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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.
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.
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 |
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.
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
###
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

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.
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.
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
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