Nocera, Inc 8-K/A, filed Jun 7, 2023
Nocera, Inc. (NCRA)
About this 8-K/A
Nocera, Inc filed this 8-K/A on June 7, 2023, reporting on events of June 1, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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)
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Explanatory Note
On June 6, 2023, Nocera, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) to report among other things the execution of that certain Share Purchase Agreement dated as of June 1, 2023 (the “Share Purchase Agreement”), by and between the Company and Zhe Jiang Xin Shui Hu Digital Information, Ltd. This Amendment No. 1 to the Initial 8-K amends Item 2.01, Item 3.02 and Item 9.01 to disclose the amended terms with regard to the transactions contemplated by the Share Purchase Agreement.
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Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 1, 2023, Gui Zhou Grand Smooth Technology Ltd. (“GZ GST”), a wholly owned subsidiary of Nocera, Inc. (the “Company”), entered into that certain Share Purchase Agreement dated as of June 1, 2023, as amended (the “Share Purchase Agreement”), with Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Zhe Jiang”), pursuant to which GZ GST acquired all of the issued and outstanding equity securities of Zhe Jiang from the stockholders of Zhe Jiang (the “Zhe Jiang Acquisition”) in exchange for the issuance of 1,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).
The description of the Share Purchase Agreement contained in this Item 2.01 does not purport to be complete and is qualified in all respects with reference to the full text of the Share Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Share Purchase Agreement, the Company issued 1,500,000 shares of Common Stock to the stockholders of Zhe Jiang.
The Company issued the foregoing shares of Common Stock to the stockholders of Zhe Jiang pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On June 7, 2023, the Company issued a press release announcing the Zhe Jiang Acquisition pursuant to the Share Purchase Agreement referred to in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The disclosure under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Share Purchase Agreement dated as of June 1, 2023, as amended, by and between Gui Zhou Grand Smooth Technology Ltd. and Zhe Jiang Xin Shui Hu Digital Information, Ltd. |
| 99.1 | Press Release issued June 7, 2023. |
| 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: June 7, 2023 | By: /s/ Yin-Chieh Cheng |
| Name: Yin-Chieh Cheng | |
| Title: President and Chief Executive Officer |
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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 of Zhe Jiang Xin Shui Hu Digital Information, Ltd. Corporation for 1.5 million shares of Nocera, Inc. Common Stock and 1 million shares of Class C Warrants. | |
| 2 | Payment | |
| i. | Upon signing the contract, Party A shall issue 1.5 million shares of Nocera, Inc. Common Stock and 1 million shares of Class C Warrants. to Party B shareholders. | |
| 3 | Term | |
| i. | The contract term shall take effect from the date of signing. | |
| 4 | Others | |
| i. | If there is anything not mentioned herein, both parties agree to deal with it in accordance with the relevant provisions of the civil law and the Company law of China. | |
| ii. | This contract is made in duplicate, with each party holding one copy for evidence. | |
| Party A | Party B | |
| Cheng Yin Chieh /s/ Cheng Yin Chieh | Liang Fu Jun /s/ Liang Fu Jun | |
| Name: Gui Zhou Grand Smooth Technology Ltd. |
Name: Zhe Jiang Xin Shui Hu Digital Information, Ltd. | |
| Date: June 1, 2023 | Date: June 1, 2023 | |
| Address: 3F., No. 185, Sec. 1, Datong Rn., | Address: No. 17-6 Floor 2 | |
| Xizhi Dist., New Taipei City 221 , |
Suite #2106 Baiyang Street No 4 Street | |
| Taiwan (R.O.C.) |
Qiantang Dist. Hang Zhou City, Zhejiang, China | |
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Xin Shui Hu
Amendment to 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 of Zhe Jiang Xin Shui Hu Digital Information, Ltd. Corporation for 1.5 million shares of Nocera, Inc. Common Stock. | |
| 2 | Payment | |
| i. | Upon signing the contract, Party A shall issue 1.5 million shares of Nocera, Inc. Common Stock to Party B shareholders. | |
| 3 | Term | |
| i. | The contract term shall take effect from the date of signing. | |
| 4 | Others | |
| i. | If there is anything not mentioned herein, both parties agree to deal with it in accordance with the relevant provisions of the civil law and the Company law of China. | |
| ii. | This contract is made in duplicate, with each party holding one copy for evidence. | |
| Party A | Party B | |
| Cheng Yin Chieh /s/ Cheng Yin Chieh | Liang Fu Jun /s/ Liang Fu Jun | |
| Name: Gui Zhou Grand Smooth Technology Ltd. |
Name: Zhe Jiang Xin Shui Hu Digital Information, Ltd. | |
| Date: June 1, 2023 | Date: June 1, 2023 | |
| Address: 3F., No. 185, Sec. 1, Datong Rn., | Address: No. 17-6 Floor 2 | |
| Xizhi Dist., New Taipei City 221 , |
Suite #2106 Baiyang Street No 4 Street | |
| Taiwan (R.O.C.) |
Qiantang Dist. Hang Zhou City, Zhejiang, China | |
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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 the issued and outstanding shares of stock of Zhe Jiang Xin Shui Hu Digital Information, Ltd. (“Xin Shu Hu or XSH”), a Chinese corporation located Hang Zhou City of China. The purchase price of the acquisition was 1.5 million shares of Nocera common stock.
Xin Shui Hu, a well-established mobile live stream company, is engaged in sales of seafood related merchandise through its Douyin accounts by having famous chefs perform live stream cooking shows. It is similar to selling through the home shopping network via 5G mobile network using one’s phone.
This acquisition is part of Nocera's vertical integration effort of expanding and selling seafood into the business-to-consumer market to earn a better price point. Xin Shui Hu not only earns sales revenue but also sponsorship from brand products and advertising revenue and tipping from fans.
CEO Commentary
Jeff Cheng, Nocera’s Chief Executive Officer, commented, “This acquisition is our first step and first platform entering the Douyin Sales Market. We will continue to acquire new accounts with fans over 100 million or more and our target is 100 chefs and 100 Douyin accounts by the end of 2023.”
About Nocera, Inc.
Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculation aquaculture systems for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The Company’s main business operation consists of the design, development, and production of large-scale RASs fish tank systems, (aquaculture) for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators. For more information, please visit the company’s website at www.nocera.company.
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 as they relate to Nocera 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, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the Company’s control. Actual events or results may differ materially from those described in this press release due to any of these factors. Nocera is under no obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Investor Contacts:
Hanover Int’l
Jh@hanoverintlinc.com