Nocera (NCRA) Form 3 NOCERA / Feng-Hua Chen ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chen Feng-Hua

(Last) (First) (Middle)

C/O NOCERA, INC.

3F (BLDG B), NO. 185, SEC. 1, DATONG RD.

(Street)

NEW TAIPEI CITY F5 221

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2024

3. Issuer Name and Ticker or Trading Symbol
NOCERA, INC. [ NCRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Warrants	(1)	(1)	Common Stock	100,000	1.5	D

Explanation of Responses:

1. A total of 100,000 Class B Warrants were issued pursuant to that certain Employment Agreement dated as of January 5, 2024, by and between Nocera, Inc. and Feng-Hua Chen, each with a right to purchase a share of common stock, par value $0.001 per share, of the Company, exercisable at $1.50 and vesting biannually over the next 2 years.

	/s/ Feng-Hua Chen	01/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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