UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 5, 2025, Nocera, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement with Tachyonext Inc., a Delaware corporation (“Tachyonext”), pursuant to which the Company agreed to purchase 1,750 shares of Tachyonext’s common stock for an aggregate purchase price of $500,000, or approximately $285.71 per share. The closing of the transaction is expected to occur on or before June 30, 2025, subject to the satisfaction of customary closing conditions.
Tachyon Consulting & Management Company Limited, the sole stockholder of Tachyonext immediately prior to the transaction, is referred to herein as the “Parent Company.” Under the Stock Purchase Agreement, the Company has the right to appoint a non-voting observer to Tachyonext’s board of directors for so long as it holds at least 20% of Tachyonext’s outstanding capital stock. The agreement also provides the Company with customary information rights and confidentiality protections, along with a put option, exercisable beginning on the first anniversary of the closing, permitting the Company to sell all or a portion of its shares back to the Parent Company (or, at its election, to Tachyonext) for up to $300,000 in the aggregate.
In addition, the agreement grants mutual rights of first refusal to the Company and the Parent Company with respect to proposed third-party transfers of shares in Tachyonext. The Company also holds consent rights over any future equity issuances by Tachyonext that would exceed the currently outstanding 5,000 shares, subject to limited exceptions, including board- and shareholder-approved equity plans and strategic transactions.
The foregoing description of the Stock Purchase Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 5, 2025, the Company entered into an Equity Transfer Agreement to sell 100% of its equity interest in Hangzhou SY Culture Media Co., Ltd., a subsidiary organized in the People’s Republic of China, to Yuechi Technology Limited, a Hong Kong limited company, for total consideration of $550,000.
The purchase price is payable in three installments: $180,000 within seven (7) business days of execution, $180,000 within fourteen (14) business days of execution, and $190,000 within seven (7) business days after the completion of the equity transfer registration with the local government authority in China.
Pursuant to the Equity Transfer Agreement, Gui Zhou Grand Smooth Technology Co., Ltd., a subsidiary of the Company, will bear all legal and financial risks and liabilities of Hangzhou SY Culture Media Co., Ltd. arising prior to the activation of the new corporate seal by Yuechi Technology Limited. Yuechi Technology Limited will bear all such risks and liabilities arising after the activation of the new seal.
The foregoing description of the Equity Transfer Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2 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 | Stock Purchase Agreement, dated June 5, 2025, by and between Nocera, Inc. and Tachyonext Inc. |
| 10.2 | Equity Transfer Agreement, dated June 5, 2025, by and between Gui Zhou Grand Smooth Technology Co., Ltd. and Yuechi Technology Limited. |
| 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: June 10, 2025 | By: /s/ Andy Ching-An Jin |
Name: Andy Ching-An Jin Title: Chief Executive Officer | |
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