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]
noco-noco (NCNC) - 2024 Q4 - Annual Report