AGREEMENT Exhibit 10.2 FARMERS VENDING CO. LTD. PURCHASE AGREEMENT This Purchase Agreement, dated September 26, 2022, is made between Yin-Chieh Cheng of Nocera, Inc. (“Seller”) and Chun-Chih Cheng of Farmer Vending Machine Co. Ltd. (“Purchaser”) In consideration of the mutual promises and covenants in this Agreement, the Purchaser agrees |
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| September 30, 2022 |
Exhibit 10.1 VARIABLE INTEREST ENTITY PURCHASE AGREEMENT This VARIABLE INTEREST ENTITY PURCHASE AGREEMENT (Agreement), dated September 26, 2022, is made by between Yin-Chieh Cheng of Nocera (?Purchaser?), Inc. and Han-Chieh Shih of iTake Inc. (?Seller?) In consideration of the mutual promises and covenants in this Agreement, the Parties agree to the Purchase of controlling interest of a Variable I |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 26, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 23, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) |
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| September 13, 2022 |
Real Estate Purchase Agreement, dated September 8, 2022 Exhibit 10.1 REAL ESTATE SALES CONTRACT THIS AGREEMENT made this 8th day of September 2022 by and between (hereinafter referred to as ?Seller?), and Nocera, Inc. (hereinafter referred to as ?Purchaser?). l. PURCHASE AND SALE: Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the real estate consisting of 229 acres +/- located in Montgomery County, Alabam |
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| September 13, 2022 |
EX-99.1 3 noceraex9901.htm PRESS RELEASE Exhibit 99.1 Nocera, Inc. Enters Agreement to Purchase 229 Acres of Agricultural Land for US Land Based Fish Farms in Montgomery, Alabama Acquisition Expected to Increase Current Revenues by up to $10 Million With Potentially $7 Million Gross Profit Taipei, Taiwan, Sept. 12, 2022 (Accesswire) -Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), a fully |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 8, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| September 12, 2022 |
NOCERA, INC. ACQUIRES 80% CONTROLLING INTEREST IN MEIXIN INSTITUTIONAL FOOD DEVELOPMENT CO. LTD. EX-99.1 7 noceraex9901.htm PRESS RELEASE Exhibit 99.1 NOCERA, INC. ACQUIRES 80% CONTROLLING INTEREST IN MEIXIN INSTITUTIONAL FOOD DEVELOPMENT CO. LTD. Taipei, Taiwan, September 8, 2022 (Accesswire) - Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS), toda |
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| September 12, 2022 |
EX-10.3 4 noceraex1003.htm EXCLUSIVE BUSINESS COOPERATION AGREEMENT Exhibit 10.3 獨家業務合作協議 Exclusive Business Cooperation Agreement 本獨家業務合作協議（下稱“本協議”)由下列各方於2022年9月7日在中華民國新北市簽訂： This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7, 2022 by and among the following Parties: 1. Nocera, Inc （以下稱為“NOCERA”）： 註冊地：中華民國新北市汐止區大同 |
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| September 12, 2022 |
Exhibit 10.5 ??????? Exclusive Call Option Agreement ????????????????)??????2022?9?7???????????? This Exclusive Call Option Agreement (?Agreement?) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7, 2022 by and among the following Parties: 1. ??? ?????????? Shih, Han-Chieh ?hereinafter referred to as the ?Existing Shareholder?? 2. Nocera, Inc ??????NOCERA??? ?????????????? |
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| September 12, 2022 |
EX-10.1 2 noceraex1001.htm VARIABLE INTEREST ENTITY Exhibit 10.1 Variable Interest Entity Purchase Agreement Nocera, Inc. (hereafter referred as “Party A”) will purchase 80% controlling interest of Meixin Institutional Food Development Co., Ltd. owned by Shih, Han-Chieh (hereafter referred as “Party B”) through Variable Interest Entity agreements see exhibit A, the parties hereby agree to enter in |
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| September 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 7, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| September 12, 2022 |
Exhibit 10.2 ??????? Voting Rights Proxy Agreement ????????????????)??????2022?9?7???????????? This Voting Rights Proxy Agreement (?Agreement?) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7 , 2022 by and among the following Parties: 1. ??? ?????????? Shih, Han-Chieh ?hereinafter referred to as the ?Existing Shareholder?? 2. Nocera, Inc. ??????NOCERA??? ???????????????? |
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| September 12, 2022 |
EX-10.4 5 noceraex1004.htm EQUITY PLEDGE AGREEMENT Exhibit 10.4 股權質押協議 Equity Pledge Agreement 本股權質押協議（下稱“本協議”)由下列各方于2022年9月7日在中華民國新北市簽訂： This Equity Pledge Agreement (“Agreement”) is made and entered into in New Taipei City, Taiwan (R.O.C) on September 7, 2022 by and among the following Parties: 1. Nocera, Inc. （以下稱為“質權人”） 註册地：中華民國新北市汐止區大同路一段185號3樓 Nocera, Inc. （hereinafter referred to as the “Pl |
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| September 1, 2022 |
Employment Agreement, dated September 1, 2022, between Nocera, Inc. and Mr. Hong-Wen Ruan Exhibit 10.1 Employment Agreement THIS AGREEMENT is made and entered into this 1st day of September 2022, (the ?Effective Date?) between Nocera, Inc., a Nevada corporation (the ?Company?), and Ruan Hong Wen (?Chief Operating Officer a/k/a Employee?). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate |
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| September 1, 2022 |
Changes in Control of Registrant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 31, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| August 16, 2022 |
Form of Representative Warrant, dated August 15, 2022 EX-4.2 3 noceraex0402.htm FORM OF REPRESENTATIVE WARRANT Exhibit 4.2 REPRESENTATIVE WARRANT NOCERA, INC. Warrant Shares: 94,000 Issue Date: August 15, 2022 Initial Exercise Date: February 11, 2023 THIS REPRESENTATIVE WARRANT (the “Warrant”) certifies that for value received, Spartan Capital Securities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on |
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| August 16, 2022 |
NOCERA ANNOUNCES PRICING OF $6.58 MILLION PUBLIC OFFERING, NASDAQ LISTING AND REVERSE STOCK SPLIT EX-99.1 5 noceraex9901.htm PRESS RELEASE Exhibit 99.1 NOCERA ANNOUNCES PRICING OF $6.58 MILLION PUBLIC OFFERING, NASDAQ LISTING AND REVERSE STOCK SPLIT Taipei City, Taiwan, August 10, 2022 (GLOBE NEWSWIRE) - Nocera, Inc. (OTC: NCRA; NASDAQ: NCRA) (“Nocera” or “the Company”), a fully integrated sustainable seafood company with a focus on manufacturing and operating land-based Recirculatory Aquacult |
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| August 16, 2022 |
Exhibit 10.1 WARRANT AGENCY AGREEMENT This WARRANT AGENCY AGREEMENT (this ?Warrant Agreement?) is dated as of August 11, 2022 between Nocera, Inc., a Nevada corporation (the ?Company?), and Mountain Share Transfer, LLC., a Georgia limited liability company (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated August 10, 2022, |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 10, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| August 16, 2022 |
Nocera, Inc. Announces Closing of $6.58 Million Underwritten Public Offering EX-99.2 6 noceraex9902.htm PRESS RELEASE Exhibit 99.2 Nocera, Inc. Announces Closing of $6.58 Million Underwritten Public Offering Taipei City, Taiwan, August 15, 2022 (GLOBE NEWSWIRE) - Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or “the Company”), a fully integrated sustainable seafood company with a focus on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS), today announc |
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| August 16, 2022 |
Underwriting Agreement, dated August 10, 2022 EX-1.1 2 noceraex0101.htm UNDERWRITING AGREEMENT, DATED AUGUST 10, 2022 Exhibit 1.1 NOCERA, INC. UNDERWRITING AGREEMENT 1,880,000 Firm Units August 10, 2022 SPARTAN CAPITAL SECURITIES, LLC REVERE SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Nocera, |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 000-55993 NOCERA |
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| August 11, 2022 |
424B4 1 cm0150424b4.htm FORM 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-264059 NOCERA, INC. 1,880,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase Two Shares of Common Stock We are offering 1,880,000 units, each unit consisting of one share of the Company’s common stock, $0.001 par value per share and one warrant to purchase two shares of common s |
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| August 8, 2022 |
August 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333-264059 Dear Mr. Howes: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), we, as representatives of the underwriters of the |
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| August 8, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan August 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: Pursuant |
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| July 28, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan July 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Withdrawal of Acceleration Request Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: |
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| July 28, 2022 |
July 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333-264059 Dear Mr. Howes: Reference is made to our letter, dated July 25, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 |
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| July 27, 2022 | ||
| July 25, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan July 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: Pursuant |
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| July 25, 2022 |
July 25, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333- 264059 Dear Mr. Howes: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters of the |
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| July 20, 2022 |
As filed with the Securities and Exchange Commission on July 20, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 20, 2022 Registration No. |
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| July 20, 2022 |
Exhibit 4.7 WARRANT AGENCY AGREEMENT This WARRANT AGENCY AGREEMENT (this ?Warrant Agreement?) is dated as of July , 2022 between Nocera, Inc., a Nevada corporation (the ?Company?), and Mountain Share Transfer, Inc., a Georgia corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated July , 2022, by and between the Com |
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| July 20, 2022 |
Exhibit 4.1 |
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| July 20, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) NOCERA, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Other Units, each consisting of |
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| July 6, 2022 |
CORRESP 1 filename1.htm July 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333-264059 Dear Mr. Howes: Reference is made to our letter, dated July 1, 2022, in which we requested the acceleration of the effective date of the above-referenced Registrati |
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| July 6, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan July 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Withdrawal of Acceleration Request Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: |
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| July 1, 2022 |
July 1, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333- 264059 Dear Mr. Howes: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), we, as representatives of the underwriters of the p |
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| July 1, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan July 1, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: Pursuant t |
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| June 29, 2022 |
CORRESP 1 filename1.htm June 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333-264059 Dear Mr. Howes: Reference is made to our letter, dated June 28, 2022, in which we requested the acceleration of the effective date of the above-referenced Registra |
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| June 29, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan June 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Withdrawal of Acceleration Request Registration Statement on Form S-1, as amended File No. 333-264059 Ladies and Gentlemen: |
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| June 28, 2022 |
CORRESP 1 filename1.htm June 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tyler Howes Re: Nocera, Inc. Registration Statement on Form S-1, as amended File No. 333- 264059 Dear Mr. Howes: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of |
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| June 28, 2022 |
Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan CORRESP 1 filename1.htm Nocera, Inc. 3F (Building B), No. 185, Sec. 1, Datong Rd. Xizhi Dist., New Taipei City 221, Taiwan June 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Nocera, Inc. Request for Acceleration Registration Statement on Form S-1, as amended File No. 333-264059 Ladies |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nocera, Inc. (Exact name of registrant as specified in its charter) Nevada 16-1626611 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 3F (Building B), No. 185, S |
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| May 19, 2022 |
As filed with the Securities and Exchange Commission on May 19, 2022 Table of Contents As filed with the Securities and Exchange Commission on May 19, 2022 Registration No. |
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| May 19, 2022 |
EX-FILING FEES 6 noceraex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Nocera, Inc. (Exact Name of Registrant as Specified in its Charter) Table: Newly Registered Securities Security Type and Security Class Title (1) Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price (2)(3) Fee Rate Amount of Registration Fee Units, eac |
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| May 19, 2022 |
Form of Warrant Underlying the Units EX-4.6 3 noceraex0406.htm FORM OF WARRANT UNDERLYING THE UNITS Exhibit 4.6 COMMON STOCK PURCHASE WARRANT NOCERA, INC. Warrant Shares: Initial Exercise Date: [•], 2022 Expiration Date: [•], 2027 CUSIP: 655186 138 ISIN: US6551861387 THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitat |
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| May 19, 2022 |
CORRESP 1 filename1.htm May 19, 2022 VIA EDGAR CORREPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mr. Tyler Howes and Ms. Dorrie Yale Re: Nocera, Inc. Registration Statement on Form S-1 Submitted April 1, 2022 CIK No. 0001756180 Dear Mr. Howes and Ms. Yale: On behalf of our client, Nocera, I |
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| May 19, 2022 |
Form of Underwriting Agreement EX-1.1 2 noceraex0101.htm UNDERWRITING AGREEMENT Exhibit 1.1 NOCERA, INC. UNDERWRITING AGREEMENT [●] Firm Units , 2022 SPARTAN CAPITAL SECURITIES, LLC REVERE SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Nocera, Inc., a Nevada corporation (the “Comp |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO.: 000-55993 NOCER |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement NOCERA, INC. (Name of Registrant as Specified in |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement NOCERA, INC. (Name of Registrant as Specified in |
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| April 8, 2022 |
United States securities and exchange commission logo April 8, 2022 Yin-Chieh Cheng President and Chief Executive Officer Nocera, Inc. |
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| April 1, 2022 |
EX-FILING FEES 14 noceraex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nocera, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type and Security Class Title (1) Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price (2)(3) Fee Rate Amount of Registration Fee Units, |
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| April 1, 2022 |
Exhibit 4.4 [FORM OF GLOBAL CERTIFICATE] THIS GLOBAL CERTIFICATE SHALL REPRESENT THE TERMS, AND CONDITIONS OF THE WARRANT. THE WARRANT(S) SHALL BE ISSUED IN ?BOOK ENTRY? FORMAT TO THE RESPECTIVE WARRANT HOLDERS. THE WARRANT AGENT FOR THE COMPANY SHALL BE RESPONSIBLE FOR MAINTAINING A LIST OF ALL REGISTERED WARRANT HOLDERS. Class C Warrant to Purchase Shares of Common Stock Dated: {Issuance Date} N |
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| April 1, 2022 |
Form of Warrant Underlying the Units EX-4.6 7 noceraex0406.htm FORM OF WARRANT UNDERLYING THE UNITS Exhibit 4.6 Form of Warrant Certificate COMMON STOCK PURCHASE WARRANT NOCERA, INC. Warrant Shares: [] Initial Exercise Date: [], 2022 THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions |
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| April 1, 2022 |
Form of Representative Warrant Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 1, 2022 |
Form of Underwriting Agreement EX-1.1 2 noceraex0101.htm UNDERWITING AGREEMENT Exhibit 1.1 NOCERA, INC. UNDERWRITING AGREEMENT [●] Firm Units , 2022 SPARTAN CAPITAL SECURITIES, LLC REVERE SECURITIES LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Nocera, Inc., a Nevada corporation (the “Compa |
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| April 1, 2022 |
Nominating and Corporate Governance Committee Charter Exhibit 99.3 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF NOCERA, INC. I. Adoption of Charter The Board of Directors (the ?Board?) of Nocera, Inc., a Nevada corporation (the ?Corporation?) has adopted this Charter of the Nominating and Corporate Governance Committee (this ?Charter?) of the Board (the ?Committee?). II. Organization 1. Committee Structure and Membership. The Committee sh |
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| April 1, 2022 |
Exhibit 4.2 [FORM OF GLOBAL CERTIFICATE] THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (?FEDERAL ACT?) OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OT |
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| April 1, 2022 |
EX-99.1 11 noceraex9901.htm AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER OF NOCERA, INC. I. Purpose The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nocera, Inc., a Nevada corporation (the “Corporation”) in fulfilling its oversight responsibilities with respect to: · the Corporation’s financial statements; · the integrity of |
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| April 1, 2022 |
Compensation Committee Charter Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF NOCERA, INC. I. Adoption of Charter The Board of Directors (the ?Board?) of Nocera, Inc., a Nevada corporation (the ?Corporation?), has adopted this Charter of the Compensation Committee (this ?Charter?) of the Board (the ?Committee?). II. Organization 1. Committee Structure and Membership. The Committee shall consist of at least two (2) directors of |
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| April 1, 2022 |
Exhibit 4.3 [FORM OF GLOBAL CERTIFICATE] THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (?FEDERAL ACT?) OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OT |
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| April 1, 2022 |
April 1, 2022 VIA EDGAR CORREPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mr. Tyler Howes and Ms. Dorrie Yale Re: Nocera, Inc. Draft Registration Statement on Form S-1 Submitted January 25, 2022 CIK No. 0001756180 Dear Mr. Howes and Ms. Yale: On behalf of our client, Nocera, Inc. (the ?Comp |
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| April 1, 2022 |
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 of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Empl |
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| April 1, 2022 |
Exhibit 14.1 NOCERA, INC. CODE OF CONDUCT I. Covered Persons and Purpose This Code of Conduct (this “Code”) for Nocera, Inc., a Nevada corporation (the “Corporation”), applies to the Corporation’s directors, officers, and employees (collectively, the “Covered Persons”) to: · promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between perso |
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| April 1, 2022 |
Exhibit 4.5 [FORM OF GLOBAL CERTIFICATE] THIS GLOBAL CERTIFICATE SHALL REPRESENT THE TERMS, AND CONDITIONS OF THE WARRANT. THE WARRANT(S) SHALL BE ISSUED IN ?BOOK ENTRY? FORMAT TO THE RESPECTIVE WARRANT HOLDERS. THE WARRANT AGENT FOR THE COMPANY SHALL BE RESPONSIBLE FOR MAINTAINING A LIST OF ALL REGISTERED WARRANT HOLDERS. Class D Warrant to Purchase Shares of Common Stock Dated: {Issuance Date} N |
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| March 30, 2022 |
Nocera, Inc. Announces 2021 Financial Results EX-99.1 2 noceraex9901.htm PRESS RELEASE Exhibit 99.1 Nocera, Inc. Announces 2021 Financial Results TAIPEI, Taiwan, March 28, 2022 (GLOBE NEWSWIRE) - Nocera Inc. (OTCMKTS: NCRA) An engineering, procurement, construction (“EPC”) company focused on providing solutions to the aquaculture industry announced today its 2021 Financial Results. · 2021 total revenues of approximately $9.9 million, an incre |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 28, 2022 NOCERA, INC. (Exact name of registrant as specified in charter) Nevada 000-55993 16-1626611 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| March 23, 2022 |
Certificate of Amendment of Articles of Incorporation of the Registrant EX-3.7 4 noceraex0307.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF NOCERA, INC. Exhibit 3.7 Filed in the Office of Secretary of State State Of Nevada Business Number C2733 - 2002 Filing Number 20211620641 Filed On 7/19/2021 12:46:00 PM Number of Pages 12 1 NOCERA, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK 8% CUMULATIVE ANNUAL DIVIDEND AND |
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| March 23, 2022 |
Employment Agreement dated as of August 16, 2019, by and between the Registrant and Hsien-Wen Yu Exhibit 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 16th day of August, 2019, (the "Effective Date") between Nocera, Inc., a Nevada corporation (the ?Company?), and YU, HSIEN-WEN (?Officer a/k/a Employee?). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate management, and |
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| March 23, 2022 |
Consulting Agreement dated as of November 15, 2021, by and between Nocera, Inc. and Shih-Chung Lin Exhibit 10.15 www.nocera.company CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is entered into and made effective as of December 31, 2021 (the ?Effective Date?), by and between NOCERA, INC., a Nevada corporation (the ?Company?), with its principal executive offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan, and SHIH-CHUNG |
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| March 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 000-52103 NOCERA, INC |
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| March 23, 2022 |
Employment Agreement dated as of August 16, 2019, by and between the Registrant and Shun-Chih Chuang Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 16th day of August, 2019, (the "Effective Date") between Nocera, Inc., a Nevada corporation (the ?Company?), and CHUANG, SHUN-CHIH (?Officer a/k/a Employee?). W I T N E S S E T H: WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate management, |
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| March 23, 2022 |
Amended and Restated Articles of Incorporation of the Registrant Exhibit 3.2 Amended & Restated Articles of Incorporation Of Nocera, Inc. The original name of the corporation is Nocera, Inc., and it was originally incorporated on February 1st, 2002. Pursuant to the Nevada Revised Statutes, Title 7, Chapter 78 the Articles of Incorporation of Nocera, Inc. are hereby amended and restated as follows: Article I The name of the corporation is: Nocera, Inc. Article I |
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| March 23, 2022 |
Consulting Agreement dated as of November 15, 2021, by and between Nocera, Inc. and Han-Chieh Shih EX-10.16 7 noceraex1016.htm CONSULTING AGREEMENT DATED AS OF NOVEMBER 15, 2021, BY AND BETWEEN NOCERA, INC. AND HAN-CHIEH SHIH Exhibit 10.16 www.nocera.company CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and made effective as of December 31, 2021 (the “Effective Date”), by and between NOCERA, INC., a Nevada corporation (the “Company”), with its principal execu |
