Amended Current Report Filing (8-k/a)
07 Giugno 2023 - 9:02PM
Edgar (US Regulatory)
0001756180
true
Amends Item 2.01, Item 3.02 and Item 9.01
TW
0001756180
2023-06-01
2023-06-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
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 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
Stock, par value $0.001 per share |
NCRA |
The Nasdaq
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.
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.
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
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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