Business Context and Reporting Period
This Form 8-K was filed by Nocera, Inc. on December 1, 2025. The company is incorporated in Nevada and operates as an emerging growth company. The filing reports a material definitive agreement entered into on the same date.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for Nocera, Inc. The only specific financial figure disclosed relates to the transaction described below:
- Investment Amount: $400,000
- Transaction Type: Purchase of newly issued equity securities
- Ownership Stake Acquired: 35% of the target company's outstanding equity
Material Changes
On December 1, 2025, Nocera, Inc. entered into a Stock Purchase Agreement with LONGWOOL, a French corporation (société par actions simplifiée, or SAS). Under the agreement:
- Nocera agreed to purchase 35% of LONGWOOL's outstanding equity.
- The purchase price is $400,000, payable by wire transfer at closing.
- Closing will occur remotely on a date mutually agreed upon by the parties.
- The agreement includes customary representations, warranties, and covenants.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors related to the investment. The document notes that the description of the agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the closing date and confirmation of the $400,000 wire transfer.
- Review the full text of the Stock Purchase Agreement (Exhibit 10.1) for specific covenants and conditions.
- Confirm the post-transaction ownership structure of LONGWOOL.
- Assess the strategic rationale for acquiring a 35% stake in a French SAS entity.