NOCERA, INC. current report, 27 December 2018

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Nocera, Inc. Form 8-K Summary

Business Context and Reporting Period

Nocera, Inc., a Nevada corporation and emerging growth company, filed a Current Report on Form 8-K regarding an agreement executed on December 27, 2018. The company is headquartered in Atlanta, Georgia.

Material Transaction

  • Nocera entered into an Agreement and Plan of Merger with Grand Smooth Inc. Limited (“GSI”), a Hong Kong company, and GSI Acquisition Corp., a newly formed, wholly owned Colorado subsidiary of Nocera.
  • Under the agreement, the acquisition subsidiary will merge with and into GSI, with GSI surviving as a subsidiary of Nocera.
  • GSI will transfer all of its issued shares to Nocera in exchange for 10,000,000 shares of Nocera common stock.
  • Following the transaction, Nocera expects to own a subsidiary in the People’s Republic of China engaged in aquaculture consulting and management.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, valuation, or other financial metrics for Nocera or GSI.

Changes, Outlook, and Risks

  • The transaction would materially change Nocera’s business profile by adding a China-based aquaculture consulting and management subsidiary.
  • The filing does not provide management guidance, integration plans, operating forecasts, financing details, contingencies, or a detailed discussion of transaction risks.
  • The filing states that the transaction description is qualified in its entirety by the full Agreement and Plan of Merger filed as Exhibit 10.1.

Investor Verification Items

  • Review Exhibit 10.1 for closing conditions, representations, termination provisions, and other merger terms.
  • Confirm whether and when the 10,000,000 shares were issued and determine the resulting ownership and dilution.
  • Verify GSI’s historical and expected financial results, assets, liabilities, and operating status.
  • Assess regulatory, cross-border, currency, ownership, and integration risks associated with the China-based subsidiary.
  • Note that the report identifies December 27, 2018 as the event date, while the signature is dated December 31, 2018.