noco-noco Inc 2024年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period fromtoOR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission File Number: 001-41789 noco-noco Inc. (Exact name of Registrant as specified in its charter) Not applicable(Translation of Registrant’sname into English) Cayman Islands(Jurisdiction of incorporationor organization) 3 Temasek AvenueCentennial Tower, Level 18 Singapore 039190(Address of principal executive offices)Masataka MatsumuraChief Executive Officercontactus@noco-noco.com3 Temasek AvenueCentennial Tower, Level 18Singapore 039190Telephone: +65 69503852(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Table of Contents None(Title of Class) * It is anticipated that the securities of the issuer will cease to be registered pursuant to Section 12(b) of the Act. Indicate the number of outstanding shares of the issuer as of June 30, 2024 the close of the period covered by theannual report: 170,453,431 ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting over Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☐ If “Other” has been checked in response to the previous question indicate by check mark which financialstatement item the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☐ Table of Contents †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Table of Contents Page1 EXPLANATORY NOTEINTRODUCTION3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5PART I6ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3. KEY INFORMATION6ITEM 4. INFORMATION ON THE COMPANY16ITEM 4A. UNRESOLVED STAFF COMMENTS31ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS3