8-K - NCRA - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM

8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May7, 2025

NOCERA,

INC.

(Exact name of registrant as specified in charter)

Nevada	001-41434	16-1626611
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

3F(Building B), No. 185, Sec. 1, Datong Rd., XizhiDist. , New Taipei City Taiwan

221 ,

ROC

(Address of principal executive offices and zip code)

(886)

910-163-358

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol	Name of each exchange on which registered
Common<br> Stock, par value $0.001 per share	NCRA	The Nasdaq<br> Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 8.01. Other Events.

On May 7, 2025, Nocera, Inc. (the “Company”) received written confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).

As previously disclosed in the Company’s Current Report on Form 8-K filed on April 28, 2025, the Company received a notification from Nasdaq on April 24, 2025, indicating that the Company was not in compliance with Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The Company filed the Form 10-K with the SEC on May 6, 2025. As a result of such filing, Nasdaq has confirmed that the Company had regained compliance with Listing Rule 5250(c)(1), and the matter is now closed.

A copy of Nasdaq’s compliance letter, dated May 7, 2025, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also issued a press release regarding the foregoing on May 8, 2025, which is furnished as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Letter from Nasdaq to Nocera, Inc., dated May 7, 2025
99.2	Press release issued by Nocera, Inc., dated May 8, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: May 8, 2025	By: /s/ Andy Ching-An Jin
	Name: Andy Ching-An Jin<br><br> <br>Title: Chief Executive Officer

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Exhibit 99.1

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 compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1).

On April 24, 2025, the Company received a notice from Nasdaq stating it was not in compliance with Listing Rule 5250(c)(1) due to its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The Company filed the Form 10-K on May 6, 2025 with the Securities Exchange Commission and Nasdaq has confirmed that the matter is now closed.

AboutNocera, Inc.

Nocera (NASDAQ: NCRA) is a dynamic, industry-agnostic, acquisition-focused company dedicated to identifying and acquiring businesses that demonstrate strong core values and exceptional business acumen. With a strategic focus on fostering growth and creating long-term value, Nocera seeks to partner with companies that align with its vision for success. To learn more about Nocera and its approach, please visit the company’s official website at www.nocera.company.

CautionaryNote Regarding Forward-Looking Statements

Thispress release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained inthis document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation ReformAct 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-lookingstatements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risksand uncertainties. These risks and uncertainties include, but are not limited to, general economicand business conditions, the Company’s ability to execute its growth strategy, maintain compliance with Nasdaq listing standards,and respond to market conditions, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customerorder patterns, changes in customer offering mix, and various other factors beyond the Company’s control. Readers are encouragedto read the risk factors included in our annual reports and quarterly reports we file with the Securities and Exchange Commission. Actualevents or results may differ materially from those described in this press release due to any of these factors. Nocera is under no obligationto update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except asrequired by law.

Company Contact:

Hanover International, Inc.

Jh@hanoverintlinc.com