NOCERA, INC. (NCRA): debt financing — Nocera secures up to $300M senior secured convertible notes for digital asset treasury and acquisitions

NOCERA, INC.

Initial closing of $8M principal ($7.28M purchase price) expected; up to $292M additional upon conditions.
Notes bear 9% interest, mature 24 months, convertible at a variable rate with a floor price.
Net proceeds to be allocated to U.S. dollar-pegged digital assets (stablecoins) held with an institutional custodian.
Company must seek stockholder approval within 60 days to increase authorized shares to 2 billion.
Curvature Securities acted as placement agent; A.G.P./Alliance Global Partners as advisor.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NOCERA, INC. incurred convertible notes of up to $300,000,000 with institutional accredited investor at nine percent (9%) per annum maturing twenty-four (24) months from the date of issuance.

Instrument: convertible notes
Principal: up to $300,000,000
Counterparty: institutional accredited investor
Rate: nine percent (9%) per annum
Maturity: twenty-four (24) months from the date of issuance
Event: incurrence

Exact text from the filing

On October 31, 2025, Nocera, Inc., a Nevada corporation (Nasdaq: NCRA) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, in multiple closings, a new series of senior secured convertible notes in an aggregate original principal amount of up to $300,000,000 (the “Notes”

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NOCERA, INC. filing history →

Source: SEC EDGAR

accession 0001683168-25-007901

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