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Nocera (NCRA) enacts 1-for-30 reverse split and targets up to 9.99% INERGX stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nocera, Inc. reported two major corporate actions. First, it entered into a letter of intent to acquire up to 9.99% of the equity of INERGX Energy Optimisation Ltd, with consideration in cash and Nocera common stock, subject to due diligence and definitive agreements. The letter of intent allows various deal structures and uses a reference-price/VWAP collar for any stock issued, and it expires after 90 days unless extended or superseded.

Second, Nocera implemented a 1-for-30 reverse stock split of its common stock, effective July 6, 2026. Issued and outstanding shares were reduced from 46,495,187 to 1,549,956, with cash paid in lieu of fractional shares and proportional adjustments to options, warrants, RSUs and plan reserves. The company states the split is intended to help satisfy Nasdaq’s minimum bid requirement and support its transformation into a diversified technology holding company.

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Insights

Nocera pairs a Nasdaq-focused reverse split with an early-stage AI energy investment.

Nocera is executing a 1-for-30 reverse stock split to lift its share price and preserve Nasdaq listing status while adjusting all equity-linked instruments. Reverse splits are structurally neutral but can signal listing pressure rather than fundamental improvement.

In parallel, the company signed a letter of intent to acquire up to 9.99% of INERGX, an energy-storage and power platform aligned with AI infrastructure themes. The LOI is preliminary, with valuation and structure contingent on due diligence, additional INERGX acquisitions, and definitive documentation.

Press materials frame INERGX as targeting mission-critical power for AI and defense, citing third-party projections of multi-trillion-dollar AI infrastructure spending by 2030. Actual financial impact on Nocera will depend on final ownership percentage, pricing, execution of INERGX’s buy-and-build strategy, and Nocera’s broader transformation into a diversified technology holding company.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-30 Reverse stock split of common shares effective July 6, 2026
Shares outstanding pre-split 46,495,187 shares Common stock issued and outstanding immediately prior to reverse split
Shares outstanding post-split 1,549,956 shares Common stock issued and outstanding following 1-for-30 reverse split
Target INERGX stake Up to 9.99% equity Proposed acquisition of INERGX equity interests under letter of intent
LOI outside date 90 days Letter of intent terminates 90 days after its date absent other events
AI infrastructure spending projection About $7 trillion by 2030 McKinsey estimate cited for global AI infrastructure spending
Data-center power demand Approx. 945 TWh by 2030 International Energy Agency projection for global data-center electricity demand
reverse stock split financial
"approved the filing of a Certificate of Change ... to effect a reverse stock split of the Company’s issued and outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Letter of Intent regulatory
"entered into a letter of intent (the “LOI”) with INERGX Energy Optimisation Ltd"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
VWAP collar mechanism financial
"Any Company securities issued would be valued under a reference-price/VWAP collar mechanism"
mission-critical power technical
"mission-critical power and battery energy-storage systems supporting AI data centers, defense, industrial operations"
buy-and-build acquisition strategy financial
"INERGX is assembling this platform through an active buy-and-build acquisition strategy"
minimum bid price requirement regulatory
"intended to increase the per share trading price ... in order to satisfy the minimum bid price requirement for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
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FAQ

What reverse stock split did Nocera (NCRA) implement and when?

Nocera implemented a 1-for-30 reverse stock split effective July 6, 2026. Every 30 shares of common stock were combined into one share, with no change in par value. Trading on a split-adjusted basis on Nasdaq began July 7, 2026 under the existing ticker "NCRA."

How did Nocera’s 1-for-30 reverse stock split affect shares outstanding?

Immediately before the reverse split, Nocera had 46,495,187 common shares issued and outstanding. Following the 1-for-30 split, this number was reduced to 1,549,956 shares. Fractional shares were not issued; instead, holders received cash payments based on the pre-split Nasdaq closing price.

Why did Nocera (NCRA) execute a 1-for-30 reverse stock split?

Nocera states the reverse stock split is intended to increase its per-share trading price to satisfy Nasdaq’s minimum bid requirement and broaden appeal to institutional investors. The company also links the move to supporting its transformation into Nocera Holdings, a diversified technology-focused holding company.

What is Nocera’s proposed investment in INERGX described in the 8-K?

Nocera entered into a letter of intent with INERGX to acquire up to 9.99% of INERGX’s issued and outstanding equity. The transaction may use cash and Nocera stock, with final valuation, structure and economic terms subject to due diligence, board approvals and negotiation of definitive agreements.

Are the INERGX transaction terms final for Nocera (NCRA)?

No. The filing explains that the INERGX letter of intent contains preliminary valuation assumptions and does not obligate either party to close the transaction. Completion depends on satisfactory due diligence, definitive acquisition documentation, required approvals and customary closing conditions, and may ultimately not occur.

How is Nocera positioning its INERGX investment within its broader strategy?

Nocera describes the planned INERGX equity stake as part of its transformation into a diversified technology holding company. It highlights INERGX’s focus on mission-critical power and energy storage for AI data centers, defense and industrial users, aligning with Nocera’s emphasis on AI, infrastructure and next-generation technologies.

What adjustments did Nocera make to equity awards after the reverse split?

Following the 1-for-30 reverse split, Nocera made proportionate adjustments to the per-share exercise prices and share counts for outstanding stock options and warrants. It also adjusted the number of shares issuable upon vesting of restricted stock units and reduced shares reserved under equity incentive plans, paying cash for resulting fractional shares.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (date of earliest event reported): July 6, 2026

 

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:

 

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. 

 

 

 

   

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 6, 2026, Nocera, Inc., a Nevada corporation (the “Company”), entered into a letter of intent (the “LOI”) with INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (“INERGX”), regarding the Company’s proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the “Proposed Transaction”).

 

The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure. Consideration may consist of a combination of cash and shares of the Company’s common stock (the “Common Stock”), in proportions to be agreed upon and set forth in definitive documentation. Any Company securities issued would be valued under a reference-price/VWAP collar mechanism, subject to compliance with Nasdaq listing rules and applicable securities laws.

 

The LOI contemplates that INERGX will complete the acquisition and integration of two strategic target companies before or at the closing of the Proposed Transaction, and in any event within 90 days after the date of the LOI, unless otherwise agreed. The LOI also provides that valuation assumptions remain preliminary and subject to the Company’s due diligence review and that no valuation, purchase price or other economic term will be final unless and until included in definitive documentation. The Company has a limited right of first refusal during the LOI term with respect to bona fide third-party equity investment proposals covering the equity interests the Company proposes to acquire, if made at a higher valuation.

 

Consummation of the Proposed Transaction remains subject to, among other things, the satisfactory completion of due diligence, negotiation and execution of a definitive acquisition agreement, receipt of any required board, regulatory, third-party and stockholder approvals, and satisfaction of customary closing conditions. The LOI terminates upon the earliest of: (i) execution of a definitive agreement, (ii) mutual written agreement, (iii) delivery of 30 days’ prior written notice by either party, or (iv) the 90th day after the date of the LOI.

 

The LOI contains certain binding provisions, but does not obligate either party to consummate the Proposed Transaction unless and until the parties enter into definitive documentation. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all.

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including the ability of the parties to negotiate definitive documentation, the results of due diligence, regulatory approvals, market conditions, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.

 

The foregoing description of the LOI is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 25, 2026, the Board of Directors (the “Board”) of the Company approved the filing of a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split was previously approved by the Company’s stockholders at the annual meeting of stockholders held on January 12, 2026, at which stockholders approved an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the exact ratio and timing to be determined by the Board in its discretion.

 

 

 

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The Reverse Stock Split became effective at 4:30 p.m. Eastern Time on July 6, 2026, upon the filing of the Certificate of Change with the Secretary of State of the State of Nevada. The Company’s Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market when the market opened on July 7, 2026, under the Company’s existing ticker symbol “NCRA.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 655186609.

 

As a result of the Reverse Stock Split, every 30 shares of the Company’s issued and outstanding Common Stock were automatically combined into one share of Common Stock, without any change in the par value per share. Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 46,495,187 shares of Common Stock issued and outstanding, which were reduced to 1,549,956 shares following the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each holder of Common Stock who would otherwise have been entitled to receive a fractional share received a cash payment equal to such fractional share interest multiplied by the closing sale price of the Common Stock on Nasdaq on the last trading day preceding the effective date of the Reverse Stock Split.

 

In addition, proportionate adjustments were made to (i) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock, (ii) the number of shares of Common Stock issuable upon the vesting of restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans. Cash was paid in lieu of any fractional shares resulting from such adjustments.

 

The Reverse Stock Split is intended to increase the per share trading price of the Company’s Common Stock in order to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

 

A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Certificate of Correction, correcting the total number of authorized shares stated in the Certificate of Change to include the Company’s authorized preferred stock, is filed as Exhibit 3.2 hereto and is incorporated herein by reference. The foregoing descriptions of the Certificate of Change and the Certificate of Correction do not purport to be complete and are qualified in their entirety by reference to the full text of Exhibits 3.1 and 3.2.

 

Item 8.01. Other Events.

 

On July 2, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On July 8, 2026, the Company issued a press release announcing the execution of the LOI with INERGX. A copy of that press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Change filed with the Secretary of State of the State of Nevada, effective July 6, 2026.
3.2   Certificate of Correction filed with the Secretary of State of the State of Nevada, dated July 6, 2026.
10.1*   Letter of Intent, dated July 6, 2026, by and between Nocera, Inc. and INERGX Energy Optimisation Ltd.
99.1   Press Release issued by Nocera, Inc., dated July 2, 2026, announcing the Reverse Stock Split.
99.2   Press Release issued by Nocera, Inc., dated July 8, 2026, announcing the Letter of Intent with INERGX Energy Optimisation Ltd.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Certain confidential information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 

 

 

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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: July 8, 2026 By: /s/ Andy Ching-An Jin
 

Name: Andy Ching-An Jin

Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

Exhibit 99.1

 

NOCERA, INC.

 

Nocera Announces 1-for-30 Reverse Stock Split

 

1-for-30 Reverse Split Advances Nocera Holdings’ Diversified Technology Strategy

Common Stock to Begin Trading on a Split-Adjusted Basis on July 7, 2026; Ticker Symbol Remains “NCRA”

 

TAIPEI, Taiwan, July 2, 2026 (GLOBE NEWSWIRE) -- Nocera, Inc. (Nasdaq: NCRA) (“Nocera” or the “Company”), announced today that it will effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 4:30 p.m. Eastern Time on July 6, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on July 7, 2026. The Company’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “NCRA.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be 655186609.

 

What this means for stockholders: every 30 shares of common stock a stockholder holds will be combined into one share of common stock. A stockholder’s proportionate ownership interest in the Company and relative voting rights will remain substantially unchanged as a result of the Reverse Stock Split, other than for immaterial adjustments resulting from the treatment of fractional shares described below. Stockholders who hold their shares in book-entry or brokerage (“street name”) accounts are not required to take any action to receive their post-split shares.

 

Immediately prior to the effectiveness of the Reverse Stock Split, the Company had 46,495,187 shares of common stock issued and outstanding, which will be reduced to approximately 1,549,956 shares following the Reverse Stock Split (subject to adjustment for cash-in-lieu payments for fractional shares, as described below).

 

At an annual meeting of stockholders held on January 12, 2026, the Company’s stockholders approved Proposal No. 4, authorizing an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-100, with the exact ratio and timing to be determined by the Board of Directors (the “Board”) in its discretion. The proposal was approved. On June 25, 2026, the Board selected the 1-for-30 ratio, which is within the stockholder-approved range.

 

When the Reverse Stock Split becomes effective, every 30 shares of the Company’s issued and outstanding common stock will automatically be combined into one share of common stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of common stock who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive a cash payment equal to such fractional share interest multiplied by the closing sale price of the Company’s common stock on Nasdaq on the last trading day preceding the effective date of the Reverse Stock Split.

 

In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, (ii) a proportionate adjustment will also be made in the number of shares of common stock issuable upon the vesting of restricted stock units, and (iii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plans will also be reduced proportionately. Cash will be paid in lieu of any fractional shares resulting from such adjustments.

 

The Reverse Stock Split is intended to increase the per share trading price of the Company’s common stock in order to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market, to broaden the Company’s appeal to institutional and other investors, and to support the Company’s previously announced transformation into Nocera Holdings, a diversified technology-focused holding company pursuing opportunities across artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. The Company believes that a higher per share price and continued Nasdaq listing will enhance its capital markets profile and the effectiveness of its common stock as consideration in the strategic acquisitions, partnerships and investments that are central to its previously announced holding company strategy, including its previously announced minority equity investment in CampaignPulse.ai and the venture platform established with Digital Innovations Group. Consistent with that strategy, the Company continues to evaluate additional acquisitions, strategic investments and partnerships that complement its evolving holding company structure.

 

 

 

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Mountain Share Transfer (the “Exchange Agent”), the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders of record will be receiving information from the Exchange Agent about the process for exchanging their pre-split shares for post-split shares. Holders entitled to a cash-in-lieu payment for fractional shares will receive such payment from the Exchange Agent.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.

 

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors contained in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. If a change to the events and circumstances reflected in the Company’s forward-looking statements occurs, the Company’s business, financial condition and operating results may vary materially from those expressed in the Company’s forward-looking statements.

 

Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Public Relations / Media & Institutional Communication

 

Phoenix MGMT & Consulting Group

PR@PhoenixMGMTConsulting.com

888-228-0122

 

Shareholder Inquiries

 

Hanover International

ka@hanoverintlinc.com

 

InvestorWire Service Contact:

 

IBN

Austin, Texas

www.InvestorBrandNetwork.com

512.354.7000 Office

Editor@InvestorBrandNetwork.com

 

###

 

 

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Exhibit 99.2

 

Nocera Expands Diversified Technology Strategy With Binding

Agreement to Acquire an Equity Interest in INERGX, an Integrated

Energy Storage and Power Platform for AI, Defense and Mission-Critical Demand

 

Investment Positions Nocera at the Intersection of the Global AI and Energy

Infrastructure Build-Out, a Market Projected to Approach $7 Trillion by 2030

 

A building with a sign

AI-generated content may be incorrect.

 

TAIPEI, Taiwan, July 8, 2026 – Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”) today announced that it has entered into a binding agreement to acquire an equity interest in INERGX, an integrated energy storage and power platform being built to design, deploy and service mission-critical power and battery energy-storage systems supporting AI data centers, defense, industrial operations and critical infrastructure. Through this investment, Nocera is positioning itself at the intersection of one of the fastest-growing segments of the global AI infrastructure ecosystem, where reliable, scalable power has rapidly emerged as one of the defining constraints on next-generation artificial intelligence deployment.

 

The investment represents another significant milestone in Nocera’s ongoing transformation into Nocera Holdings, a diversified technology-focused holding company pursuing strategic opportunities across artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. As hyperscale AI deployments continue to accelerate worldwide, management believes dependable power infrastructure has become one of the world’s most valuable strategic assets. Through this transaction, Nocera is establishing a position within the energy infrastructure underpinning the global AI build-out, positioning the Company at the convergence of two of today’s most compelling long-term growth markets: artificial intelligence and mission-critical energy infrastructure.

 

 

 

 

 

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Nocera’s Role and Growth Strategy for INERGX

 

Nocera intends to serve as an active strategic partner to INERGX, leveraging the capital markets expertise, public-company experience, acquisition-sourcing capabilities and international relationships that sit at the core of the Nocera Holdings strategy. Management believes these capabilities can help accelerate INERGX’s buy-and-build strategy, broaden access to growth capital, strengthen strategic partnerships and support the commercialization and long-term expansion of its integrated platform across multiple high-growth end markets.

 

Specifically, Nocera expects to support INERGX by contributing capital markets and financing expertise to assist with platform expansion and future acquisitions; leveraging Nocera’s public-company infrastructure, governance and disclosure experience as INERGX continues to mature; utilizing its acquisition-sourcing network and international relationships to identify strategic opportunities; and providing operational and strategic guidance designed to help institutionalize the platform as it scales.

 

Management believes the INERGX investment represents the blueprint for the type of long-term value Nocera Holdings intends to create across its portfolio by identifying differentiated technology businesses positioned within powerful secular growth trends and helping accelerate their development through strategic capital, public-market expertise and disciplined execution. The Company believes combining emerging technology platforms with strategic capital allocation, operational support and public-market resources can create meaningful long-term shareholder value while expanding Nocera Holdings’ presence across multiple high-growth industries.

 

“Artificial intelligence cannot scale without power, and we believe energy infrastructure will become one of the defining investment themes of this decade,” said Andy Jin, Chief Executive Officer of Nocera. “INERGX represents exactly the type of platform our transformation into Nocera Holdings was designed to pursue. Our objective extends well beyond making an investment—we intend to help build a category-leading business by contributing our capital markets expertise, acquisition experience and public-company capabilities while supporting INERGX’s buy-and-build strategy. We believe this investment represents another important step in positioning Nocera at the center of the technologies enabling the next generation of AI, critical infrastructure and industrial innovation. At the same time, we continue to actively evaluate additional acquisitions, strategic investments and partnerships that align with our vision of building a diversified global technology holding company focused on creating long-term shareholder value.”

 

About the INERGX Platform

 

INERGX is being built to address one of the most pressing challenges facing organizations operating in increasingly power-constrained environments: the ability to design, build, deploy and manage mission-critical energy systems through a single integrated partner rather than relying on multiple point-solution providers. The platform is being developed as a vertically integrated, chemistry- and power-agnostic ecosystem that combines battery technology and intellectual property, system assembly, testing and certification, AI-driven battery management and monitoring software, recycling and repowering capabilities, with each component designed to reinforce the next while delivering a comprehensive end-to-end solution.

 

Unlike traditional equipment providers, INERGX’s commercial model is designed to create value well beyond the initial hardware sale. The platform is intended to use hardware deployments as the customer entry point while generating recurring revenue opportunities throughout each system’s lifecycle through optimization, monitoring, predictive maintenance, servicing, uninterrupted power solutions and periodic repowering. Management believes this lifecycle approach creates the potential for durable customer relationships and recurring revenue streams while positioning INERGX to capitalize on the rapidly growing demand for intelligent energy infrastructure.

 

 

 

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INERGX is assembling this platform through an active buy-and-build acquisition strategy targeting complementary technologies, intellectual property and operating businesses across the energy value chain. The Company is focused on serving mission-critical end markets including AI and hyperscale data centers, industrial and mining operations, defense applications, renewable energy infrastructure and other sectors where reliable, intelligent power systems are becoming increasingly essential.

 

“The market no longer wants point solutions—it wants a trusted partner capable of designing, building, deploying and managing mission-critical power infrastructure from end to end,” said Dominic White, Founder of INERGX. “That is precisely the platform we are building. As artificial intelligence continues to reshape industries around the world, dependable energy infrastructure is becoming increasingly mission-critical. Nocera’s capital markets expertise, public-company experience and strategic growth capabilities make them an ideal long-term partner as we execute our acquisition strategy, expand our platform and pursue the significant opportunities emerging across AI infrastructure, defense and industrial energy markets.”

 

Market Backdrop

 

The investment comes as reliable power rapidly emerges as one of the defining constraints on the global expansion of artificial intelligence. Hyperscale AI deployments, accelerated data-center development and increasing electrification across industry are driving unprecedented investment in the energy infrastructure required to support next-generation computing workloads. As AI adoption continues to accelerate, management believes the ability to deliver resilient, scalable and intelligent power solutions will become increasingly valuable across both public and private sector markets.

 

According to McKinsey & Company, global AI infrastructure spending is projected to approach $7 trillion by 2030, with more than $5 trillion expected to be invested directly into AI workload infrastructure. Meanwhile, the International Energy Agency projects global data-center electricity demand will more than double to approximately 945 terawatt-hours by 2030—roughly equivalent to the entire annual electricity consumption of Japan. Management believes these powerful long-term trends are creating significant demand for intelligent, mission-critical power and battery energy-storage platforms such as INERGX, reinforcing the strategic rationale behind Nocera’s investment and its continued expansion into the infrastructure enabling the global AI economy.

 

Management believes the INERGX investment represents another meaningful step in Nocera’s ongoing evolution into Nocera Holdings. The Company continues to actively evaluate additional acquisitions, strategic partnerships and investments across artificial intelligence, AI infrastructure, data centers, robotics, biotechnology, blockchain, digital assets and other emerging technology sectors as it executes its long-term strategy of building a diversified global technology holding company.

 

About INERGX

 

INERGX is an energy-intelligence platform being built to design, deploy and service mission-critical power and battery energy-storage systems for AI data centers, defense, industry and infrastructure. It is developing a vertically integrated, chemistry-agnostic model spanning chemistry IP, assembly, AI-driven testing and R&D, battery-management and monitoring software, recycling and repowering, assembled through a buy-and-build acquisition program. For more information on INERGX please visit: www.inergx.com and for potential partnerships contact: AI@PhoenixMGMTconsulting.com

 

 

 

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About Nocera, Inc.

 

Nocera, Inc. (NASDAQ: NCRA) is a Nevada corporation pursuing a strategic transformation into a diversified holding company focused on identifying and expanding opportunities across high-growth sectors including artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. The Company is focused on strategic acquisitions, partnerships, investments and operational platforms positioned to capitalize on emerging global technology trends. Leveraging international relationships and market access across Asia and other emerging global markets, Nocera Holdings seeks to build long-term shareholder value through scalable businesses, infrastructure opportunities and next-generation technologies shaping the future digital economy.

 

For more information, please visit www.Nocera.company and www.noceraholdings.com (website updates coming soon) as we begin to launch the Nocera Holdings brand.

 

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 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, the parties’ ability to complete the contemplated transaction on the terms described or at all; the Company’s ability to realize the anticipated strategic benefits of the investment; INERGX’s ability to execute its buy-and-build strategy and to complete the acquisitions and technology validation, certification and commercialization initiatives it is pursuing; the early-stage and pre-production nature of certain of the technologies referenced; general economic and business conditions; the Company’s ability to identify, negotiate and consummate acquisitions or strategic investments on favorable terms or at all; the Company’s ability to execute its growth strategy and maintain compliance with Nasdaq listing standards; the Company’s limited operating history in the AI, infrastructure and energy sectors; risks related to operating in international markets; and various other factors beyond the Company’s control. Readers are encouraged to review the risk factors included in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Actual results may differ materially from those expressed or implied by these forward-looking statements. Nocera undertakes no obligation to update any forward-looking statements except as required by applicable law.

 

Public Relations / Media & Institutional Communication

 

Phoenix MGMT & Consulting

 

PR@PhoenixMGMTConsulting.com

 

888-228-0122

 

Shareholder Inquiries

 

Hanover International

 

 

 

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