Nocera Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2025, Nocera, Inc. (the “Investor”) entered into a Stock Purchase Agreement (the “Agreement”) with LONGWOOL (the “Company”), a French corporation (société par actions simplifiée, or SAS), pursuant to which the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, a number of equity securities newly issued by the Company representing 35% of the Company’s outstanding equity (the “Shares”).
The purchase price for the Shares is $400,000, payable by wire transfer at closing. The closing of the transaction will occur remotely on a date mutually agreed by the parties. Pursuant to the Agreement, the Company will deliver customary closing deliverables, and the Investor will deliver the purchase price at closing.
The Agreement contains customary representations, warranties, and covenants. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Stock Purchase Agreement, dated December 1, 2025, by and between LONGWOOL and Nocera, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 5, 2025 | By: /s/ Andy Ching-An Jin |
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Name: Andy Ching-An Jin Title: Chief Executive Officer | |
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