United States securities and exchange commission logo
February 10, 2022
Yin-Chieh Cheng
President and Chief Executive Officer
Nocera, Inc.
3F (Building B), No. 185, Sec. 1, Datong Rd.,
Xizhi Dist., New Taipei City
221, Taiwan
Re: Nocera, Inc.
Draft Registration
Statement on Form S-1
Submitted January
25, 2022
CIK No. 0001756180
Dear Mr. Cheng:
We have limited our review of your draft registration statement
to those issues we
have addressed in our comments. In some of our comments, we may ask you
to provide us with
information so we may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 filed January 25, 2022
Cover Page
1. Please disclose whether
your auditor is subject to the determinations announced by the
PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies
Accountable Act and
related regulations will affect your company. Your prospectus
summary should address,
but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
Prospectus Summary, page 4
2. Disclose that trading
in your securities may be prohibited under the Holding Foreign
Yin-Chieh Cheng
Nocera, Inc.
February 10, 2022
Page 2
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
3. You state on page 4 that in October 2020, you "divested [your]
operations in China and
moved all of [your] technology and back-office operations to Taiwan."
You also state on
pages F-8 to F-9 that you created a VIE structure for XFC because "the
China and Taiwan
(R.O.C.) operating company may in the future engage in business that
may require special
licenses in China and which can be an industry that prohibits foreign
investment." Please
clearly disclose here whether you have any current operations located
in China or Hong
Kong, or whether your current operations are wholly focused on Taiwan
and other
countries. If you have any current operations in China or Hong Kong,
please revise as
appropriate to clearly disclose them. Please also briefly explain
here, and where
appropriate in the Business section, the businesses of Grand Smooth
Inc. Limited
and Guizhou Grand Smooth Technology Ltd.
4. Your disclosures in your Notes 13 in your financial statements
indicate an intention to
continue conducting business in mainland China. You also state on page
4 that you
divested your Chinese operations in October 2020. Please reconcile
your disclosures
and describe any current plans to further expand your business in
China.
Risk Factors, page 13
5. We note your disclosures regarding the concentration of your customer
revenue, such as
your disclosure on page F-37 that four customers represented 99% of
your total revenue
for the nine months ended September 30, 2021, and 100% of your revenue
for the prior
nine-month period. Please add a risk factor to discuss this
concentration of revenue
(including by reference to the specific percentages), identify by name
the customer that
represents more than 52% of your revenues for the nine months ended
September 30,
2021, and to the extent the customer is located in mainland China or
Hong Kong, disclose
this fact.
Risk Factors, page 14
6. Please add a risk factor to discuss the Holding Foreign Companies
Accountable Act, and
disclose that the United States Senate has passed the Accelerating
Holding Foreign
Companies Accountable Act, which, if enacted, would decrease the number
of non-
inspection years from three years to two years, and thus, would
reduce the time before
your securities may be prohibited from trading or delisted. Update your
disclosure to
reflect that the Commission adopted rules to implement the HFCAA and
that, pursuant to
FirstName LastNameYin-Chieh Cheng
the HFCAA, the PCAOB has issued its report notifying the Commission of
its
Comapany NameNocera,
determination that Inc.
it is unable to inspect or investigate completely
accounting firms
headquartered
February 10, 2022 Page in mainland
2 China or Hong Kong.
FirstName LastName
Yin-Chieh Cheng
FirstName
Nocera, Inc.LastNameYin-Chieh Cheng
Comapany10,
February NameNocera,
2022 Inc.
February
Page 3 10, 2022 Page 3
FirstName LastName
Business
VIE Agreements with XFC, page 48
7. We note your reference that the VIE structure for XFC was used because
of a potential
need for special licenses. Please expand your disclosure to specify if
Xin Feng
Construction Co., Ltd currently requires, or currently plans to
obtain, any licenses
to engage in business in mainland China or Hong Kong. Please include a
corresponding
risk factor explaining any material risks that could arise from
failing to procure
these licenses, or explain why it is not needed. Please also explain
why a VIE structure is
beneficial for obtaining such licenses.
Please contact Tyler Howes at 202-551-3370 or Dorrie Yale at
202-551-8776 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Philip Magri, Esq.