SEC Comment Letter 0000000000-23-011944 to NOCERA, INC. (NCRA)
NOCERA, INC.
Date: Oct. 31, 2023 · CIK: 0001756180 · Accession: 0000000000-23-011944
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo October 31, 2023 Andy Jin CEO NOCERA, INC. 3F (Building B) , No. 185 , Sec. 1 , Datong Rd . Xizhi Dist. , New Taipei City 221 Taiwan (R.O.C.) Re:NOCERA, INC. Form 10-K/A filed September 6, 2023 Correspondence filed October 27, 2023 File No. 1-41434 Dear Andy Jin: We have reviewed your October 27, 2023 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Correspondence filed October 27, 2023 Note 23, page F-40 1.We understand that you are not able to file the required historical and pro forma financial statements for the September 2022 acquisition of Meixin, a food processing and catering company established in 2003. Given that the acquisition is included in your audited December 31, 2022 balance sheet, it appears that the missing information includes an audited Meixin income statement for the year ended December 31, 2021, and an unaudited Meixin income statement for the six months ended June 30, 2022, as well as the corresponding pro forma income statements. The applicable guidance is Article 8-04 of Regulation S-X. See also the analogous guidance in Article 3-05 (b) (4)(iii) of Regulation S-X.
FirstName LastNameAndy Jin Comapany NameNOCERA, INC. October 31, 2023 Page 2 FirstName LastName Andy Jin NOCERA, INC. October 31, 2023 Page 2
Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Andy Jin
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United States securities and exchange commission logo
October 31, 2023
Andy Jin
CEO
NOCERA, INC.
3F (Building B) , No. 185 , Sec. 1 , Datong Rd .
Xizhi Dist. , New Taipei City 221
Taiwan (R.O.C.)
Re:NOCERA, INC.
Form 10-K/A filed September 6, 2023
Correspondence filed October 27, 2023
File No. 1-41434
Dear Andy Jin:
We have reviewed your October 27, 2023 response to our comment letter and have the
following comment. Please respond to this letter within ten business days by providing the
requested information or advise us as soon as possible when you will respond. If you do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Correspondence filed October 27, 2023
Note 23, page F-40
1.We understand that you are not able to file the required historical and pro forma financial
statements for the September 2022 acquisition of Meixin, a food processing and catering
company established in 2003. Given that the acquisition is included in your audited
December 31, 2022 balance sheet, it appears that the missing information includes an
audited Meixin income statement for the year ended December 31, 2021, and an unaudited
Meixin income statement for the six months ended June 30, 2022, as well as the
corresponding pro forma income statements. The applicable guidance is Article 8-04 of
Regulation S-X. See also the analogous guidance in Article 3-05 (b) (4)(iii) of Regulation
S-X.
FirstName LastNameAndy Jin
Comapany NameNOCERA, INC.
October 31, 2023 Page 2
FirstName LastName
Andy Jin
NOCERA, INC.
October 31, 2023
Page 2
Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Andy Jin