NCRA 8-K
Nocera, Inc. (NCRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 6, 2026, Nocera, Inc., a Nevada corporation (the “Company”), entered into a letter of intent (the “LOI”) with INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (“INERGX”), regarding the Company’s proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the “Proposed Transaction”).
The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure. Consideration may consist of a combination of cash and shares of the Company’s common stock (the “Common Stock”), in proportions to be agreed upon and set forth in definitive documentation. Any Company securities issued would be valued under a reference-price/VWAP collar mechanism, subject to compliance with Nasdaq listing rules and applicable securities laws.
The LOI contemplates that INERGX will complete the acquisition and integration of two strategic target companies before or at the closing of the Proposed Transaction, and in any event within 90 days after the date of the LOI, unless otherwise agreed. The LOI also provides that valuation assumptions remain preliminary and subject to the Company’s due diligence review and that no valuation, purchase price or other economic term will be final unless and until included in definitive documentation. The Company has a limited right of first refusal during the LOI term with respect to bona fide third-party equity investment proposals covering the equity interests the Company proposes to acquire, if made at a higher valuation.
Consummation of the Proposed Transaction remains subject to, among other things, the satisfactory completion of due diligence, negotiation and execution of a definitive acquisition agreement, receipt of any required board, regulatory, third-party and stockholder approvals, and satisfaction of customary closing conditions. The LOI terminates upon the earliest of: (i) execution of a definitive agreement, (ii) mutual written agreement, (iii) delivery of 30 days’ prior written notice by either party, or (iv) the 90th day after the date of the LOI.
The LOI contains certain binding provisions, but does not obligate either party to consummate the Proposed Transaction unless and until the parties enter into definitive documentation. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including the ability of the parties to negotiate definitive documentation, the results of due diligence, regulatory approvals, market conditions, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.
The foregoing description of the LOI is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2026, the Board of Directors (the “Board”) of the Company approved the filing of a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split was previously approved by the Company’s stockholders at the annual meeting of stockholders held on January 12, 2026, at which stockholders approved an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the exact ratio and timing to be determined by the Board in its discretion.
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The Reverse Stock Split became effective at 4:30 p.m. Eastern Time on July 6, 2026, upon the filing of the Certificate of Change with the Secretary of State of the State of Nevada. The Company’s Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market when the market opened on July 7, 2026, under the Company’s existing ticker symbol “NCRA.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 655186609.
As a result of the Reverse Stock Split, every 30 shares of the Company’s issued and outstanding Common Stock were automatically combined into one share of Common Stock, without any change in the par value per share. Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 46,495,187 shares of Common Stock issued and outstanding, which were reduced to 1,549,956 shares following the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each holder of Common Stock who would otherwise have been entitled to receive a fractional share received a cash payment equal to such fractional share interest multiplied by the closing sale price of the Common Stock on Nasdaq on the last trading day preceding the effective date of the Reverse Stock Split.
In addition, proportionate adjustments were made to (i) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock, (ii) the number of shares of Common Stock issuable upon the vesting of restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans. Cash was paid in lieu of any fractional shares resulting from such adjustments.
The Reverse Stock Split is intended to increase the per share trading price of the Company’s Common Stock in order to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Certificate of Correction, correcting the total number of authorized shares stated in the Certificate of Change to include the Company’s authorized preferred stock, is filed as Exhibit 3.2 hereto and is incorporated herein by reference. The foregoing descriptions of the Certificate of Change and the Certificate of Correction do not purport to be complete and are qualified in their entirety by reference to the full text of Exhibits 3.1 and 3.2.
Item 8.01. Other Events.
On July 2, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On July 8, 2026, the Company issued a press release announcing the execution of the LOI with INERGX. A copy of that press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Change filed with the Secretary of State of the State of Nevada, effective July 6, 2026. | |
| 3.2 | Certificate of Correction filed with the Secretary of State of the State of Nevada, dated July 6, 2026. | |
| 10.1* | Letter of Intent, dated July 6, 2026, by and between Nocera, Inc. and INERGX Energy Optimisation Ltd. | |
| 99.1 | Press Release issued by Nocera, Inc., dated July 2, 2026, announcing the Reverse Stock Split. | |
| 99.2 | Press Release issued by Nocera, Inc., dated July 8, 2026, announcing the Letter of Intent with INERGX Energy Optimisation Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain confidential information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOCERA, INC. | |
| Date: July 8, 2026 | By: /s/ Andy Ching-An Jin |
|
Name: Andy Ching-An Jin Title: Chief Executive Officer |
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Exhibit 3.1
Business Number C2733 - 2002 Filed in the Office of Filing Number 20265878946 Secretary of State State Of Nevada Filed On 7/2/2026 10:00:00 AM Number of Pages 3
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CERTIFICATE OF CHANGE
PURSUANT TO NRS 78.209
NOCERA, INC.
July 6, 2026
The undersigned officer of Nocera, Inc., a Nevada corporation (the "Corporation"), hereby certifies as follows:
1. Current Authorized Shares. The total authorized capital stock of the Corporation consists of 210,000,000 shares: 200,000,000 shares of Common Stock, par value $0.001 per share; 8,000,000 shares of undesignated Preferred Stock, par value $0.001 per share; and 2,000,000 shares of Series A Preferred Stock, par value $0.00I per share. Only the Common Stock is affected by this Certificate of Change.
2. Authorized Shares After the Change. The number of authorized shares of Common Stock after the change is 200,000,000 shares, par value $0.001 per share. No change is made to the authorized shares or par value of any class or series of Preferred Stock.
3. Exchange Ratio. Each thirty (30) issued and outstanding shares of Common Stock shall be combined into one (t) issued and outstanding share of Common Stock.
4. Fractional Shares. No fractional shares of Common Stock will be issued. In lieu thereof, each stockholder who would otherwise be entitled to a fractional share will receive a cash payment equal to such fractional interest multiplied by the closing sale price of the Common Stock on the Nasdaq Capital Market on the last trading day before the effective date. Less than one percent (1%) of the outstanding shares will be affected by such fractional share treatment.
5. Stockholder Approval. The required approval of the stockholders has been obtained. At the annual meeting of stockholders held on January 12, 2026, stockholders approved Proposal No. 4 authorizing the Board of Directors to effect a reverse stock split at a ratio of not less than 1-for- 5 and not greater than 1-for-100. On June 25, 2026, the Board of Directors selected the ratio of I - for-30.
6. Effective Date. This Certificate of Change shall become effective at 4:30 p.m. Eastern Time on July 6, 2026.
[Signature page to follow]
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Change as of the date set forth below.
NOCERA, INC.
By: /s/ Andy Jin
Name: Andy Jin
Title: Chief Executive Officer
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Exhibit 3.2
Business Number C2733 - 2002 Filed in the Office of Filing Number 20265881937 Secretary of State State Of Nevada Filed On 7/6/2026 2:57:00 PM Number of Pages 4
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INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of author iz ed shares and par value , if any, and each class or series before the change . 3. Indicate the number of authorized shares and par value , if any of each class or series after the change. 4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series . 5. Indicate provisions, if any , regarding fractional shares that are affected by the change. 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on wh ich the certificate is filed. 8. Must be signed by an Officer. Form will be returned if unsigned . Name of entity as on file with the Nevada Secretary of State: 1. Entity Information: • •• J j NOCERA, INC . Entity or Nevada Business Identification Number (NVID) : I NV20021220727 I The current number of authorized shares and the par value , if any , of each class or series , if any , of shares before the change : 200,000 , 00 shares of Common Stock , par value $0.001 per share. 10,000,000 shares of Preferred Stock, par value $0.001 per share. 2 . Current Authorized Shares: The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 200 , 000,000 shares of Common Stock , par value $0.001 per share . 10 , 000 , 000 shares of Preferred Stock , par value $0 . 001 per share . 3 . Authorized Shares After Change: The number of shares of each affected class or series , if any , to be issued after the change in exchange for each is sued share of the same class or series : 4. Issuance: The provisions , if any, for the issuance of fract i onal shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fract i on of a share and the percentage of outstanding shares affected thereby : No fractional shares of Common Stock will be issued . 5. Provisions: The required approval of the stockholders has been obtained. .... ......... , , ................ j 6. Provisions: ................. ..... Date : 07/06/2026 Time: 4:30 PM EST ···· - , .... (must not be later than 90 days after the certificate is filed) 7. Effective date and time: (Optional) X And1'. Jin CEO 07/02/2026 Signature of Officer Title Date 8. Signature: (Required) I � 30 p . m . 0 1 - 00 - 2 026 - 1:=u To : NEVADA SOS Page : 4 of 6 2026 - 07 - 06 21:58:15 GMT From : alexander englar, FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Change Pursuant to NRS 78.209 TYPE OR PRINT - USE DARK INK ONLY • DO NOT HIGHLIGHT This form must be accompanied by appropriate fees. If necessary, additional pages may be attached to this form . P age 1 of 1 Revised : 8/1/2023
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CERTIFICATE OF CHANGE
PURSUANT TO NRS 78.209
NOCERA, INC.
July 6, 2026
The undersigned officer of Nocera, Inc., a Nevada corporation (the "Corporation"), hereby certifies as follows:
1. Current Authorized Shares. The total authorized capital stock of the Corporation consists of 210,000,000 shares: 200,000,000 shares of Common Stock, par value $0.001 per share; 8,000,000 shares of undesignated Preferred Stock, par value $0.001 per share; and 2,000,000 shares of Series A Prefe1Ted Stock, par value $0.001 per share. Only the Common Stock is affected by this Certificate of Change.
2. Authorized Shares After the Change. The number of authorized shares of Common Stm.:k after the change is 200,000,000 shares, par value $0.00 l per share. No change: is made to the authorized shares or par value of any class or series of Preferred Stock.
3. Exchange Ratio. Each thirty (30) issued and outstanding shares of Common Stock shall be: combined into one ( l) issued and outstanding share of Common Stock.
4. Fractional Shares. No fractional shares of Common Stock will be issued. In lieu thereof, each stockholder who would otherwise be entitled to a fractional share will receive a cash payment equal to such fractional interest multiplied by the closing sale price of the Common Stock on the Nasdaq Capital Market on the last trading day before the effective date. Less than one percent {l %) of the outstanding shares will be affected by such fractional share treatment.
5. Stockholder Approval. The required approval of the stockholders has been obtained. At the annual meeting of stockholders held on January 12, 2026, stockholders approved Proposal No. 4 authorizing the Board of Directors to effect a reverse stock split at a ratio of not less than l -for- 5 and not greater than 1-for-100. On June 25, 2026, the Board of Directors selected the ratio of 1-for-30.
6. Effective Date. This Certificate of Change shall become effective at 4:30 p.m. Eastern Time on July 6, 2026.
[Signature page to follow]
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Change as of the date set forth below.
NOCERA, INC.
By: /s/ Andy Jin
Name: Andy Jin
Title: Chief Executive Officer
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Exhibit 10.1
Certain information has been omitted from this exhibit because it is both not material and is the type that the Company treats as private or confidential. Omissions are marked as “[***]”.
July 6, 2026
Via E-mail
INERGX Energy Optimisation Ltd
27 Old Gloucester Street,
London, England, WC1N 3AX
Dear Directors:
This letter of intent (this “Letter”) summarizes the principal terms of a proposal being considered by Nocera, Inc., a Nevada corporation (NASDAQ: NCRA) (the “Buyer” or “NCRA”), regarding its proposed acquisition of a non-controlling interest in INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (company number 16189425) (the “Target” or “INERGX”). The Buyer’s proposed acquisition of Target is referred to as the “Transaction” and the Buyer and the Target are referred to collectively as the “Parties.”
| I. | Structure. |
The transaction structure is as follows: the Parties shall enter into a definitive stock purchase or share exchange agreement (the “Acquisition Agreement”) in which NCRA intends to acquire up to nine point nine-nine percent (9.99%) of the issued and outstanding equity interests of INERGX through a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed transaction structure.
The Parties acknowledge that INERGX is concurrently admitting Round 1 founder investors and may, over the coming months, admit other strategic or financial investors, whether in tranches of up to nine point nine-nine percent (9.99%) each in the same structure as described herein, under a private placement, or otherwise. NCRA's 9.99% interest may be maintained through further investment to avoid dilution, and any increase in NCRA's interest above 9.99% shall be subject to the mutual agreement of both Parties, the Aggregate Third-Party Cap (as defined below), applicable law, and the Definitive Documentation (as defined below).
Aggregate Third-Party Cap. Notwithstanding anything to the contrary in this Letter, and irrespective of how any investment is structured or effected (whether by primary issuance, secondary purchase, contribution, recapitalisation, share exchange, conversion, earn-in or otherwise), the aggregate equity interest in INERGX held by NCRA together with all other investors and parties other than INERGX's founders shall not at any time exceed fifty percent (50%) of the issued and outstanding equity interests of INERGX. Accordingly, INERGX's founders shall at all times retain not less than fifty percent (50%) of the issued and outstanding equity interests of INERGX. NCRA's interest, whether held alone or aggregated with such other interests, shall be subject to and count towards this fifty percent (50%) cap.
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The consideration shall consist of a combination of cash and NCRA common stock, in proportions to be mutually agreed by the Parties and set forth in the Definitive Documentation (as defined below). The structure of the Transaction, the execution of the Acquisition Agreement, and the completion of the Transaction are subject to the completion of mutually satisfactory due diligence in the Parties’ respective sole discretion, applicable board and shareholder approvals, the satisfaction of the closing conditions set forth herein, and the execution and delivery of definitive transaction documentation (the “Definitive Documentation”).
| II. | Consideration. |
The parties acknowledge that the proposed transaction contemplates NCRA acquiring up to nine point nine-nine percent (9.99%) of the issued and outstanding equity interests of INERGX. The purchase price may be satisfied through a combination of cash and NCRA common stock, in proportions to be agreed by the Parties. The final structure, valuation, consideration, governance rights, and closing mechanics shall be determined in the Acquisition Agreement following completion of due diligence and satisfaction of the conditions set forth herein. The parties acknowledge that the final purchase price, valuation, share consideration, governance rights, and liquidity arrangements shall be determined following verification of the matters set forth in Section IV(A). [***] and [***] form part of INERGX’s strategic operating group and, although not yet legally owned by INERGX, will be transferred to, merged into, or otherwise formally consolidated with INERGX before or at the closing of the transaction (the “Closing”), and in any event no later than ninety (90) days after the date of this Letter unless otherwise agreed by the Parties in writing. The value of [***] and [***] forms part of the Target and shall be reflected in the total valuation of INERGX assessed prior to Closing.
| 1. | Preliminary Valuation Framework |
The parties acknowledge that INERGX has represented that:
| · | INERGX is currently pursuing an independent valuation analysis; | |
| · | INERGX believes its current enterprise value exceeds $60 million; | |
| · | INERGX believes its enterprise value may increase materially based upon anticipated revenue growth, customer expansion, pipeline conversion, strategic partnerships, and operational execution. |
The parties further acknowledge that all valuation assumptions are preliminary and subject to verification by NCRA through its due diligence investigation and review of third-party valuation analyses.
No valuation, share exchange ratio, purchase price, earn-in calculation, governance structure, or other economic term shall be deemed final until incorporated into definitive transaction documents.
The Closing of NCRA’s acquisition of up to nine point nine-nine percent (9.99%) of the issued and outstanding equity interests of INERGX shall not occur unless and until INERGX has formally completed such acquisitions and integration, with a deadline of ninety (90) days after the execution of this Letter unless otherwise agreed by the Parties in writing.
NCRA shall not use the names [***] or [***] in any press release, public announcement, social media post, investor communication, or other public statement unless and until INERGX has formally completed its acquisition of [***] and [***] and the integration of their assets, except with INERGX’s prior written consent. For the avoidance of doubt, NCRA may refer to INERGX in any public announcement or social media communication it deems necessary, subject to applicable law and the confidentiality provisions of this Letter.
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The parties further acknowledge that [***] and INERGX have an existing commercial relationship, under which [***] provides validation and testing services in respect of battery energy storage technology and is collaborating with INERGX on commercial development, and that INERGX is in the process of acquiring [***] and [***] with the intention of subsequently integrating their respective assets into INERGX.
Notwithstanding the foregoing, the Parties acknowledge that the preliminary valuation set forth herein may be subject to adjustment prior to Closing if certain conditions are met, including material changes in the Target’s financial performance, customer base, contracted revenue, pipeline, or operational metrics as verified during due diligence. Any such adjustment shall be mutually agreed by the Parties and reflected in the Definitive Documentation.
| 2. | Equity Consideration |
The parties anticipate that a portion of the purchase price may be satisfied through the issuance of NCRA common stock and/or other securities.
The final number of securities issued shall be determined pursuant to a mutually agreed valuation methodology and shall be based upon:
| • | Verified historical financial performance; | |
| • | Verified customer contracts; | |
| • | Verified recurring revenue; | |
| • | Verified backlog and pipeline; | |
| • | Verified intellectual property ownership; | |
| • | Independent valuation reports; | |
| • | Formal completion of INERGX’s acquisition of [***] and [***] and the integration of their respective assets into INERGX; | |
| • | Market conditions at closing; and | |
| • | Applicable Nasdaq and securities law requirements. |
Any NCRA securities issued in connection with the Transaction shall be valued at a price per share (the “Consideration Share Price”) equal to the agreed reference value established upon execution of this Letter (the “Reference Price”); provided, that if the twenty (20) trading day volume weighted average price (“VWAP”) of NCRA common stock immediately preceding the Closing is more than ten percent (10%) higher or lower than the Reference Price, the Consideration Share Price shall be adjusted to the applicable upper or lower collar price, as applicable, equal to one hundred ten percent (110%) or ninety percent (90%) of the Reference Price, unless otherwise agreed by the Parties in the Definitive Documentation. Notwithstanding the foregoing, the Consideration Share Price shall in all cases comply with applicable Nasdaq and securities law requirements.
| 3. | Growth Capital Commitment |
The Parties may discuss potential growth capital investment by NCRA in INERGX following Closing.
The amount, timing, and conditions of any capital commitment shall be negotiated in the definitive transaction documents.
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| 4. | Founder Liquidity |
Subject to satisfactory completion of due diligence, financing availability, board approval, and definitive documentation, NCRA may provide a limited secondary liquidity component to certain founders and shareholders of INERGX at closing.
The amount, recipients, and terms of any secondary transaction shall be mutually agreed and documented in the definitive transaction agreements.
| 5. | Performance-Based Earn-In |
The parties anticipate implementing a performance-based earn-in program designed to align the interests of NCRA and INERGX.
The earn-in program may include the issuance of additional equity interests based upon achievement of mutually agreed milestones including:
| · | Energy storage capacity deployed; | |
| · | Megawatts managed or delivered; | |
| · | Revenue growth targets; | |
| · | EBITDA targets; | |
| · | Strategic customer acquisitions; | |
| · | Strategic partnerships; | |
| · | Infrastructure deployment milestones; and | |
| · | Other mutually agreed operational objectives. |
The specific milestones, measurement periods, issuance mechanics, dilution protections, and maximum earn-in amounts shall be set forth in the definitive transaction documents.
| 6. | Exit Rights |
The parties intend to evaluate the inclusion of future liquidity provisions, which may include:
| · | Spin-out rights; | |
| · | Public listing opportunities; | |
| · | Exchange rights; | |
| · | Conversion rights; | |
| · | Put and call rights; and | |
| · | Other liquidity mechanisms. |
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Such provisions shall be negotiated in good faith and incorporated into definitive documentation where appropriate.
| 7. | Governance & Founder Protection |
Any super-voting rights, enhanced voting rights, board control rights, veto rights, founder protections, or change-of-control protections shall be subject to negotiation and approval by both parties and shall not be deemed agreed solely by execution of this Letter of Intent.
The parties acknowledge the importance of preserving operational continuity and management stability. INERGX shall retain control over its own capital-raising and securities-issuance decisions, including the right to issue or procure the issuance of additional INERGX securities, subject to the ROFR and other express limitations set forth in Section VI.
Accordingly, the definitive transaction documents shall include negotiated provisions relating to:
| · | Board representation; | |
| · | Management authority; | |
| · | Voting rights; | |
| · | Reserved matters; | |
| · | Strategic approvals; | |
| · | Founder protections; | |
| · | Change-of-control protections; and | |
| · | Other governance mechanisms intended to protect both NCRA and INERGX shareholders. |
All governance provisions remain subject to negotiation and definitive documentation.
Management, Advisory & Referral Arrangements.
INERGX wishes to ensure that the referring party, Phoenix MGMT & Consulting, continues to manage the acquisition, transition and business expansion going forward for a minimum period of thirty-six (36) months, or until such time as the business is spun off into its own entity. INERGX considers it important that the business expertise in growth, expansion and the capital markets provided by Phoenix MGMT & Consulting continues alongside the business throughout this period.
INERGX also notes that it has a pre-existing relationship with AIVentures GP, a well-known name in INERGX’s industry, who has referred clients to INERGX to help grow the company, and INERGX will continue to assist AIVentures GP in seeking out business growth opportunities. INERGX and AIVentures GP do not currently have any finder’s fee or broker’s fee agreement in place for the referral of business; any such arrangement will be agreed on a case-by-case basis and will be discussed further with NOCERA.
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| III. | Acquisition Agreement. |
The Acquisition Agreement will contain representations and warranties, covenants, conditions to closing, and indemnities customary for a business combination of the nature described herein and not inconsistent with this Letter. As soon as reasonably practicable after the date of this Letter, the Parties will commence negotiation of the Acquisition Agreement relating to the Transaction. The initial draft of the Acquisition Agreement and any ancillary agreements and related schedules thereto will be prepared by the Buyer’s counsel and reviewed by the Target’s counsel. The Parties agree to use commercially reasonable efforts to sign the Acquisition Agreement no later than ninety (90) days after the date of this Letter, subject to extension by mutual written agreement if a PCAOB-compliant audit is required by Nasdaq, the SEC, or other applicable securities or exchange requirements in connection with the Transaction or if the [***] and [***] acquisitions and integration have not been completed by such date. The Parties agree to work on a valuation report for the Target and the Buyer and the Buyer shall be responsible for the fees associated with the preparation of the valuation report. At the signing of the Acquisition Agreement, the Board of Directors of the Buyer and the Target shall each obtain a fairness opinion that the Transaction is fair, from a financial point of view, to the shareholders of the Buyer and the Target, respectively. The execution of the Acquisition Agreement is conditioned on the Buyer’s and the Target’s satisfactory completion of due diligence.
| IV. | Closing Conditions. |
There shall not have occurred any material adverse change in the business, operations, financial condition, customer relationships, contracts, management, or regulatory standing of INERGX prior to closing, other than changes arising solely from the legal transfer, merger, consolidation, or integration of [***] and [***] into INERGX prior to or simultaneous with closing. The consummation of the Transaction will be subject to customary closing conditions for a transaction of this nature, including, but not limited to, the following conditions to the Parties’ obligations at the closing:
| • | Approval of the Transaction by the board of directors of Buyer and Target and any other required constituencies, including the Target’s shareholders. | |
| • | The Parties’ execution and delivery of the Acquisition Agreement and ancillary agreements related thereto. | |
| • | The receipt of all regulatory approvals, tax clearances, and third-party consents on terms satisfactory to the Parties. | |
| • | The Target shall have formally completed the transfer, merger, consolidation, or other integration of [***] and [***] into INERGX, on terms satisfactory to Buyer, before or at Closing and in any event no later than ninety (90) days after the date of this Letter, unless otherwise agreed by the Parties in writing. | |
| • | Approval of the stockholders of the Buyer pursuant to the Listing Rules of The Nasdaq Stock Market LLC, if any. | |
| • | The Target’s delivery of financial statements and related financial information satisfactory to Buyer, including financial statements for fiscal years 2023, 2024, and 2025 and any unaudited year-to-date and interim financial statements as applicable; provided, that a PCAOB-compliant audit shall be required only to the extent required by Nasdaq, the SEC, or other applicable securities or exchange requirements in connection with the Transaction. The Parties acknowledge that, based on Buyer’s acquisition of less than 50.1% of the Target, they do not currently expect a PCAOB-compliant audit to be required; provided, however, that if such audit is required, the cost thereof shall be borne equally by Buyer and the Target. | |
| • | The execution and delivery of a keyperson agreement with INERGX | |
| • | The execution and delivery of a non-compete agreement, with a 24-month maximum term to be mutually agreed or equal to the maximum period permissible under applicable law. | |
| • | Buyer shall have received and approved all information required pursuant to Section IV(A) (Transaction Assumptions and Due Diligence Conditions). |
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| A. | TRANSACTION ASSUMPTIONS AND DUE DILIGENCE CONDITIONS |
The parties acknowledge that the Transaction is expressly contingent upon NCRA's satisfactory completion of due diligence and verification of information provided by INERGX.
Documentation supporting the anticipated $20 million revenue level represented by INERGX, including executed customer agreements, contracted backlog, recognized revenue schedules, and management forecasts.
NCRA shall have the right, in coordination with INERGX management, to review agreements with major customers representing at least seventy-five percent (75%) of INERGX's revenue.
Buyer shall not directly or indirectly solicit business from any customer identified through the due diligence process for a period of twenty-four (24) months following termination of this Letter if the Transaction is not consummated.
Without limiting the foregoing, NCRA's obligations shall be conditioned upon receipt and satisfactory review of the following:
| 1. | Financial Verification |
| • | Financial statements for fiscal years 2023, 2024, and 2025 and any alternative financial statements acceptable to NCRA, including, as applicable, accounts of the Italian operating companies [***] and [***] prepared under Italian accounting standards (Italian GAAP / OIC principles); provided, that a PCAOB-compliant audit shall be required only to the extent required by Nasdaq, the SEC, or other applicable securities or exchange requirements in connection with the Transaction, and, if required, the cost thereof shall be borne equally by Buyer and the Target; | |
| • | Current interim financial statements; | |
| • | Monthly gross revenue and net revenue reports for the preceding thirty-six (36) months; | |
| • | Accounts receivable aging reports; | |
| • | Bank statements reasonably sufficient to verify reported revenue and collections; | |
| • | Historical gross margin information; and | |
| • | Historical EBITDA information, if available. |
| 2. | Customer & Revenue Verification |
| · | Complete customer list; | |
| · | Revenue by customer; | |
| · | Customer concentration analysis; |
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| · | Customer retention metrics; | |
| · | Customer churn metrics; | |
| · | Net Revenue Retention (NRR) and Gross Revenue Retention (GRR), if available; | |
| · | Material customer agreements; and | |
| · | Evidence supporting recurring revenue assumptions. |
| 3. | Pipeline Verification |
| · | Documentation supporting the stated 2.1 GW pipeline; | |
| · | Signed Letters of Intent; | |
| · | Memorandums of Understanding; | |
| · | Strategic partnership agreements; | |
| · | Term sheets; | |
| · | Pipeline reports; | |
| · | Contracted backlog; and | |
| · | Revenue forecasts associated with such opportunities. |
| 4. | Intellectual Property Verification |
| · | Patent registrations; | |
| · | Patent applications; | |
| · | Trademark registrations; | |
| · | Copyrights; | |
| · | Proprietary technology documentation; | |
| · | Software ownership documentation; and | |
| · | Any exclusive technology rights. |
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| 5. | Valuation Verification |
| · | Independent valuation reports; | |
| · | Ernst & Young or any other Big Four valuation firm valuation materials, if available; | |
| · | Prior valuation reports; | |
| · | Investor presentations; | |
| · | Financial models; | |
| · | Capital raise materials; and | |
| · | Any documentation supporting valuation assumptions. |
| 6. | Capital Structure Verification |
| · | Current capitalization table; | |
| · | Warrants; | |
| · | Options; | |
| · | SAFE agreements; | |
| · | Convertible notes; | |
| · | Convertible securities; | |
| · | Earn-out obligations; | |
| · | Equity incentive plans; and | |
| · | Any other instruments that may dilute ownership interests. |
The parties acknowledge that NCRA's determination of satisfactory due diligence shall be made in NCRA’s sole and absolute discretion.
The parties acknowledge that final valuation and consideration shall be determined in a commercially reasonable manner based upon verified historical performance, contracted backlog, customer relationships, pipeline opportunities, intellectual property assets, strategic partnerships, market comparables, and other customary valuation methodologies.
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| V. | Due Diligence. |
As soon as reasonably practicable after the execution of this Letter, the Buyer will commence a detailed due diligence investigation of the Target. The Buyer’s due diligence will include, but will not be limited to, a review of the legal, financial, accounting, tax, environmental, intellectual property, and labor records and agreements of Target, on-site meetings with management, customer calls (in coordination with Target), and other matters that the Buyer’s legal counsel, accountants, tax, or other advisors deem relevant.
The due diligence contemplated by this Letter shall be reciprocal and the Target shall be entitled to conduct, and the Buyer shall reasonably cooperate with and provide full access for, the Target’s own due diligence investigation of the Buyer (NCRA), including the Buyer’s financial condition, capital structure, outstanding and contingent liabilities, litigation, related-party arrangements, and the Buyer’s securities-law standing, Nasdaq listing status and continued-listing compliance. The Target’s obligations under this Letter, and its willingness to proceed to Closing, are conditioned upon the Target’s satisfactory completion of such due diligence on the Buyer in the Target’s sole and absolute discretion.
| a. | From and after the execution of this Letter, the Target will authorize the Buyer’s management to: |
| i. | provide the Buyer’s officers, employees, representatives, and advisors with full access to the records, key employees, advisors, and operations of the Target for the purpose of the Buyer conducting its due diligence investigation; | |
| ii. | provide, or make available to, the Buyer’s officers, employees, representatives, and advisors such information relating to the Target as the Buyer may reasonably request to evaluate and assess the business and assets of the Target in connection with the Transaction; and | |
| iii. | respond to all due diligence inquiries raised by or on behalf of the Buyer in a comprehensive, accurate, and timely manner. |
| VI. | Covenants of Target; Right of First Refusal. |
The Parties acknowledge that NCRA is acquiring only a non-controlling equity interest of up to nine point nine-nine percent (9.99%) in the Target. Accordingly, except for Buyer’s ROFR and change of control consent rights expressly set forth in this Section, the Target shall remain free at all times during the term of this Letter to pursue and enter into investments, joint ventures, partnerships, capital raises, strategic relationships, and other business opportunities with any third parties, including other public companies, without restriction.
| a. | The Target may raise equity or debt financing, enter into joint ventures, strategic partnerships, or commercial relationships, and pursue acquisitions or other buy-and-build activities, including the [***] and [***] acquisitions, in each case without triggering the ROFR or requiring Buyer’s prior written consent, so long as such transaction does not result in a change of control of the Target, prevent the consummation of the Transaction contemplated by this Letter, or otherwise prohibit the Target from issuing up to 9.99% of its outstanding stock to Buyer (each, a “Permitted Raise”). | |
| b. | Buyer shall have a right of first refusal (the “ROFR”) during the term of this Letter solely with respect to any bona fide third-party equity investment proposal to acquire all or any portion of the equity interests in the Target that Buyer proposes to acquire under this Letter, if such proposal is made at a valuation higher than the valuation agreed between Buyer and the Target hereunder. The Target shall provide written notice to Buyer of the material terms of any such bona fide third-party equity investment proposal, following which Buyer shall have fifteen (15) business days to elect to invest on the same or better terms. For the avoidance of doubt, the ROFR shall not apply to any Permitted Raise. |
The Target acknowledges and agrees that neither it, nor its controlling shareholders, directors, or officers, are permitted to own, acquire, or be issued shares in the Buyer that would result in a change of control or trigger a reverse merger, without the prior written consent of the Buyer.
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| VII. | Reserved. |
| VIII. | Termination. |
This Letter will automatically terminate and be of no further force and effect on the earlier of (i) execution of the Acquisition Agreement by the Parties, (ii) mutual written agreement of the Parties, and (iii) either Party’s delivery of thirty (30) days’ prior written notice to the other Party or on the 90th day after the date of this Letter.
Prior to entering into the Acquisition Agreement, the Buyer may terminate negotiations related to the Transaction at any time due to unsatisfactory due diligence on the Target without incurring any liability to the Target in respect of such termination; provided, however, that, in such event, the covenants and obligations of the Target in Section 6 of this Letter shall automatically terminate and be of no further force or effect.
| a. | Notwithstanding Section 8(a), Sections 9, 10, 11, 12, and 13 shall survive the termination of this Letter, and the termination of this Letter shall not affect any rights any Party has with respect to the breach of this Letter by another Party before such termination. Notwithstanding the foregoing, and for the avoidance of doubt, the covenants and obligations of Target in Section 6 of this Letter shall automatically terminate upon the termination of this Letter. |
| IX. | Disclosure. |
This Letter and the discussions between the Parties related to the Transaction will be considered “Confidential Information” as defined in and protected by the Mutual Non-Disclosure Agreement dated [*], 2026, entered into between the Buyer and the Target (the “NDA”). To the extent there are any conflicts or inconsistencies between the NDA and the confidentiality provisions of this Letter, the confidentiality provisions of this Letter shall control. This Letter shall not be disclosed by either Party to any third party, except for their respective legal counsel, consultants, bank, business appraiser, accountants, and other persons who may assist such party in the transactions contemplated by the Letter for any purpose whatsoever without the prior written consent of the other party prior to the closing. If disclosure is required as a result of applicable law, the Parties will cooperate with each other to maintain confidential treatment of the commercial terms and other material provisions of this Letter and such documents to the extent permitted by applicable law. Without limiting the foregoing, the Parties agreed to amend the NDA in order to expressly permit the disclosures by the Target contemplated by the preceding sentence.
| X. | Confidentiality; Non-Use; Non-Solicitation |
In consideration of the Target providing access to proprietary, commercially sensitive, and confidential information, the Buyer agrees that all information obtained during the evaluation of the Transaction shall be used solely for the purpose of evaluating and consummating the Transaction and for no other purpose.
Without limiting the foregoing, neither Buyer nor any of its affiliates, officers, directors, employees, representatives, advisors, financing sources, or related parties shall:
(i) use any Confidential Information to compete with the Target;
(ii) use any Confidential Information to pursue, acquire, solicit, contract with, or otherwise engage any customer, supplier, strategic partner, referral source, acquisition target, vendor, employee, consultant, or business opportunity identified through the due diligence process except in connection with the Transaction;
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(iii) directly or indirectly solicit for employment, hire, engage, recruit, or induce any employee, consultant, advisor, contractor, officer, or director of the Target to terminate or modify their relationship with the Target; or
(iv) directly or indirectly solicit, divert, interfere with, or attempt to influence any customer, supplier, strategic partner, channel partner, referral partner, acquisition target, lender, or investor of the Target.
The obligations contained in this Section shall survive termination of this Letter and shall remain in effect for a period of twenty-four (24) months following such termination.
Upon termination of discussions relating to the Transaction, or upon written request by the Target, Buyer shall promptly return or destroy all Confidential Information, including all copies, analyses, financial models, summaries, notes, reports, customer information, pricing information, contracts, intellectual property materials, and other due diligence materials received from or relating to the Target.
Within ten (10) business days following such request, Buyer shall provide written certification executed by an authorized officer confirming compliance with the foregoing obligations.
| XI. | Expenses. |
Each of the Buyer and the Target will pay their own costs and expenses incurred in connection with the transactions contemplated in this Letter, including all legal, bankers’, and other fees.
Notwithstanding the foregoing, a PCAOB-compliant audit shall be required only to the extent required by Nasdaq, the SEC, or other applicable securities or exchange requirements in connection with the Transaction, and, if required, the cost thereof shall be borne equally by Buyer and the Target.
| XII. | Governing Law; Entire Agreement. |
This Letter will be governed by and construed under the laws of the State of Nevada without regard to any conflicts of laws principles. This Letter constitutes the entire agreement between the Parties, superseding all prior oral or written agreements, understandings, representations, and warranties, and courses of conduct and dealing between the Parties on the subject matter hereof (other than, for the avoidance of doubt, the NDA). No legal suit, action, or proceeding arising out of or relating to this Letter or the transactions contemplated hereby (each, a “Related Proceeding”) may be commenced, prosecuted, or continued in any court other than the courts of the State of Nevada or the federal courts of the United States located in the District of Nevada, which courts (collectively, the “Specified Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the Parties hereby irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The Parties hereby irrevocably waive any objection to the laying of the venue of any Related Proceeding in the Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. It is understood that this Letter does not contain all matters upon which agreement must be reached in order for the proposed transaction to be consummated.
| XIII. | Amendment; Counterparts. |
This Letter may only be modified by mutual consent of the Parties. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement, and shall become effective when signed and delivered by each of the Parties hereto.
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| XIV. | Non-Binding. |
Except with respect to this Section 13 and Sections 6 through 12, each of which are intended to be binding on the Parties, this non-binding letter of intent is intended to serve only as an expression of the Parties’ intent and not as a binding obligation to consummate the Transaction; any such obligation will be created only by Definitive Documentation, the provisions of which will supersede this and all other understandings between the Parties.
[signature page follows]
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If you are in agreement with the terms set forth above, please sign this Letter in the space provided below and return an executed copy to the attention of Andy Jin; provided, however, that this Letter shall be of no force and effect if it has not been executed and delivered by all parties on or before 5 p.m. PST on July 6, 2026.
Should you have any further questions or concerns with respect to the contents of this Letter, or if any clarification is sought on matters discussed herein, please do not hesitate to contact Andy Jin at email: [email protected].
| NOCERA, INC. | INERGX | |||
| By: | /s/ Andy Jin | By: | /s/ Dominic White | |
| Name: Andy Jin | Name: Dominic White | |||
| Title: Chief Executive Officer | Title: Director | |||
| By: | /s/ [***] | |||
| Name: [***] | ||||
| Title: Director | ||||
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Exhibit 99.1
NOCERA, INC.
Nocera Announces 1-for-30 Reverse Stock Split
1-for-30 Reverse Split Advances Nocera Holdings’ Diversified Technology Strategy
Common Stock to Begin Trading on a Split-Adjusted Basis on July 7, 2026; Ticker Symbol Remains “NCRA”
TAIPEI, Taiwan, July 2, 2026 (GLOBE NEWSWIRE) -- Nocera, Inc. (Nasdaq: NCRA) (“Nocera” or the “Company”), announced today that it will effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 4:30 p.m. Eastern Time on July 6, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on July 7, 2026. The Company’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NCRA.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be 655186609.
What this means for stockholders: every 30 shares of common stock a stockholder holds will be combined into one share of common stock. A stockholder’s proportionate ownership interest in the Company and relative voting rights will remain substantially unchanged as a result of the Reverse Stock Split, other than for immaterial adjustments resulting from the treatment of fractional shares described below. Stockholders who hold their shares in book-entry or brokerage (“street name”) accounts are not required to take any action to receive their post-split shares.
Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 46,495,187 shares of common stock issued and outstanding, which will be reduced to approximately 1,549,956 shares following the Reverse Stock Split (subject to adjustment for cash-in-lieu payments for fractional shares, as described below).
At an annual meeting of stockholders held on January 12, 2026, the Company’s stockholders approved Proposal No. 4, authorizing an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the exact ratio and timing to be determined by the Board of Directors (the “Board”) in its discretion. The proposal was approved. On June 25, 2026, the Board selected the 1-for-30 ratio, which is within the stockholder-approved range.
When the Reverse Stock Split becomes effective, every 30 shares of the Company’s issued and outstanding common stock will automatically be combined into one share of common stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of common stock who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive a cash payment equal to such fractional share interest multiplied by the closing sale price of the Company’s common stock on Nasdaq on the last trading day preceding the effective date of the Reverse Stock Split.
In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, (ii) a proportionate adjustment will also be made in the number of shares of common stock issuable upon the vesting of restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans will also be reduced proportionately. Cash will be paid in lieu of any fractional shares resulting from such adjustments.
The Reverse Stock Split is intended to increase the per share trading price of the Company’s common stock in order to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market, to broaden the Company’s appeal to institutional and other investors, and to support the Company’s previously announced transformation into Nocera Holdings, a diversified technology-focused holding company pursuing opportunities across artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. The Company believes that a higher per share price and continued Nasdaq listing will enhance its capital markets profile and the effectiveness of its common stock as consideration in the strategic acquisitions, partnerships and investments that are central to its previously announced holding company strategy, including its previously announced minority equity investment in CampaignPulse.ai and the venture platform established with Digital Innovations Group. Consistent with that strategy, the Company continues to evaluate additional acquisitions, strategic investments and partnerships that complement its evolving holding company structure.
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Mountain Share Transfer (the “Exchange Agent”), the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders of record will be receiving information from the Exchange Agent about the process for exchanging their pre-split shares for post-split shares. Holders entitled to a cash-in-lieu payment for fractional shares will receive such payment from the Exchange Agent.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors contained in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking statements occurs, the Company’s business, financial condition and operating results may vary materially from those expressed in the Company’s forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
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###
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Exhibit 99.2
Nocera Expands Diversified Technology Strategy With Binding
Agreement to Acquire an Equity Interest in INERGX, an Integrated
Energy Storage and Power Platform for AI, Defense and Mission-Critical Demand
Investment Positions Nocera at the Intersection of the Global AI and Energy
Infrastructure Build-Out, a Market Projected to Approach $7 Trillion by 2030
TAIPEI, Taiwan, July 8, 2026 – Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”) today announced that it has entered into a binding agreement to acquire an equity interest in INERGX, an integrated energy storage and power platform being built to design, deploy and service mission-critical power and battery energy-storage systems supporting AI data centers, defense, industrial operations and critical infrastructure. Through this investment, Nocera is positioning itself at the intersection of one of the fastest-growing segments of the global AI infrastructure ecosystem, where reliable, scalable power has rapidly emerged as one of the defining constraints on next-generation artificial intelligence deployment.
The investment represents another significant milestone in Nocera’s ongoing transformation into Nocera Holdings, a diversified technology-focused holding company pursuing strategic opportunities across artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. As hyperscale AI deployments continue to accelerate worldwide, management believes dependable power infrastructure has become one of the world’s most valuable strategic assets. Through this transaction, Nocera is establishing a position within the energy infrastructure underpinning the global AI build-out, positioning the Company at the convergence of two of today’s most compelling long-term growth markets: artificial intelligence and mission-critical energy infrastructure.
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Nocera’s Role and Growth Strategy for INERGX
Nocera intends to serve as an active strategic partner to INERGX, leveraging the capital markets expertise, public-company experience, acquisition-sourcing capabilities and international relationships that sit at the core of the Nocera Holdings strategy. Management believes these capabilities can help accelerate INERGX’s buy-and-build strategy, broaden access to growth capital, strengthen strategic partnerships and support the commercialization and long-term expansion of its integrated platform across multiple high-growth end markets.
Specifically, Nocera expects to support INERGX by contributing capital markets and financing expertise to assist with platform expansion and future acquisitions; leveraging Nocera’s public-company infrastructure, governance and disclosure experience as INERGX continues to mature; utilizing its acquisition-sourcing network and international relationships to identify strategic opportunities; and providing operational and strategic guidance designed to help institutionalize the platform as it scales.
Management believes the INERGX investment represents the blueprint for the type of long-term value Nocera Holdings intends to create across its portfolio by identifying differentiated technology businesses positioned within powerful secular growth trends and helping accelerate their development through strategic capital, public-market expertise and disciplined execution. The Company believes combining emerging technology platforms with strategic capital allocation, operational support and public-market resources can create meaningful long-term shareholder value while expanding Nocera Holdings’ presence across multiple high-growth industries.
“Artificial intelligence cannot scale without power, and we believe energy infrastructure will become one of the defining investment themes of this decade,” said Andy Jin, Chief Executive Officer of Nocera. “INERGX represents exactly the type of platform our transformation into Nocera Holdings was designed to pursue. Our objective extends well beyond making an investment—we intend to help build a category-leading business by contributing our capital markets expertise, acquisition experience and public-company capabilities while supporting INERGX’s buy-and-build strategy. We believe this investment represents another important step in positioning Nocera at the center of the technologies enabling the next generation of AI, critical infrastructure and industrial innovation. At the same time, we continue to actively evaluate additional acquisitions, strategic investments and partnerships that align with our vision of building a diversified global technology holding company focused on creating long-term shareholder value.”
About the INERGX Platform
INERGX is being built to address one of the most pressing challenges facing organizations operating in increasingly power-constrained environments: the ability to design, build, deploy and manage mission-critical energy systems through a single integrated partner rather than relying on multiple point-solution providers. The platform is being developed as a vertically integrated, chemistry- and power-agnostic ecosystem that combines battery technology and intellectual property, system assembly, testing and certification, AI-driven battery management and monitoring software, recycling and repowering capabilities, with each component designed to reinforce the next while delivering a comprehensive end-to-end solution.
Unlike traditional equipment providers, INERGX’s commercial model is designed to create value well beyond the initial hardware sale. The platform is intended to use hardware deployments as the customer entry point while generating recurring revenue opportunities throughout each system’s lifecycle through optimization, monitoring, predictive maintenance, servicing, uninterrupted power solutions and periodic repowering. Management believes this lifecycle approach creates the potential for durable customer relationships and recurring revenue streams while positioning INERGX to capitalize on the rapidly growing demand for intelligent energy infrastructure.
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INERGX is assembling this platform through an active buy-and-build acquisition strategy targeting complementary technologies, intellectual property and operating businesses across the energy value chain. The Company is focused on serving mission-critical end markets including AI and hyperscale data centers, industrial and mining operations, defense applications, renewable energy infrastructure and other sectors where reliable, intelligent power systems are becoming increasingly essential.
“The market no longer wants point solutions—it wants a trusted partner capable of designing, building, deploying and managing mission-critical power infrastructure from end to end,” said Dominic White, Founder of INERGX. “That is precisely the platform we are building. As artificial intelligence continues to reshape industries around the world, dependable energy infrastructure is becoming increasingly mission-critical. Nocera’s capital markets expertise, public-company experience and strategic growth capabilities make them an ideal long-term partner as we execute our acquisition strategy, expand our platform and pursue the significant opportunities emerging across AI infrastructure, defense and industrial energy markets.”
Market Backdrop
The investment comes as reliable power rapidly emerges as one of the defining constraints on the global expansion of artificial intelligence. Hyperscale AI deployments, accelerated data-center development and increasing electrification across industry are driving unprecedented investment in the energy infrastructure required to support next-generation computing workloads. As AI adoption continues to accelerate, management believes the ability to deliver resilient, scalable and intelligent power solutions will become increasingly valuable across both public and private sector markets.
According to McKinsey & Company, global AI infrastructure spending is projected to approach $7 trillion by 2030, with more than $5 trillion expected to be invested directly into AI workload infrastructure. Meanwhile, the International Energy Agency projects global data-center electricity demand will more than double to approximately 945 terawatt-hours by 2030—roughly equivalent to the entire annual electricity consumption of Japan. Management believes these powerful long-term trends are creating significant demand for intelligent, mission-critical power and battery energy-storage platforms such as INERGX, reinforcing the strategic rationale behind Nocera’s investment and its continued expansion into the infrastructure enabling the global AI economy.
Management believes the INERGX investment represents another meaningful step in Nocera’s ongoing evolution into Nocera Holdings. The Company continues to actively evaluate additional acquisitions, strategic partnerships and investments across artificial intelligence, AI infrastructure, data centers, robotics, biotechnology, blockchain, digital assets and other emerging technology sectors as it executes its long-term strategy of building a diversified global technology holding company.
About INERGX
INERGX is an energy-intelligence platform being built to design, deploy and service mission-critical power and battery energy-storage systems for AI data centers, defense, industry and infrastructure. It is developing a vertically integrated, chemistry-agnostic model spanning chemistry IP, assembly, AI-driven testing and R&D, battery-management and monitoring software, recycling and repowering, assembled through a buy-and-build acquisition program. For more information on INERGX please visit: www.inergx.com and for potential partnerships contact: [email protected]
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About Nocera, Inc.
Nocera, Inc. (NASDAQ: NCRA) is a Nevada corporation pursuing a strategic transformation into a diversified holding company focused on identifying and expanding opportunities across high-growth sectors including artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. The Company is focused on strategic acquisitions, partnerships, investments and operational platforms positioned to capitalize on emerging global technology trends. Leveraging international relationships and market access across Asia and other emerging global markets, Nocera Holdings seeks to build long-term shareholder value through scalable businesses, infrastructure opportunities and next-generation technologies shaping the future digital economy.
For more information, please visit www.Nocera.company and www.noceraholdings.com (website updates coming soon) as we begin to launch the Nocera Holdings brand.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties.
These risks and uncertainties include, but are not limited to, the parties’ ability to complete the contemplated transaction on the terms described or at all; the Company’s ability to realize the anticipated strategic benefits of the investment; INERGX’s ability to execute its buy-and-build strategy and to complete the acquisitions and technology validation, certification and commercialization initiatives it is pursuing; the early-stage and pre-production nature of certain of the technologies referenced; general economic and business conditions; the Company’s ability to identify, negotiate and consummate acquisitions or strategic investments on favorable terms or at all; the Company’s ability to execute its growth strategy and maintain compliance with Nasdaq listing standards; the Company’s limited operating history in the AI, infrastructure and energy sectors; risks related to operating in international markets; and various other factors beyond the Company’s control. Readers are encouraged to review the risk factors included in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Actual results may differ materially from those expressed or implied by these forward-looking statements. Nocera undertakes no obligation to update any forward-looking statements except as required by applicable law.
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