Valuation and Financial Performance - noco-noco Valuation is $1.35 billion[33] - The company incurred net losses and negative cash flows for the years ended June 30, 2024, 2023, and 2022[55] - Operating expenses increased by 1,446.9% from $1,088,651 in 2022 to $16,840,854 in 2023[78] - Other income increased by 209.0% from $11,792 in 2022 to $36,439 in 2023[78] - Foreign exchange gain surged by 35,736.1% from $36 in 2022 to $12,901 in 2023[78] - The company had cash and cash equivalents of $437,184 as of June 30, 2024[84] - Accumulated deficit aggregated $30.4 million as of June 30, 2024[84] - Current liabilities increased by 350.1% from $760,391 in 2023 to $3,422,574 in 2024[86] - Working capital deficit increased by 861.9% from $304,448 in 2023 to $2,928,470 in 2024[86] - Total liabilities as of June 30, 2024 were $7.6 million, including $3.2 million in accruals and other payables[87] - Operating expenses decreased by 52.0% to $8.1 million in 2024 from $16.8 million in 2023, driven by reduced general and administrative expenses[103] - Net loss for the year decreased by 33.0% to $11.3 million in 2024 from $16.8 million in 2023[103] - Total other expense increased by 6,576.7% to $3.2 million in 2024, primarily due to commitment fees for a standby equity purchase agreement[104] - Cash and cash equivalents increased to $437,184 in 2024 from $17,789 in 2023[112] - Working capital deficiency worsened to $2.9 million in 2024 from $304,448 in 2023[113] - Net cash used in operating activities decreased to $865,215 in 2024 from $2.98 million in 2023[115] - Net cash used in operating activities for the year ended June 30, 2024 was $0.9 million, with a loss of $11.3 million, primarily due to non-cash adjustments and changes in working capital[136] - Net cash used in investing activities for the year ended June 30, 2024 was $2.1 million, primarily due to the issuance of shares upon the completion of the business combination[139] - Advances from shareholders, including 3DOM Alliance Inc and Future Science Research Inc, amounted to $3.5 million, $3.4 million, and $0.9 million for the years ended June 30, 2024, 2023, and 2022, respectively[140] - The company expects to make capital expenditures to meet business growth, funded by cash from operating and financing activities[141] - The company recorded a Prepaid Forward Contract Equity of $21,299,979 on its Consolidated Balance Sheets[66] - Loans of $333,594 were made to Prime Number Acquisition I Corp. for Business Combination expenses, due at closing[58] Strategic Partnerships and Business Alliances - The company entered into a 2-year business alliance MOU with Greenfuel to supply 3MWh of cells quarterly, totaling 12MWh annually[43] - A 3-year marketing and distribution agreement was signed with Neogen Ionics (India) Ltd to introduce X-SEPA™ technology into the Indian market[44] - The company is negotiating strategic partnerships with automakers and battery manufacturers for business opportunities[42] - The company plans to collaborate with automakers and OEMs to expedite market adoption of its battery products[54] - Strategic partnerships with automakers and OEMs aim to deploy the company's batteries in upcoming electric vehicles[108] - The company operates an own-and-lease business model for battery products, partnering with automakers and OEMs to mitigate capital and regulatory risks[180] - The company leverages exclusive license-in agreements with 3DOM Alliance for advanced battery technologies, enabling longer lifespan and higher reliability[180] Battery Technology and Innovation - The company plans to develop long-life batteries for the ESS market, aiming for up to 6,000 cycles[45] - The company focuses on using X-SEPA™ battery separators to double the lifespan of traditional batteries, enabling a "second life" for battery packs[46] - The company's X-SEPA™ battery achieved 6,400 cycles at 70% state of health (SOH) in March 2023, outperforming conventional batteries[107] - The company's own-and-lease business model offers batteries with a lifespan double that of conventional batteries, reducing price per cycle by 30-35%[107] - X-SEPA™ separator enables a 25mAh NMC battery to last 600 cycles at 60°C, compared to 370 cycles without it, and achieves 7,300 cycles at 25°C, doubling the lifespan of conventional batteries[130] - The company expects mass production of single-layer X-SEPA™ separators to begin in Q1 2025, with 3-layer samples provided for client testing since February 2023[130] - The company's X-SEPA™ separator, developed by 3DOM Alliance, enhances battery reliability and longevity due to high porosity, liquid absorption, and heat resistance[218] Carbon Abatement and Sustainability - The company aims to reduce carbon emissions through its carbon abatement solutions business and use earned carbon credits to offset emissions[46] - The company has contracted to deliver over 30 carbon abatement projects in PNG, totaling 5.3 million hectares and estimated to produce around 159 million tons of carbon credits[83] - The company plans to cross-sell carbon credits generated from carbon abatement projects to battery leasing clients, enhancing competitiveness[110] - The company engages in carbon abatement solutions and carbon credit sales, cross-selling credits to battery business clients to offset emissions[180] - The company aims to provide decarbonization solutions, including battery leasing for commercial transportation and carbon credit sales[154] Intellectual Property and Licensing - The company relies on 3DOM Alliance's R&D for innovative technologies, including X-SEPA™ multi-layer separators, large lithium-ion battery prototypes, and next-generation lithium metal anode batteries[145] - The company has licensed 5 registered patents in Japan, the US, and South Korea, with 42 patents under application, including 5 under PCT application[145] - The company holds 4 registered trademarks in Japan, 2 in Singapore, and has 4 trademarks under application in Japan, Singapore, and India[145] - The company's intellectual property focuses on battery cascade use, battery management systems, and degradation-based billing forecasting[145] - The company entered into an exclusive license-in agreement with 3DOM Alliance, requiring quarterly royalties of 3% of gross profit generated using 3DOM IP Rights and a one-off upfront payment of $30 million[221] Corporate Governance and Leadership - The board of directors consists of 5 members, with 3 being independent directors[155] - The company's directors owe fiduciary duties under Cayman Islands law, including duties of loyalty, honesty, and good faith[156] - The board has established audit, compensation, and nominating committees to oversee corporate governance[158] - The company's compensation committee consists of Mr. Noriyoshi Suzuki, Mr. Jean-Francois Raymond Roger Minier, and Mr. Masataka Matsumura, with Mr. Suzuki as chairperson[186] - The company's nominating and corporate governance committee includes Mr. Minoru Tanaka, Mr. Jean-Francois Raymond Roger Minier, and Mr. Masataka Matsumura, with Mr. Minier as chairperson[187] - The company has a Code of Business Conduct and Ethics applicable to all directors, officers, employees, and extended workforce, emphasizing ethical business practices[188] - The company has employment agreements with executive officers, including confidentiality, non-disclosure, non-competition, and non-solicitation clauses[189] Shareholder and Equity Information - The company's largest shareholder, Mr. Masataka Matsumura, holds 62.68% of ordinary shares through 3DOM Alliance, Future Science Research, and noco-tech Inc[167] - 3DOM Alliance, the majority shareholder, holds 44.86% of ordinary shares, with Mr. Masataka Matsumura owning 50.7% of 3DOM Alliance's equity interests[167] - noco-tech Inc, a wholly owned subsidiary of 3DOM Alliance, holds 31.91% of ordinary shares[167] - The company issued 28,700,000 new ordinary shares at $0.1785 per share to 3DOM Alliance in a debt-to-equity swap, converting $5.1 million of debt[170] - The company's PubCo Incentive Plan allows for the issuance of up to 5% of fully diluted share capital, with an initial reserve of 6,961,159 shares[153] - The PubCo Incentive Plan includes grants of dividend equivalents, options, restricted shares, and share appreciation rights[153] - Under the PubCo 2023 Equity Incentive Plan, 6,621,822 PubCo Ordinary Shares were outstanding as options, restricted shares, or other rights[176] - The company's lock-up restrictions on 3DOM and FSR were waived on September 29, 2023, allowing them to pledge Lock-up Shares for financing purposes[198] Business Model and Operations - The company operates an own-and-lease business model for battery products, partnering with automakers and OEMs to mitigate capital and regulatory risks[180] - The company aims to achieve long-term growth through business combinations or the development of its operating business, with no definitive agreements as of the report date[180] - The company had 4 full-time employees as of June 30, 2024, all based in Singapore, engaged in business development, operations, finance, and administration[190] - The company entered into a promissory note with 3DOM Alliance, initially for S$1.0 million ($0.7 million), later extended to S$8.0 million ($5.8 million), with S$6.8 million capitalized into 28,700,000 ordinary shares at $0.1785 per share as of March 6, 2024[195] Regulatory and Market Status - The company is classified as an "emerging growth company" under the JOBS Act, allowing reduced reporting requirements and exemptions from certain financial accounting standards[143] - The company's securities and warrants were suspended from Nasdaq trading on November 25, 2024, and moved to the OTC market under symbols "NCNCF" and "NCNWF"[208] - The company's ability to pay dividends depends on dividends from its subsidiaries, which may be restricted if subsidiaries incur debt[144] - As of June 30, 2024, the company had no off-balance sheet arrangements that could materially affect its financial condition[142] Compensation and Benefits - For the year ended June 30, 2024, the company paid S$1.1 million in cash compensation and benefits to executive officers and S$0.2 million to independent directors[175]

Singapore, Oct. 29, 2024 (GLOBE NEWSWIRE) -- noco-noco Pte Ltd (“noco-noco”), a wholly-owned subsidiary of noco-noco Inc. (Nasdaq: “NCNC”), and DG Capital Group (“DGCG”) have signed a Memorandum of Understanding (MOU) to jointly develop innovative decarbonization solutions for corporations and communities aiming to reduce carbon emissions and achieve green transition goals.  This collaboration unites noco-noco’s revolutionary battery technology, designed to extend battery lifespan and enhance durability, wi ...

Singapore, Oct. 22, 2024 (GLOBE NEWSWIRE) --  noco-noco Inc. (the “Company”) announces that it has sought an extension to effect its reverse stock split in order to comply with Nasdaq’s minimum bid price requirement, following a delay that prevented the reverse split from taking place, by the previously set deadline of November 1, 2024. At the Extraordinary General Meeting (“EGM”) held on October 17, 2024, the Company’s shareholders approved a share consolidation (reverse stock split) and the adoption of an ...

Singapore, Oct. 16, 2024 (GLOBE NEWSWIRE) -- In line with the "restart plan" announced on September 19, noco-noco has made a major advancement by securing a contract to acquire manufacturing equipment featuring the revolutionary X-SEPA™ technology from 3DOM Alliance and noco-tech. As an industry leader in high-performance lithium-ion battery (LIB) development, noco-noco's adoption of XSEPA™ technology promises to extend battery lifespans by up to five times. This cutting-edge technology significantly boosts ...

Singapore, Sept. 19, 2024 (GLOBE NEWSWIRE) -- noco-noco Inc Announces Significant New Financing - Committed Equity Facility Up to $150 million - - Significantly Strengthens Financial Flexibility and Advances Progress Toward Start of XSEPATM Production - - F-1/A Registration Statement Effective on August 19, 2024 - September 13, 2024- noco-noco Inc ("noco-noco" or the "Company") (NASDAQ: NCNC), today announced that it has entered into a standby equity line of credit ("ELOC") with Arena Investors, LP affliate ...

Singapore and Tokyo, Sept. 19, 2024 (GLOBE NEWSWIRE) -- September 19, 2024, Singapore and Tokyo – noco-noco Inc. releases a letter to shareholders announcing a business restart plan to drive growth. September 19, 2024 Dear Shareholders, Since our public listing in 2023, we have encountered numerous challenges, notably a declining stock price. I do not believe the trading price of our stock even closely resembles the Company's actual value. It is evident that, regardless of meeting significant corporate mile ...

Singapore, Sept. 13, 2024 (GLOBE NEWSWIRE) -- noco-noco Inc Announces Significant New Financing - Committed Equity Facility Up to $150 million - - Significantly Strengthens Financial Flexibility and Advances Progress Toward Start of XSEPATM Production - - F-1/A Registration Statement Effective on August 19, 2024 - September 13, 2024- noco-noco Inc ("noco-noco" or the "Company") (NASDAQ: NCNC), today announced that it has entered into a standby equity line of credit ("ELOC") with Arena Investors LP ("Arena") ...

Singapore-based electric vehicle (EV) battery specialist noco-noco (NASDAQ:NCNC) is in the news on Wednesday thanks to a blisteringly strong performance. NCNC stock jumped more than 140% today before paring back much of the gains. Still, shares remain significantly elevated thanks to a pair of potentially positive news items. First, a filing with the U.S. Securities and Exchange Commission (SEC) reveals that nono-noco appointed Koji Ito as its Chief Product Officer, effective Aug. 1. In this role, Ito will ...

SINGAPORE and TOKYO, April 24, 2024 (GLOBE NEWSWIRE) -- noco-noco Inc. (NASDAQ:NCNC), ("noco-noco"), signed a Memorandum of Understanding with Binex Inc. Tokyo ("Binex") to jointly develop agriculture-based carbon-credits. Photo: Sorghum Cultivation in Thailand With its core mission in climate action to reduce carbon emissions, noco-noco, apart from its X-SEPA™ separator technology that extends lithium-ion battery life by approximately five times, also collaborates with partners to develop carbon credits. ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTIO ...