(Note: This is NOT an IPO. This is a NASDAQ uplisting from the OTC pink sheets. This is a small-cap unit offering conducted in conjunction with the NASDAQ uplisting. Each unit consists of one share of common stock and one warrant to buy two shares of common stock. A 2-for-3 reverse stock split of Nocera’s current outstanding stock will occur concurrently with the effective date of the registration statement of which this prospectus is a part and prior to the closing of this offering, the prospectus says. The closing price of our common stock on July 19, 2022, was $4.00 per share ($6.00 as adjusted for the 2-for-3 reverse stock split)

**Note: The Nevada-incorporated holding company is issuing the units in this offering.

Nocera Inc.  was incorporated in the State of Nevada on Feb. 1, 2002, with operations based in New Taipei City, Taiwan. Our primary business operations currently consist of designing, developing and producing large-scale recirculating aquaculture systems (“RASs”) for fish farms along with providing consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services.

RASs operate by filtering water from the fish (or shellfish) tanks so it can be reused within the tank. This dramatically reduces the amount of water and space required to intensively produce seafood products. The steps in RASs include solids removal, ammonia removal, Co2 removal and oxygenation. Prior to 2021, Nocera was initially focused on the Chinese market due to opportunities presented by changes to regulations governing water use for fish production in China. As of October 2020, we had delivered 551 fish tank systems to six separate Chinese-based fish farms, and two fish tank systems to our Taiwan showroom.

In October 2020, the government of Taiwan began supporting the Green Power and Solar Sharing Fish Farms initiative. In view of the opportunities resulting from this initiative, in October 2020, Nocera ceased all of its operations in China and moved all of its technology and back-office operations to Taiwan. The Company now only operates out of Taiwan.

Our current mission is to provide consulting services and solutions in aquaculture projects to reduce water pollution and decrease the disease problems of fisheries. Our goal is to become a global leader in the land-based aquaculture business. The Company is now poised to grow its existing operations in Taiwan and expand into the development and management of land-based fish farms in Taiwan and North and South America. The Company does not currently have any intentions of conducting operations in China or Hong Kong.

*Note: Revenue and net loss figures are for the 12 months ended March 31, 2022.

(Note: Nocera Inc. downsized its public offering – in connection with its NASDAQ uplisting – and priced the deal on Aug. 10, 2022, at $3.50, the bottom of its $3.50-to-$4.00 range, and sold 1.88 million units, down from 2.35 million units in the prospectus, to raise $6.58 million. The deal landed quickly back on the IPO Calendar on the afternoon of Aug. 10, 2022 – about two weeks after it was initially expected to get done.)