Nocera Registers 300M Shares For Resale From Convertible Notes; Company To Receive No Proceeds

NOCERA, INC.

300,000,000 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 300,000,000 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 senior secured convertible notes (the "Notes") issued or to be issued to the Selling Stockholder in a private placement transaction pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the "Purchase Agreement"). The shares of common stock issuable upon conversion or otherwise of the Notes are referred to in this prospectus as the "Conversion Shares."

This prospectus also covers any additional shares of common stock that may become issuable upon conversion of the Notes by reason of stock splits, stock dividends, or other similar transactions. The actual number of Conversion Shares issuable by us pursuant to any conversions of the Notes will vary depending on the then-current market price of our common stock and in accordance with the terms and conditions of the Notes.

The Selling Stockholder may sell the Conversion Shares in a number of different ways and at varying prices. The Selling Stockholder may sell any, all, or none of the securities offered by this prospectus, and we cannot predict when, or in what amounts, the Selling Stockholder may sell its Conversion Shares following the effective date of this registration statement. Additional information about how the Selling Stockholder may sell the Conversion Shares is set forth under the section titled "Plan of Distribution" on page 10.

We are registering the Conversion Shares on behalf of the Selling Stockholder to permit their resale from time to time. We will not receive any proceeds from the sale of the Conversion Shares by the Selling Stockholder. We will bear all expenses incurred in connection with the registration of the Conversion Shares, while the Selling Stockholder will be responsible for all discounts, commissions, and similar selling expenses, if any. See "Plan of Distribution" on page 10 for more information.

Our common stock is listed on The Nasdaq Capital Market under the symbol "NCRA." On December 2, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.965 per share.