Nocera Inc美股招股说明书(2025-12-30版)

NOCERA, INC. 45,000,000 Shares of Common Stock This prospectus relates to the offer and resale, from time to time by the selling stockholder named herein (the “Selling Stockholder”),of up to 45,000,000 shares of common stock, par value $0.001 per share (the “common stock”), of Nocera, Inc., a Nevada corporation(the “Company”), issuable upon conversion of up to 13,500 shares of the Company’s Series B Convertible Non-Voting PreferredStock, par value $0.001 per share (the “Series B Preferred Stock”), issued or to be issued to the Selling Stockholder in a private This prospectus also covers any additional shares of common stock that may become issuable upon conversion of the Series BPreferred Stock by reason of stock splits, stock dividends, or other events described in the Certificate of Designation of Preferences,Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”). The actual number of Conversion Sharesissuable by us pursuant to any conversions of the Series B Preferred Stock will vary depending on the then-current market price of our The Selling Stockholder may sell the Conversion Shares in a number of different ways and at varying prices. The Selling Stockholdermay sell any, all, or none of the securities offered by this prospectus, and we cannot predict when, or in what amounts, the SellingStockholder may sell its Conversion Shares following the effective date of this registration statement. Additional information about We are registering the Conversion Shares on behalf of the Selling Stockholder to permit their resale from time to time. We will notreceive any proceeds from the sale of the Conversion Shares by the Selling Stockholder. We will bear all expenses incurred in Our common stock is listed on The Nasdaq Capital Market under the symbol “NCRA.” On December 17, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market was $0.93 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and haveelected to take advantage of certain reduced public company reporting requirements available to emerging growth companies. Thisprospectus describes the general manner in which the Conversion Shares may be offered and sold. If required, the specific manner in Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for adiscussion of information that should be considered in connection with an investment in our common stock. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal The date of this prospectus is December 17, 2025. ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholder may offer from time to time the Conversion Shares.You should rely only on the information contained in or incorporated by reference into this prospectus and the related exhibits, anyprospectus supplement or amendment thereto and the documents to which we have referred you, before making your investmentdecision. Neither we nor the Selling Stockholder have authorized anyone to provide you with different information. If anyone providesyou with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendmentsthereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any If necessary, the specific manner in which the shares of common stock may be offered and sold will be described in a supplement tothis prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extentthere is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the Neither the delivery of this prospectus nor any distribution of common stock pursuant to this prospectus shall, under anycircumstances, create any implication that there has been no change in the information set forth into this prospectus or in our affairs When used herein, unless the context requires otherwise, references to the “Company,” “Nocera,” the “registrant,” “we,” “our,” or “us”in this prospectus mean Nocera, Inc., a Nevada corporation, and its subsidiaries, including our variable interest entities (“VIEs”). TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarksand trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended toindicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks SPECIAL N