NCNCF 20-F DEF-14A Report June 30, 2024 | Alphaminr
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NCNCF 20-F Report ended June 30, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
NOCO-NOCO INC.
Name: noco-noco Inc. <br /> CIK: 1964021 <br /> Filing Type: 20-F/A <br /> Report Date: 2024-06-30 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1964021/000095017025003204/ncnc-20240630.htm <br />
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 1. Identity Of DItem 2. Offer Statistics and Expected TimetableItem 2. Offer StaItem 3. Key InformationItem 3. Key InfItem 4A. Unresolved Staff CommentsItem 4A. UItem 5. Operating and Financial Review and ProspectsItem 5. OperatiItem 3. Key Information D. Risk Factors Risks Related To Our Business and IndustryItem 5. Operating and Financial Review and Prospects A. Operating Results Significant Accounting Policies and EstimatesItem 6. Directors, Senior Management and EmployeesItem 6. Directors, Senior ManItem 7. Major Shareholders and Related Party TransactionsItem 7. Major ShaItem 8. Financial InformationItem 8. FinancItem 18. Financial StatementsItem 9. The Offer and ListingItem 10. Additional InformationItem 10. Additional InfoItem 4. Information on The Company,Item 7. Major Shareholders and Related Party Transactions B. Related Party TransactionsItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 11. QuantitatiItem 12. Description Of Securities Other Than Equity SecuritiesItem 12. DescripPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 13. Defaults, DIItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 14. Material ModifiItem 15. Controls and ProceduresItem 15. ConItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16A. Audit CoItem 16B. Code Of EthicsItem 16B. CItem 16C. Principal Accountant Fees and ServicesItem 16C. PrinItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16D. ExemItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16E. Purchases Of EquitItem 16F. Change in Registrant S Certifying AccountantItem 16F. Change in RegiItem 16G. Corporate GovernanceItem 16G. CorporatItem 16H. Mine Safety DisclosureItem 16H. Mine SaItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16I. Disclosure ReItem 16J. Insider Trading PoliciesItem 16J. Insider TItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 17. FinanItem 18. FinaItem 19. ExhibitsItem 19. ExhNote 1 Organization and Nature Of OperationsNote 2 Liquidity and Going ConcernNote 3 Summary Of Significant Accounting PoliciesNote 4 Deposits, Upfront Payments and Other ReceivablesNote 5 Promissory Note Prime Number Acquisition I CorpNote 6 Property and Equipment, NetNote 7 Accruals and Other PayablesNote 8 LeasesNote 9 Related Party Balances and TransactionsNote 10 Shareholders EquityNote 11 Income TaxNote 12 - Prepaid Forward Contract EquityNote 13 - Standby Equity Purchase AgreementNote 14 Commitments and ContingenciesNote 15 Subsequent Events

Exhibits

1.1 Form of Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on August 18, 2023 and effective on August 25, 2023 (incorporated herein by reference to Exhibit 3.5 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 2.1 Specimen Ordinary Share Certificate of the Company 2.2 Specimen Warrant Certificate of the Company 2.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 4.1 Business Combination Agreement dated December 29, 2022, by and among PNAC, Prime Number Merger Sub Inc., Noco-Noco Pte. Ltd., and certain other parties of the agreement, joined by PubCo and New SubCo on February 3, 2022 (incorporated herein by reference to Exhibit 2.1 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.2 Form of Lock-Up Agreement (incorporated herein by reference to Exhibit 10.9 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.3 Form of Warrant Assumption Agreement, between PNAC, PubCo and VStock Transfer, LLC. (incorporated herein by reference to Exhibit 4.7 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.4 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.10 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.5 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.6 Form of Employment Agreement between the Company and its executive officers (incorporated herein by reference to Exhibit 10.16 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.7 Form of Indemnification Agreement between the Companys and its executive officers (incorporated herein by reference to Exhibit 10.18 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 4.8 Forward Purchase Agreement by and among Prime Number Acquisition I Corp., NOCO-NOCO PTE. LTD., Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC dated August 13, 2023. 4.9 Forward Purchase Agreement Confirmation Amendment by and among the Company, NOCO-NOCO PTE. LTD., Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC dated October 26, 2023 (incorporated herein by reference to Exhibit 10.1 to a Current Report on Form 6-K (File No. 001-41789), filed with the SEC on October 30, 2023). 4.10 Purchase Agreement by and between the Company and Arena Business Solutions Global SPC II, Ltd, dated August 14, 2023 (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form F-1 (File No. 333-271994), filed with the SEC on September 19, 2023). 4.11 Amendment No.1 to the Purchase Agreement by and between the Company and Arena Business Solutions Global SPC II, Ltd, dated September 18, 2023 (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-271994), filed with the SEC on September 19, 2023). 4.12 Payoff Letter among the Company, Prime Number Acquisition I Corp., Prime Number Capital LLC and WestPark Capital, Inc.dated October 10, 2023 (incorporated herein by reference to Exhibit 10.1 to a Current Report on Form 6-K (File No. 333-271994), filed with the SEC on October 12, 2023). 4.13 Share Subscription Agreement by and between the Company and Future Science Research Inc, dated June 24, 2024 (incorporated herein by reference to Exhibit 99.1 to a current report on Form 6-K (File No. 001-41789), filed with the SEC on August 2, 2024) 4.14 Securities Purchase Agreement by and between the Company and Arena Investors LP, dated August 16, 2024 (incorporated herein by reference to Exhibit 99.1 to a current report on Form 6-K (File No. 001-41789), filed with the SEC on August 22, 2024). 4.15* Asset Purchase Agreement by and between the Company and noco-tech Inc, dated October 11, 2024. 8.1 List of significant subsidiaries of the Company (incorporated herein by reference to Exhibit 21.1 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), filed with the SEC on July 21, 2023). 11.1 Code of Business Conduct and Ethics of the Company (incorporated herein by reference to Exhibit 14.1 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), field with the SEC on July 21, 2023). 11.2 Form of Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-271994), field with the SEC on July 21, 2023). 12.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 12.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13.1* Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2* Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 16.1 Letter from Marcum Asia CPAs LLP to SEC dated October 17, 2024 (incorporated herein by reference to Exhibit 16.1 to a current report on Form 6-K (File No.001-41789), filed with the SEC on October 17, 2024). 97.1* Incentive Compensation Recoupment Policy