Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

On May 18, 2026, Nocera, Inc. (the "Company") entered into a Strategic Advisory Agreement (the "Agreement") with Phoenix MGMT & Consulting LLC ("Phoenix"), a Delaware limited liability company, pursuant to which Phoenix will provide the Company with strategic advisory and execution support services on a non-exclusive basis. The initial term of the Agreement is ninety (90) days, subject to extension by mutual written agreement of the parties. Either party may terminate the Agreement upon written notice if the other party commits a material breach that remains uncured for fifteen (15) days following notice.

As compensation, the Company will pay Phoenix an initial retainer of $150,000 for the first thirty (30) days, followed by $50,000 per month thereafter, plus $50,000 in restricted shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), per quarter, priced based on the five-day volume-weighted average price ("VWAP") prior to issuance. In addition, Phoenix will be entitled to a transaction fee equal to five percent (5%) of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduced, structured, or materially advanced, payable fifty percent (50%) in cash and fifty percent (50%) in shares of Common Stock.

The shares of Common Stock issuable to Phoenix under the Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. In the Agreement, Phoenix has made a representation that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Strategic Advisory Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.