(Check one):

☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

 For Period Ended: June 30, 2023

 ☐ Transition Report on Form 10-K

 ☐ Transition Report on Form 20-F

 ☐ Transition Report on Form 11-K

 ☐ Transition Report on Form 10-Q

For the Transition Period Ended: ________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Full Name of Registrant

noco-noco Inc.

Former Name if Applicable

Prime Number Holding Limited

Address of Principal Executive Office (Street and Number)

4 Shenton Way, #04-06 SGX Centre II

City, State and Zip Code

Singapore 068807

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 

☒

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expenses;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The annual report on Form 20-F (“Report”) could not be filed within the prescribed time period because noco-noco Inc. (the "Company") needs more time to prepare and review the Annual Report as its business combination was only consummated on August 25, 2023. The Company anticipates to file such Report no later than 15 days after its original due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Masataka Matsumura

(65)

(6970 9643)

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒       No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒        No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects comprehensive loss of approximately $16.8 million during the fiscal year ended June 30, 2023 as compared to comprehensive loss of approximately $1.1 million during the fiscal year ended June 30, 2022. The Registrant expects that its operating cash outflow is approximately $3.0 million for the fiscal year ended June 30, 2023, as compared to operating cash outflow of approximately $0.8 million for the fiscal year ended June 30, 2022. The expected comprehensive loss and operating cash flow are subject to change as the Registrant is still in process of completing the annual statements.

Forward-Looking Statements

This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,” “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s financial statements, the ability of us and our auditors to confirm information or data identified in the review, our ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

noco-noco Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

November 1, 2023

By

/s/ Masataka Matsumura

Name:

Masataka Matsumura

Title:

Director and CEO