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CORRESP
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 Nocera, Inc.

 2030 Powers Ferry Road SE

 Suite No. 212

 Atlanta, Georgia 30339

 June 5, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Nocera, Inc.

 Amendment No. 1 to Form 10-K for Fiscal Quarter
 Ended December 31, 2024
 Filed May 6, 2025
 Response dated May 6, 2025

 File No. 001-41434

 Dear Ms. Shafique and Mr. Pavot:

 On behalf of Nocera, Inc.
(the "Company," "Nocera," "we," "us," or "our"), this letter responds to comments
provided by the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") provided to the undersigned on May 21, 2025, regarding the Company's Amendment No. 1 to Form 10-K filed
on May 6, 2025 for the fiscal year ended December 31, 2024 (the "10-K").

 For your convenience, the
Staff's comments have been restated below and the Company's responses are set forth immediately under the restated comments.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the 10-K. We have filed Amendment No. 1 to the 10-K
(the "Amendment") with the Commission today.

 Form 10-K/A filed May 6, 2025

 Revenue, page 42

 1. Please expand your disclosure to compare changes in results of operations year-over
year. For example, when discussing annual performance by type of operation, please include similar information for 2023 so that readers
can understand the dollar amount by which sales of each business increased or decreased. Please also discuss the effects of changes in
price or volume on overall results. Refer to Item 303(b)(2) of Regulation S-K.

 Response: Please be advised that we have
amended the disclosure on page 42 of the Amendment No. 1 per the Staff's comment as follows:

 Revenue

 Revenue of the Company for the three months ended
December 31, 2024 was approximately $3,997,039 million compared to approximately $7,467,601 million for the comparable period in 2023.
The revenue decreased by $3,470,562, or 46.4% for the three months ended December 31, 2024. This decrease was primarily attributable to
the downturn in the fish market and volume loss of fish harvest. For the three months ended December 31, 2024, SY Culture and Xinca generated
$27,631 and $40,936, respectively.

 1

 Revenue of the Company for the year ended December
31, 2024 was approximately $17.01 million compared to approximately $23.9 million for the comparable period in 2023. The revenue decreased
by approximately $6.89 million, or 28.3% for the year ended December 31, 2024. The decrease was primarily attributable to the significant
loss of eel fry in prior year which led the delay of harvesting the market-size eel in third quarter. The revenue for the year ended December
31, 2024, was mostly decreased from Meixin catering business and the fish trading business from NTB with the revenue of $4.8 million and
$11.8 million, respectively. For the year ended December 31, 2024, SY Culture and Xinca generated $93,041 and $251,992, respectively.

 ·
 Fish Trading Business : For the year ended December 31, 2024, the fish trading business decreased in volume, but the selling price increased, the volume decreased from 1083 tons to 770 tons for the comparable period in 2023 and 2024. The average selling price of eels increased from $13.79 to $15.31 per kilogram for the comparable period in 2023 and 2024.

 ·
 Catering Business : For the year ended December 31, 2024, the catering business separated into two lines of operations. The bento box business volume decreased from 80,640 to 65,376 boxes with average price decreased from $3.85 to $3.74 per box for the comparable period in 2023 and 2024. The fruit and vegetable processing service and sales volume decreased from 438,310 kilograms to 310,302 kilograms in volume with average prices decreased from $15.85 to $14.47 per kilograms for the comparable period in 2023 and 2024.

 For the year ended December 31, 2024 and 2023,
our foreign currency translation gain was $86,491 and foreign currency translation gain was $4,688 of sales and income, respectively.

 The decrease in revenue from $7.4 million in 2023
to $3.9 million in 2024 is primarily attributed to a downturn in the fish market in Taiwan. Specifically, the significantly low eel fry
catch in 2022 and 2023 has led to a substantial reduction in the availability of market-size eels, impacting overall sales performance.
Also, during the third quarter of 2024, Taiwan experienced a significant number of typhoons and other natural disasters. These adverse
events negatively impacted the fish farming industry, leading to a decline in overall market production. We believe these environmental
factors are critical to understanding the fluctuations in production during the period. To address this challenge and improve revenue,
we are actively developing the cultivation of alternative aquaculture species to diversify our product offerings. Additionally, we are
expanding and strengthening various sales channels to enhance market reach and drive revenue growth.

 Looking ahead, we anticipate that these adverse
factors may continue to impact our operating results in the near term. The limited eel fry catch in previous years is expected to have
residual effects on eel availability in future periods, which may constrain revenue growth. Furthermore, the increased frequency and severity
of natural disasters present an ongoing risk to production stability in the aquaculture industry.

 Operating Expenses, page 43

 2. Please expand your results of operations discussion to fully explain the negative
factors that caused the impairment of goodwill expense recorded for both periods presented. In this regard we note that these impairments
had an approximate 50% impact on your net loss in both periods. Please also expand your disclosure to explain the 33% impact on 2024 net
loss caused by the warrant liability fair value adjustments.

 Response: Please be advised that we have
amended the disclosure on page 43 of the Amendment No. 1 per the Staff's comment as follows:

 Impairment of goodwill

 Goodwill impairment expenses were $1,159,172 for
the three months ended December 31, 2024 compared to $2,250,553 for the comparable period in 2023. For the fiscal years ended December
31, 2024 and 2023, we recognized a $3.4 million and $2.3 million goodwill impairment charge, respectively, which was primarily driven
by a duplicate of the unexpected loss of a major customer and a subsequent reassessment of the financial outlook for our Meixin reporting
unit. Specifically, during 2024, the Meixin unit experienced the early termination of a significant contract with a key customer, which
materially reduced projected future cash flows. In conjunction with continued challenges in customer acquisition, the Company performed
an interim impairment test under ASC 350 using a discounted cash flow model. The analysis concluded that the estimated fair value of the
Meixin unit was below its carrying amount, necessitating a goodwill impairment charge. This non-cash charge was recognized to more accurately
reflect the current valuation of the unit and did not impact the Company's liquidity or cash flows. The impairment charge represents
approximately 48% of our consolidated net loss and reflects the reduced long-term outlook for the segment compared to assumptions used
in prior periods.

 2

 Other income (expense)

 Other income was $690,514 for the year ended December
31, 2024, compared to other expense of $265,266 for the comparable period in 2023. The income for the year ended December 31, 2023 was
mainly due to the waiver of payables.

 During the year ended December 31, 2024, we recorded a non-cash gain
of $797,269 related to the fair value measurement of warrant liabilities in 2024, compared to $305,652 for the comparable period in 2023,
the increase was primarily driven by heightened volatility in the Company's stock price, which significantly impacted the fair value
of outstanding warrant liabilities during the period. These warrants are classified as liabilities pursuant to ASC 815 and are remeasured
at fair value each reporting period, with changes recognized in the consolidated statements of operations.

 The fair value of the warrants is sensitive to
several key inputs, including the Company's stock price, expected volatility, risk-free rate, and remaining life of the instruments.
These fair value adjustments do not affect the Company's cash flows but may cause fluctuations in reported net income or loss in
future periods.

 In connection with the restatement disclosed in
Note 4 to the consolidated financial statements, the Company revised its previously issued financial statements for the year ended December
31, 2023 and the quarters ended March 31, June 30, and September 30, 2024, to correct the accounting treatment for the warrant liabilities.
The restatements resulted in changes to the fair value adjustments recognized in each quarter as follows:

 ·

 Q4 2023: Gain of $305,652

 ·

 Q1 2024: Gain of $197,843

 ·

 Q2 2024: Gain of $360,202

 ·

 Q3 2024: Loss of $29,849

 During the year ended December 31, 2023, we recorded
an income tax expense of $22,703 as compared to income tax expense of $124,070 for the comparable period in 2024.

 Report of Independent Registered
Public Accounting Firm, page F-2

 3. Please note that a consent will need to be filed referencing the Form S-3 No. 333
282749. Also, please disclose a date in Note 25.

 Response: In response to this comment, the Company
advises the Staff that it is not currently eligible to use Form S-3 (Registration Statement No. 333-282749) due to the Company's
untimely filing of its Form 10-K for the fiscal year ended 2024. Accordingly, the Company does not intend to use the registration.

 Note 3. Summary of Significant Accounting Policy,
page F-10

 4. It appears that your catering and fish trading businesses may be reportable segments.
Please review the guidance in ASU 2023-07 and provide the required disclosures.

 Response: Please be advised that we have amended the disclosure
on page 44 and F-19 of the Amendment No. 1 per the Staff's comment as follows:

 3

 Recent Accounting Pronouncements

 In August 2020, the FASB issued Accounting Standards
Update ("ASU") 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts
in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), to simplify certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied
on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 15, 2024 (inception). There was
no effect to the Company's presented financial statements.

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU is intended to enhance the transparency of segment
disclosures, particularly for investors and analysts, by requiring entities to provide more detailed information about the expenses that
are regularly provided to the Chief Operating Decision Maker (CODM). The Company is currently evaluating the impact of adopting this standard
on its disclosures. Refer to Note 25 Segment reporting for the new disclosures.

 In September 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments in this ASU to enhance the transparency
and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including
total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested
possible enhancements to better (1) understand an entity's exposure to potential changes in jurisdictional tax legislation and the
ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions,
and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public
business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2020-06 as of January 15, 2024 (inception).
There was no effect to the Company's presented financial statements.

 In March 2024, the FASB issued ASU 2024-01, Compensation-Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update provides clarity on how to determine whether
profits interest and similar awards should be accounted for under Topic 718. It introduces factors to consider in making that determination
and aims to reduce diversity in practice. ASU 2024-01 is effective for public business entities for annual periods beginning after December
15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement-Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update aims to improve
the disaggregation of certain income statement expenses to provide more detailed information about the nature of expenses. The amendments
are effective for public business entities for annual periods beginning after December 15, 2025, and interim periods within those annual
periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements.

 Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statement.

 Segment Reporting

 Effective as of January 1, 2024, the Company adopted
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The Company's Chief Operating Decision
Maker ("CODM") is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating
resources across the Company's reportable segments, including Fish Trading and Catering Services. These operating segments reflect
the manner in which the CODM allocates resources and evaluates performance.

 4

 These segments align with how management evaluates
performance and allocates resources. Segment performance is evaluated based on segment revenue and operating profit, which includes direct
costs and segment-specific general and administrative expenses and tax, but excludes corporate overhead and interest.

 The summary of key information by segments for
the years ended December 31, 2024 and 2023 was as follows:

 For year ended December 31, 2024

 Sales of Fish Trading
 Sales of Catering
 Total

 Revenue
 $ 16,574,440
 $ 168,853
 $ 16,743,293

 Cost of revenue
 $ 16,540,745
 $ 114,831
 $ 16,655,576

 Gross profit
 $ 33,695
 $ 54,022
 $ 87,717

 General and administrative expenses
 $ (193,085 )
 $ (257,785 )
 $ (450,870 )

 Segment operating loss