{"url_path":"/sec/ncra/8-k/2026-07-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1756180/0001683168-26-005361-index.html","accession_number":"0001683168-26-005361","cik":"0001756180","ticker":"NCRA","issuer_name":"NOCERA, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1756180/0001683168-26-005361-index.html","primary_entity_key":"0001756180","primary_entity_name":"NOCERA, INC."},"word_count":517,"has_tables":true,"body_markdown":"****\n\n \n\n \n\n \n\n   \n\n \n\n \n\n**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n \n\nOn July 6, 2026, Nocera, Inc., a Nevada\ncorporation (the “Company”), entered into a letter of intent (the “LOI”) with INERGX Energy Optimisation\nLtd, a company incorporated in England and Wales (“INERGX”), regarding the Company’s proposed acquisition of up to\n9.99% of the issued and outstanding equity interests of INERGX (the “Proposed Transaction”).\n\n \n\nThe Proposed Transaction may be structured\nas a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure. Consideration may consist\nof a combination of cash and shares of the Company’s common stock (the “Common Stock”), in proportions to be agreed upon and set forth in\ndefinitive documentation. Any Company securities issued would be valued under a reference-price/VWAP collar mechanism, subject to\ncompliance with Nasdaq listing rules and applicable securities laws.\n\n \n\nThe LOI contemplates that INERGX will complete\nthe acquisition and integration of two strategic target companies before or at the closing of the Proposed Transaction, and in any event\nwithin 90 days after the date of the LOI, unless otherwise agreed. The LOI also provides that valuation assumptions remain preliminary\nand subject to the Company’s due diligence review and that no valuation, purchase price or other economic term will be final unless\nand until included in definitive documentation. The Company has a limited right of first refusal during the LOI term with respect to bona\nfide third-party equity investment proposals covering the equity interests the Company proposes to acquire, if made at a higher valuation.\n\n \n\nConsummation of the Proposed Transaction remains\nsubject to, among other things, the satisfactory completion of due diligence, negotiation and execution of a definitive acquisition agreement,\nreceipt of any required board, regulatory, third-party and stockholder approvals, and satisfaction of customary closing conditions. The\nLOI terminates upon the earliest of: (i) execution of a definitive agreement, (ii) mutual written agreement, (iii) delivery of 30 days’\nprior written notice by either party, or (iv) the 90th day after the date of the LOI.\n\n \n\nThe LOI contains certain binding provisions, but\ndoes not obligate either party to consummate the Proposed Transaction unless and until the parties enter into definitive documentation.\nThere can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated\non the terms described herein or at all.\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act\nof 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including\nthe ability of the parties to negotiate definitive documentation, the results of due diligence, regulatory approvals, market conditions,\nand other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation\nto update forward-looking statements except as required by law.\n\n \n\nThe foregoing description of the LOI is qualified\nin its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference."}