{"filing":{"accession_number":"0001683168-26-005878","cik":"0001756180","ticker":"NCRA","company_name":"NOCERA, INC.","form":"8-K","filing_date":"2026-07-31","report_date":"2026-07-27","primary_document":"nocera_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1756180/000168316826005878/nocera_8k.htm"},"events":[{"id":22472,"run_id":20328,"accession_number":"0001683168-26-005878","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Nocera entered into binding Transaction Agreements on July 28, 2026, to acquire a controlling 30% equity interest in QMAX Technology Co., Ltd. through a VIE structure, involving voting rights proxy, equity pledge, exclusive call option, and exclusive business cooperation agreements, with consideration of 300,000 restricted shares valued at $408,000. This constitutes a material acquisition representing a strategic entry into the AI infrastructure and memory supply chain sector.","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22423,"accession_number":"0001683168-26-005878","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Nocera entered into a series of binding Transaction Agreements on July 28, 2026, to acquire a controlling 30% equity interest in QMAX Technology Co., Ltd. through a VIE structure. The transaction involves voting rights proxy, equity pledge, exclusive call option, and exclusive business cooperation agreements, with consideration of 300,000 restricted shares valued at $408,000. This constitutes a material acquisition under Item 1.01, representing a strategic entry into the AI infrastructure and memory supply chain sector.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22425,"accession_number":"0001683168-26-005878","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 7.01 disclosure centers on two material events: (1) the acquisition of a 30% controlling interest in QMAX Technology Co., Ltd. through a VIE structure for 300,000 restricted shares valued at $408,000, announced via the QMAX Press Release (Exhibit 99.2), and (2) regaining compliance with Nasdaq's minimum bid price requirement, announced via the Compliance Press Release (Exhibit 99.3). The primary substantive event is the QMAX acquisition, which constitutes entry into a material acquisition under Item 1.01 (cross-referenced in the Item 7.01 text). The acquisition is material to investors as it represents a strategic expansion into AI infrastructure and memory supply chain, with detailed strategic rationale and forward-looking implications disclosed in the press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22473,"run_id":20328,"accession_number":"0001683168-26-005878","anchor_item_number":"2.04","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Nocera received notice of default on a senior secured convertible promissory note dated July 27, 2026, triggered by failure to pay $6,029,495 in Alternate Conversion Floor Amounts due under the Note. This event of default caused the Collateral Agent to exercise control over pledged collateral, with the Company remaining liable for approximately $1,370,809 after partial satisfaction.","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22424,"accession_number":"0001683168-26-005878","item_number":"2.04","item_title":"Triggering Events That Accelerate","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a notice of default on a senior secured convertible promissory note dated July 27, 2026, triggered by the Company's failure to pay $6,029,495 in Alternate Conversion Floor Amounts due under the Note. This constitutes an event of default under Section 4(a)(vi) of the Note, causing the Collateral Agent to exercise control over pledged collateral and apply proceeds to the debt obligation. The Company remains liable for approximately $1,370,809 after partial satisfaction. This is a classic covenant breach—a triggering event that accelerates financial obligations and signals material financial distress.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22474,"run_id":20328,"accession_number":"0001683168-26-005878","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"summary":"Nocera regained compliance with Nasdaq Listing Rule 5550(a)(2) following a minimum bid price deficiency, having previously failed to maintain the $1.00 minimum closing bid price (notified February 2, 2026). The July 28, 2026 Compliance Notice confirms the company satisfied the 15 consecutive business days requirement and Nasdaq has closed the matter.","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22426,"accession_number":"0001683168-26-005878","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure centers on Nocera's regained compliance with Nasdaq Listing Rule 5550(a)(2) following a minimum bid price deficiency. The company had previously failed to maintain the $1.00 minimum closing bid price (notified February 2, 2026) and faced delisting risk. The July 28, 2026 Compliance Notice confirms the company has now satisfied the 15 consecutive business days requirement and Nasdaq has \"closed the matter.\" This is a material resolution of a delisting risk that would have affected investor assessment of the registrant's continued listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22423,"accession_number":"0001683168-26-005878","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Nocera entered into a series of binding Transaction Agreements on July 28, 2026, to acquire a controlling 30% equity interest in QMAX Technology Co., Ltd. through a VIE structure. The transaction involves voting rights proxy, equity pledge, exclusive call option, and exclusive business cooperation agreements, with consideration of 300,000 restricted shares valued at $408,000. This constitutes a material acquisition under Item 1.01, representing a strategic entry into the AI infrastructure and memory supply chain sector.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31"},{"id":22424,"accession_number":"0001683168-26-005878","item_number":"2.04","item_title":"Triggering Events That Accelerate","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a notice of default on a senior secured convertible promissory note dated July 27, 2026, triggered by the Company's failure to pay $6,029,495 in Alternate Conversion Floor Amounts due under the Note. This constitutes an event of default under Section 4(a)(vi) of the Note, causing the Collateral Agent to exercise control over pledged collateral and apply proceeds to the debt obligation. The Company remains liable for approximately $1,370,809 after partial satisfaction. This is a classic covenant breach—a triggering event that accelerates financial obligations and signals material financial distress.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31"},{"id":22425,"accession_number":"0001683168-26-005878","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 7.01 disclosure centers on two material events: (1) the acquisition of a 30% controlling interest in QMAX Technology Co., Ltd. through a VIE structure for 300,000 restricted shares valued at $408,000, announced via the QMAX Press Release (Exhibit 99.2), and (2) regaining compliance with Nasdaq's minimum bid price requirement, announced via the Compliance Press Release (Exhibit 99.3). The primary substantive event is the QMAX acquisition, which constitutes entry into a material acquisition under Item 1.01 (cross-referenced in the Item 7.01 text). The acquisition is material to investors as it represents a strategic expansion into AI infrastructure and memory supply chain, with detailed strategic rationale and forward-looking implications disclosed in the press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31"},{"id":22426,"accession_number":"0001683168-26-005878","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure centers on Nocera's regained compliance with Nasdaq Listing Rule 5550(a)(2) following a minimum bid price deficiency. The company had previously failed to maintain the $1.00 minimum closing bid price (notified February 2, 2026) and faced delisting risk. The July 28, 2026 Compliance Notice confirms the company has now satisfied the 15 consecutive business days requirement and Nasdaq has \"closed the matter.\" This is a material resolution of a delisting risk that would have affected investor assessment of the registrant's continued listing status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:25:55.280516+00:00","company_name":"NOCERA, INC.","ticker":"NCRA","filing_date":"2026-07-31"}]}