Nocera, Inc. (Nasdaq: NCRA) in $8M note default, adds QMAX VIE stake
Rhea-AI Filing Summary
Nocera, Inc. entered into a series of variable interest entity agreements with Chien-Hua Tseng and QMAX Technology Co., Ltd. to obtain a controlling interest linked to Tseng’s 30% equity stake in QMAX. The company issued 300,000 restricted common shares valued at $1.36 each, for an equity consideration of $408,000, with no cash paid. Through voting proxies, an equity pledge, an exclusive call option and an exclusive business cooperation agreement, Nocera gains voting, economic and operational control while legal title to the shares remains with the seller; these agreements run for an initial ten-year term with automatic one-year renewals.
Separately, Nocera received a default notice on a senior secured convertible promissory note originally issued for $8,000,000. The company failed to pay all Alternate Conversion Floor Amounts, leaving $6,029,495 outstanding as of the notice. The collateral agent seized assets in a blocked custodial account and applied about $4,658,686 toward the obligation, after which the investor asserts approximately $1,370,809 remains owed. Nocera and the investor are discussing potential resolution, including a possible waiver, but there is no assurance of an agreement.
Nocera also received confirmation from Nasdaq that it has regained compliance with Listing Rule 5550(a)(2) after the stock maintained a closing bid of at least $1.00 per share for 15 consecutive business days from July 7 through July 27, 2026. QMAX, an authorized Micron/Crucial distributor, generated approximately US$1.36 million in fiscal 2025 revenue, nearly tenfold growth since fiscal 2023, and is intended to support Nocera’s AI data center and infrastructure strategy.
Positive
- Regains Nasdaq bid price compliance after 15 consecutive business days with a closing bid at or above $1.00 per share, closing the prior deficiency matter and supporting continued listing.
Negative
- Default on a senior secured convertible note leaves $6,029,495 in unpaid Alternate Conversion Floor Amounts and triggers collateral seizure, signaling significant pressure from this financing arrangement.
- Even after applying approximately $4,658,686 of collateral, the Investor asserts about $1,370,809 remains owed under the Note, and there is no assurance of a waiver or other resolution.
Filing Explained
The filing identifies the structural step behind the restored Nasdaq status: Nocera’s 1-for-30 reverse split took effect on July 6, 2026, with split-adjusted trading beginning July 7; the split reduces shares and proportionally raises the per-share price without changing company value by itself.
8-K Event Classification
Key Figures
Key Terms
variable interest entity financial
Alternate Conversion Floor Amount financial
Blocked Custodial Account financial
Nasdaq Listing Rule 5550(a)(2) regulatory
reverse stock split financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What stake in QMAX Technology did Nocera (NCRA) acquire and how is it structured?
What is the status of Nocera (NCRA)’s $8 million senior secured convertible note?
How did Nocera (NCRA) regain compliance with Nasdaq’s minimum bid price rule?
What are QMAX Technology’s recent revenues and why is it strategic to Nocera (NCRA)?
What risks does Nocera (NCRA) highlight around its VIE structure and AI infrastructure plans?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
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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)
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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 28, 2026, Nocera, Inc., a Nevada corporation (the “Company”), entered into a series of agreements (collectively, the “Transaction Agreements”) with Chien-Hua Tseng (the “Seller”) and/or QMAX Technology CO., LTD. (the “Domestic Company”), a company duly registered in Taiwan (R.O.C.), pursuant to which the Company acquired a controlling interest (the “Controlling Interest”) with respect to the Seller’s thirty percent (30%) equity interest in the Domestic Company through a variable interest entity (“VIE”) structure. Under this structure, the Seller remains the registered legal owner of the equity interest; no transfer of registered legal title is effected. Instead, the Company obtains voting control, pledge security, an exclusive call option, and economic and operational control rights through the following agreements.
The Transaction Agreements consist of: (i) a Variable Interest Entity Purchase Agreement between the Company and the Seller, which serves as the master agreement for the acquisition of the Controlling Interest; (ii) a Voting Rights Proxy Agreement (including a Power of Attorney) among the Company, the Seller, and the Domestic Company, pursuant to which the Seller irrevocably granted the Company the exclusive right to exercise all voting rights and shareholder powers with respect to the Seller’s equity interest in the Domestic Company, such proxy being coupled with an interest; (iii) an Equity Pledge Agreement among the Company, the Seller, and the Domestic Company, pursuant to which the Seller pledged all of his equity interest in the Domestic Company to the Company as security for the performance of all contractual obligations under the Transaction Agreements, with the Company having the right to collect all dividends and distributions from the pledged equity; (iv) an Exclusive Call Option Agreement among the Company, the Seller, and the Domestic Company, pursuant to which the Seller granted the Company an exclusive and irrevocable option to purchase all or part of the Seller’s equity interest in the Domestic Company at any time at the minimum price permitted by Taiwan (R.O.C.) law; and (v) an Exclusive Business Cooperation Agreement between the Company and the Domestic Company, pursuant to which the Company is the exclusive provider of technical consulting and services to the Domestic Company and has sole discretion to determine the consulting service fee, with all intellectual property developed in connection therewith owned by the Company.
Each of the Voting Rights Proxy Agreement, the Equity Pledge Agreement, the Exclusive Call Option Agreement, and the Exclusive Business Cooperation Agreement has an initial term of ten (10) years, with automatic one-year renewals unless the Company provides thirty (30) days’ prior written notice of non-renewal. Only the Company has the right to terminate these agreements early.
As consideration for the Controlling Interest, the Company issued 300,000 shares of common stock of the Company, par value $0.001 per share (the “Consideration Shares”), to the Seller. The Consideration Shares were valued at $1.36 per share, based on the closing price of the Company’s common stock on the Nasdaq Capital Market on July 27, 2026, the first (1st) Trading Day immediately preceding the effective date of the Transaction Agreements, for an aggregate purchase price of $408,000. No cash consideration was paid. The Consideration Shares were issued in reliance on the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(a)(2) of the Securities Act, and bear a restrictive legend. The Transaction Agreements are governed by the laws of Taiwan (R.O.C.), with disputes to be resolved by arbitration in Taipei administered by the Chinese Arbitration Association, Taipei.
The foregoing descriptions of the Transaction Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Transaction Agreements, copies of which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On July 27, 2026, the Company received a notice of default (the “Default Notice”) from the holder (the “Investor”) of that certain senior secured convertible promissory note issued by the Company to the Investor on November 3, 2025, in the original principal amount of $8,000,000 (the “Note”), as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025 (the “Prior 8-K”), pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the “Securities Purchase Agreement”). Also as previously reported in the Prior 8-K, the Company entered into a Pledge and Security Agreement (the “Security Agreement”) and Account Control Agreement (the “Account Control Agreement”) in connection with the transactions contemplated by the Securities Purchase Agreement.
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Pursuant to Section 3(e) of the Note, upon the occurrence of a Conversion Floor Price Condition (as defined in the Note), the Alternate Conversion Floor Amount (as defined in the Note) became due and payable by the Company to the Investor on the relevant Alternate Conversion Date (as defined in the Note). As of the date hereof, the Company has failed to pay the full amount of all Alternate Conversion Floor Amounts due to the Investor pursuant to multiple Alternate Conversions. As a result, as of the date of the Default Notice, the Company owes the Investor $6,029,495 in unpaid Alternate Conversion Floor Amounts.
The Company’s failure to pay the Alternate Conversion Floor Amounts due pursuant to the terms of the Note constitutes an event of default pursuant to Section 4(a)(vi) of the Note. As a result of the occurrence and continuation of such event of default, the Collateral Agent (as defined in the Security Agreement) has exercised its rights under Sections 8(a) and 8(f) of the Security Agreement, including taking absolute control of the collateral maintained in the Blocked Custodial Account (as defined in the Security Agreement), realizing upon such collateral, and applying the proceeds thereof to the obligations owed under the Note. According to the Default Notice, the value of the collateral in the Blocked Custodial Account resulted in the application of approximately $4,658,686 in partial satisfaction of the obligations due under the Note. Following such application, the Investor asserts that the Company still owes approximately $1,370,809 under the Note.
The Company and the Investor are currently in discussions regarding the resolution of amounts owed and obligations under the Note, including a potential waiver of the $1,370,809 still owed to the Investor. There can be no assurance that such discussions will result in a definitive agreement or that the Company will be able to cure the asserted default or otherwise satisfy its remaining obligations under the Note.
Item 7.01. Regulation FD Disclosure.
On July 28, 2026, the Company issued a press release (the “QMAX Press Release”) announcing, among other things, the acquisition of a controlling interest in QMAX Technology CO., LTD. as described in Item 1.01 above. A copy of the QMAX Press Release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. On July 28, 2026, the Company also issued a press release (the “Compliance Press Release”) announcing that it has regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) and providing an update on recent business developments. A copy of the Compliance Press Release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibits 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On July 28, 2026, the Company received a letter (the “Compliance Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum closing bid price of $1.00 per share.
As previously disclosed, on February 2, 2026, Nasdaq Staff notified the Company that its common stock had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by Listing Rule 5550(a)(2). Since that date, the Company worked to regain compliance with the minimum bid price requirement.
According to the Compliance Notice, Nasdaq Staff has determined that for the 15 consecutive business days from July 7 through July 27, 2026, the closing bid price for the Company’s common stock was at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and Nasdaq has closed the matter.
A copy of the Compliance Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K. The press release furnished under Item 7.01 of this Current Report also discusses the Company’s regained compliance.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Variable Interest Entity Purchase Agreement, dated July 28, 2026, by and between Nocera, Inc. and Chien-Hua Tseng | |
| 10.2 | Voting Rights Proxy Agreement (including Power of Attorney), dated July 28, 2026, by and among Nocera, Inc., Chien-Hua Tseng, and QMAX Technology CO., LTD. | |
| 10.3 | Equity Pledge Agreement, dated July 28, 2026, by and among Nocera, Inc., Chien-Hua Tseng, and QMAX Technology CO., LTD. | |
| 10.4 | Exclusive Call Option Agreement, dated July 28, 2026, by and among Nocera, Inc., Chien-Hua Tseng, and QMAX Technology CO., LTD. | |
| 10.5 | Exclusive Business Cooperation Agreement, dated July 28, 2026, by and between Nocera, Inc. and QMAX Technology CO., LTD. | |
| 99.1 | Letter from The Nasdaq Stock Market LLC regarding compliance with Listing Rule 5550(a)(2), dated July 28, 2026 | |
| 99.2† | Press Release of Nocera, Inc., dated July 29, 2026 | |
| 99.3† | Press Release of Nocera, Inc., dated July 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.
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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 31, 2026 | By: /s/ Andy Ching-An Jin |
|
Name: Andy Ching-An Jin Title: Chief Executive Officer |
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Exhibit 99.1
 |
 |
By Electronic Delivery to: andy.jin@nocera.net; rcarmel@srfc.law
July 28, 2026
Mr. Andy Ching-An Jin
Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185, Sec. 1, Datong Rd.
Xizhi Dist., New Taipei City 221, Taiwan, ROC
| Re: | Nocera, Inc. (the “Company”) Nasdaq Symbol: NCRA |
Dear Mr. Jin:
On February 2, 2026, Staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Staff has determined that for the last 15 consecutive business days, from July 7 through July 27, 2026, the closing bid price for the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.1
If you have any questions, please contact Wayne Bush at +1 301 624 3072.
Thank you,
Nasdaq Listing Qualifications
_______________________
1 Staff notes that Listing Rule 5810(c)(3)(A)(iv) states in part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”
Exhibit 99.2
Nocera Advances AI Infrastructure Strategy with Agreement to Acquire QMAX Technology, a Taiwan-Based Authorized Distributor of Micron / Crucial Memory and Storage Products
Acquisition Secures Authorized Memory Sales Qualifications and Distribution Channels, Connecting Nocera’s Planned AI Data Center Build-Out with the Memory and Storage Supply Chain at the Core of the Global AI Economy
TAIPEI, Taiwan, July 29, 2026 – Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or the “Company”) today announced that it has acquired a thirty percent (30%) controlling interest in QMAX Technology Co., Ltd. (“QMAX”), a Taiwan-based memory and storage solutions company and authorized distribution channel for Micron / Crucial memory products, through a variable interest entity (“VIE”) structure pursuant to which the Company issued 300,000 shares of restricted common stock, par value $0.001 per share, to Chien-Hua Tseng, the registered holder of such equity interest. The controlling interest is held through a series of VIE agreements entered into on July 28, 2026 with Mr. Tseng, and became effective upon signing. Through this transaction, Nocera gains established memory sales qualifications, vendor authorizations and distribution relationships covering DRAM modules, server memory and solid-state storage — the critical components at the heart of every AI data center.
The 300,000 consideration shares were valued at $1.36 per share, based on the closing price of the Company’s common stock on the Nasdaq Capital Market on July 27, 2026, the first (1st) trading day immediately preceding the effective date, for an aggregate purchase price of $408,000. No cash consideration was paid. The shares were issued in reliance on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. The shares bear a restrictive legend and are subject to a lock-up / leak-out arrangement. The 30% controlling interest is held through a Variable Interest Entity structure comprising a voting rights proxy (coupled with an interest), an equity pledge, an exclusive call option exercisable in accordance with applicable Taiwan (R.O.C.) law, and an exclusive business cooperation agreement.
The acquisition 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 Nocera advances its AI data center strategy, management believes that secured access to memory and storage supply — among the scarcest and most strategically contested resources in the AI build-out — will become a defining competitive advantage.
Strategic Rationale: Linking Memory Supply to the AI Build-Out
Memory and storage have rapidly emerged as critical bottlenecks in the global AI infrastructure expansion. Surging demand from AI servers and hyperscale data centers has absorbed a substantial share of global DRAM and NAND capacity, making qualified procurement channels and vendor relationships increasingly valuable strategic assets. Through QMAX, Nocera acquires:
Authorized sales qualifications and channel relationships for Micron / Crucial memory products, including DDR5 desktop and notebook modules, ECC server memory (R-DIMM / U-DIMM) and enterprise and consumer SSDs;
An operating procurement and distribution platform with established upstream supply relationships and downstream customers across Taiwan’s technology channel, with revenue that grew nearly ten-fold between fiscal 2023 and fiscal 2025, reaching approximately US$1.36 million in fiscal 2025, and expanding export sales; and
A supply-chain foundation for Nocera’s AI data center strategy, under which memory and storage components can be sourced, qualified and deployed both into Nocera’s own planned data center projects and to third-party data center operators and end users.
Beyond building its own data centers, Nocera intends to work with data center users and operating partners, and is actively assembling the supply chain and customer base to support this strategy. Management believes the combination of secured component supply, distribution qualifications and Nocera’s capital markets platform positions the Company to participate across multiple layers of the AI infrastructure value chain — from components and systems to facilities and services.
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Management Commentary
“AI cannot scale without compute, and compute cannot scale without memory. Securing qualified access to memory and storage supply is a foundational step in our AI infrastructure strategy,” said Andy Jin, Chief Executive Officer of Nocera. “QMAX brings us established sales qualifications and channel relationships for Micron / Crucial products, an operating supply-chain platform, and a team with deep roots in Taiwan’s memory industry — the epicenter of the global semiconductor ecosystem. As we build and partner on AI data centers, QMAX connects us directly to the components those facilities depend on. 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 long-term shareholder value.”
“Joining the Nocera Holdings platform gives QMAX access to capital, international relationships and a much larger strategic canvas,” said Stanley Tseng (Chien-Hua Tseng), founder of QMAX Technology. “Demand for server memory and storage from AI applications is unlike anything our industry has seen. With Nocera, we can scale from a Taiwan channel business into a supply-chain partner for the AI data center build-out across Asia and beyond.”
Market Backdrop
The acquisition comes as memory has become one of the defining constraints of the AI era. AI servers require multiples of the DRAM content of conventional servers, and the industry-wide shift of wafer capacity toward high-bandwidth memory (HBM) has tightened supply and lifted pricing across DDR5 and enterprise storage. Industry analysts widely expect memory demand from AI data centers to continue outpacing supply over the coming years, reinforcing the strategic value of qualified procurement and distribution channels. Nocera management believes these dynamics will make secured memory supply an increasingly valuable component of its broader AI infrastructure platform.
IDC’s Worldwide Quarterly Artificial Intelligence Infrastructure Tracker forecasts that global spending on AI infrastructure — comprising AI-optimized servers, storage and networking — will surpass $1 trillion in 2029, reaching approximately $1.08 trillion. Management believes these long-term trends reinforce the strategic rationale for the QMAX transaction and Nocera’s continued expansion into the infrastructure underpinning the global AI economy.
About QMAX Technology Co., Ltd.
QMAX Technology Co., Ltd. is a Taiwan-based memory and storage solutions provider and authorized distribution channel for Micron / Crucial products, founded in 2015. QMAX distributes DDR5 desktop and notebook memory, ECC server memory, enterprise and consumer SSDs and related storage products to channel and export customers. For more information, please visit www.qmax.tw.
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.
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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; risks related to the VIE structure, including the enforceability of the VIE agreements under the laws of Taiwan (R.O.C.) and the Company’s ability to consolidate or otherwise reflect the financial results of QMAX under applicable accounting standards; the Company’s ability to realize the anticipated strategic benefits of the acquisition; the ability to maintain vendor authorizations, sales qualifications and supply relationships following the transaction; volatility in memory and storage pricing and supply; the Company’s ability to finance, develop and operate AI data center projects; 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 and infrastructure 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
ka@hanoverintlinc.com
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【中文版／參考譯文】
Nocera 宣布簽署協議收購台灣晶旺科技——美光 Micron / Crucial 記憶體與儲存產品授權通路商，加速推進 AI 基礎建設戰略
本次收購取得記憶體銷售資格與通路，為 Nocera 未來跨入 AI 領域的建設與銷售通路建立連結
台灣台北，2026 年 7 月 29 日 — Nocera, Inc.（NASDAQ: NCRA，下稱「Nocera」或「本公司」）今日宣布，以發行 300,000 股本公司限制性普通股為對價，取得台灣晶旺科技股份有限公司（QMAX Technology Co., Ltd.，下稱「晶旺」）30% 股權。該權益係透過 2026 年 7 月 28 日與晶旺創辦人簽署之一系列 VIE 協議持有，於簽署日生效。晶旺為美光 Micron / Crucial 記憶體產品授權通路商，產品涵蓋 DDR5 記憶體模組、伺服器 ECC 記憶體及企業級固態硬碟——這些正是每一座 AI 數據中心最核心的關鍵零組件。透過本次交易，Nocera 取得既有之記憶體銷售資格、原廠授權與上下游通路關係。
300,000 股對價股份以生效日前第 2 個交易日本公司普通股於 Nasdaq 之收盤價計價，並依美國《1933 年證券法》Regulation S 及／或第 4(a)(2) 條豁免發行，附限制性圖記並受鎖定期／限量出售（lock-up / leak-out）安排約束。該 30% 權益以 VIE（可變利益實體）架構持有，由投票權代理、股權質押、可依台灣法規行使之獨家購買權及獨家業務合作協議構成。
本次收購是 Nocera 轉型為 Nocera Holdings（多元化科技控股公司，布局人工智慧、AI 基礎建設、數據中心、機器人、生技、區塊鏈與數字資產）的又一重要里程碑。隨著 Nocera 推進其 AI 數據中心戰略，管理層認為，記憶體與儲存供應已成為全球 AI 建設潮中最稀缺、競爭最激烈的戰略資源之一，確保供應通路將成為決定性的競爭優勢。
戰略意義：將記憶體供應鏈接入 AI 建設
記憶體與儲存已成為全球 AI 基礎建設擴張的關鍵瓶頸。AI 伺服器與超大型數據中心的需求大量吸納全球 DRAM 與 NAND 產能，使具備資格的採購通路與原廠關係日益珍貴。透過晶旺，Nocera 取得：美光 Micron / Crucial 產品之授權銷售資格與通路關係（含 DDR5 桌上型／筆電記憶體、ECC 伺服器記憶體、企業級與消費級 SSD）；一個實際運作中的採購與分銷平台——營收於 2023 至 2025 會計年度間成長近十倍，2025 會計年度達約 136 萬美元，並持續拓展外銷；以及支撐 Nocera AI 數據中心戰略的供應鏈基礎，記憶體與儲存零組件未來既可導入 Nocera 自建數據中心專案，亦可銷售予第三方數據中心業者與終端使用方。
除自建數據中心外，Nocera 未來也將與使用方及營運夥伴合作，目前正積極組建相關供應鏈與使用客戶群體。管理層認為，結合已確保的零組件供應、銷售資格與 Nocera 的資本市場平台，本公司將得以參與 AI 基礎建設價值鏈的多個層次——從零組件、系統到機房與服務。
管理層評述
「AI 的規模化離不開算力，而算力離不開記憶體。取得具資格的記憶體與儲存供應通路，是我們 AI 基礎建設戰略的基礎工程。」Nocera 執行長 Andy Jin 表示，「晶旺帶來美光 Micron / Crucial 產品的既有銷售資格與通路關係、實際運作的供應鏈平台，以及深耕台灣記憶體產業的團隊——而台灣正是全球半導體生態系的核心。在我們自建與合作建設 AI 數據中心的同時，晶旺讓我們直接連結這些設施所仰賴的關鍵零組件。我們也持續積極評估符合集團願景的其他收購、戰略投資與合作機會。」
「加入 Nocera Holdings 平台，讓晶旺獲得資本、國際關係與更大的戰略版圖。」晶旺科技創辦人曾健驊表示，「AI 應用對伺服器記憶體與儲存的需求前所未見。攜手 Nocera，我們可以從台灣通路商，成長為服務亞洲乃至全球 AI 數據中心建設的供應鏈夥伴。」
市場背景
本次收購正值記憶體成為 AI 時代決定性瓶頸之際。AI 伺服器所需 DRAM 容量數倍於傳統伺服器，而全球晶圓產能向高頻寬記憶體（HBM）傾斜，使 DDR5 與企業級儲存供給趨緊、價格上揚。產業分析普遍預期，AI 數據中心對記憶體的需求在未來數年將持續超過供給，進一步強化具資格採購與分銷通路的戰略價值。
根據國際數據資訊（IDC）《全球人工智慧基礎建設季度追蹤報告》（Worldwide Quarterly Artificial Intelligence Infrastructure Tracker），全球 AI 基礎建設支出——涵蓋 AI 優化伺服器、儲存與網路設備——預計將於 2029 年突破 1 兆美元，達約 1.08 兆美元。管理層認為，這些長期趨勢進一步強化本次晶旺交易的戰略意義，以及 Nocera 在支撐全球 AI 經濟之基礎建設領域的持續擴張。
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關於晶旺科技股份有限公司
晶旺科技（QMAX Technology Co., Ltd.）成立於 2015 年，為台灣記憶體與儲存解決方案供應商及美光 Micron / Crucial 產品授權通路商，產品涵蓋 DDR5 桌上型與筆電記憶體、ECC 伺服器記憶體、企業級與消費級 SSD 及相關儲存產品，客戶涵蓋通路與外銷市場。詳見 www.qmax.tw。
關於 Nocera, Inc.
Nocera, Inc.（NASDAQ: NCRA）為內華達州公司，正推動轉型為多元化控股公司，聚焦人工智慧、AI 基礎建設、數據中心、機器人、生技、區塊鏈與數字資產等高成長領域之機會。本公司以戰略收購、合作、投資與營運平台為核心，把握全球新興科技趨勢，並憑藉橫跨亞洲與其他新興市場的國際關係與市場通路，致力為股東創造長期價值。
前瞻性聲明
本新聞稿含有前瞻性聲明，本質上存在風險與不確定性。本文件中所有非歷史事實之陳述，均屬美國《1995 年私人證券訴訟改革法》所定義之前瞻性聲明。實際結果可能與前瞻性聲明所述或隱含者存在重大差異，相關風險因素請參閱本公司向美國證券交易委員會提交之文件（www.sec.gov）。除適用法律另有規定外，Nocera 不承擔更新任何前瞻性聲明之義務。（以英文版為準）
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Exhibit 99.3
FOR IMMEDIATE RELEASE
Nocera (Nasdaq: NCRA) Regains Nasdaq Bid Price Compliance;
Three Binding Transactions in Sixty Days Advance Nocera Holdings
Nasdaq Confirms the Matter Is Now Closed Following Fifteen Consecutive Business Days Above $1.00, as Nocera Builds Its Position in the Global AI and Energy Infrastructure Build-Out
TAIPEI, Taiwan, July 28, 2026 ([WIRE SERVICE]) -- Nocera, Inc. (Nasdaq: NCRA) (“Nocera” or the “Company”), a diversified technology-focused holding company operating under the Nocera Holdings strategy, today announced that it has received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
In its letter dated July 28, 2026, Nasdaq Listing Qualifications Staff determined that for the fifteen consecutive business days from July 7 through July 27, 2026, the closing bid price of the Company’s common stock was at or above $1.00 per share. Nasdaq stated that the Company “has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.”
The determination resolves the deficiency notification issued by Nasdaq on February 2, 2026’. The Company’s closing bid price regained the $1.00 minimum following the completion of its 1-for-30 reverse stock split, which became effective at 4:30 p.m. Eastern Time on July 6, 2026, with the common stock commencing trading on a split-adjusted basis on The Nasdaq Capital Market on July 7, 2026 under the existing ticker symbol “NCRA.”
Recent Business Developments
During the compliance cure period, the Company continued to execute on its business strategy. On July 8, 2026, Nocera announced a binding agreement to acquire an equity interest in INERGX, an integrated energy storage and power platform designed to deliver mission-critical power and battery energy-storage systems to AI data centers, defense, industrial operations and critical infrastructure.
That transaction was the third executed under the Nocera Holdings strategy in under sixty days. On June 8, 2026, the Company entered into a binding venture platform agreement with U.S.-based Digital Innovations Group, developer of the proprietary IRMA AI Engine, establishing Digital Innovations Venture Group, a platform focused on identifying, funding and accelerating innovative technology companies. On June 16, 2026, Nocera acquired a minority equity stake in CampaignPulse.ai, an artificial intelligence company developing simulation-driven campaign intelligence, predictive analytics and decision-support technologies.
Each of these transactions was entered into while the Company was simultaneously restructuring its share capital and resolving its listing standing.
Management intends to continue building the Nocera Holdings portfolio through disciplined capital allocation, prioritizing transactions it believes can compound value across the platform, and is actively evaluating additional acquisitions and strategic investments across its target sectors. The Company continues to evaluate a range of financing structures to support its acquisition pipeline and will pursue those it believes are most accretive to shareholders over the long term.
”Regaining compliance is an important milestone, and we are pleased that Nasdaq has closed this matter,” said Andy Jin, Chief Executive Officer of Nocera, Inc. ”We remain focused on executing our Nocera Holdings strategy through disciplined acquisitions and strategic investments that we believe can create long-term value for stockholders.”
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Industry Trends
Nocera’s recent investments are directed toward sectors that management believes present significant long-term growth potential. According to published estimates from McKinsey & Company, global AI infrastructure spending is projected to approach $7 trillion by 2030. The International Energy Agency has projected that global data-center electricity demand will more than double to approximately 945 terawatt-hours by 2030. There can be no assurance that these industry projections will prove accurate or that the Company will benefit from any such trends.
Management believes reliable, scalable power has emerged as one of the principal constraints on next-generation artificial intelligence deployment. The Company’s investments in AI infrastructure, energy storage and applied AI platforms are intended to position Nocera at the convergence of these trends.
Nocera continues to actively evaluate additional acquisitions, strategic investments and partnerships across artificial intelligence, AI infrastructure, data centers, robotics, biotechnology, blockchain and digital assets, and expects to provide further updates as they progress.
About Nocera, Inc.
Nocera, Inc. (Nasdaq: NCRA) is a Nevada corporation executing 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.
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 Company’s ability to maintain compliance with all applicable Nasdaq continued listing requirements; restrictions on eligibility for future compliance periods in the event of subsequent bid price deficiencies; the outcome of any pending or future Nasdaq listing qualification matters; the parties’ ability to complete contemplated transactions on the terms described or at all; the Company’s ability to realize the anticipated strategic benefits of its investments; the early-stage nature of certain of the technologies referenced; the Company’s ability to identify, negotiate and consummate acquisitions or strategic investments on favorable terms or at all; the availability of capital and the terms on which it may be obtained; potential dilution to existing stockholders; the Company’s limited operating history in the AI, infrastructure and energy sectors; the volatility of digital asset markets; risks related to operating in international markets; general economic and business conditions; 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.
Contact
Phoenix MGMT & Consulting
PR@PhoenixMGMTConsulting.com
888-228-0122
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