0000950170-24-098022 | POS AM | XBRL Viewer

Income Tax (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Schedule of Effective Income Tax Rate Reconciliation


	For the six months ended December 31
	2023				2022
Loss before tax	$	8,257,402			$	1,154,650
Tax rate		17	%			17	%
Computed tax benefit (expense) at statutory tax rate		1,403,758				196,291
Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(265,366	)	—		—
ELOC commitment fee		(556,635	)			—
Non-taxable Income		—				26,987
Change in valuation allowance		(581,757	)			(223,278	)
Effect of preferential tax rates		—				—
Income tax expense (benefit)		—				—


	June 30, 2023			June 30, 2022
Loss before tax	$	16,791,770		$	1,076,823
Tax rate		17	%		17	%
Computed tax benefit (expense) at statutory tax rate		2,854,601			183,060
Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(2,236,523	)		—
Additional deduction for R&D expenses		—			11,680
Change in valuation allowance		(618,078	)		(194,740	)
Effect of preferential tax rates		—			—
Income tax expense (benefit)		—			—

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to the deferred tax balances as of December 31, 2023 and June 30, 2023 are as follows:


	December 31, 2023			June 30, 2023
	Unaudited			Audited
Deferred tax assets
Net operating loss carry-forward	$	1,538,865		$	1,015,370
Capital allowance		—			4,805
Lease liabilities		21,368			35,657
Other provisions		—			22,470
Less: valuation allowance		(1,537,231	)		(1,040,858	)
Subtotal		23,002			37,444
Deferred tax liabilities
Deferred tax liabilities arising from assets		(23,002	)		(37,444	)
Total deferred tax assets, net		(23,002	)		—

The tax effects of temporary differences that give rise to the deferred tax balances as of June 30, 2023 and 2022 are as follows:


	June 30, 2023			June 30, 2022
Deferred tax assets
Net operating loss carry-forward	$	1,015,370		$	391,242
Capital allowance		4,805			3,253
Lease liabilities		35,657			6,185
Other provisions		22,470			22,471
Less: valuation allowance		(1,040,858	)		(415,300	)
Subtotal		37,444			7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets		(37,444	)		(7,851	)
Total deferred tax assets, net		—			—

Summary of Valuation Allowance


	December 31, 2023		June 30, 2023
	Unaudited		Audited
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	1,040,858	$	415,300
Current year addition		496,373		625,558
Balance at the end of the year		1,537,231		1,040,858


	June 30, 2023		June 30, 2022
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	415,300	$	220,560
Current year addition		625,558		194,740
Balance at the end of the year		1,040,858		415,300

Promissory Note - Prime Number Acquisition I Corp	6 Months Ended	12 Months Ended
Dec. 31, 2023	Jun. 30, 2023
Debt Disclosure [Abstract]
Promissory Note	NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP. On May 17, 2023, Prime Number Acquisition I Corp. (“PNAC”) issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by the Company for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. On June 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by the Company for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. As of June 30, 2023, a total amount of $333,594 was outstanding under the noco-noco Note 1 and Note 2. Following the completion of the Business Combination, the promissory note has become an intra-group item to be eliminated, and the Company has no intention of demanding repayment as of the date of issuance of the audited consolidated financial statements.	NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP. On May 17, 2023, Prime Number Acquisition I Corp. (“PNAC”) issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by the Company for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. On June 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by the Company for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. As of December 31, 2023 and June 30, 2023, a total amount of $583,594 and $333,594 was outstanding under the noco-noco Note 1 and Note 2. Following the completion of the Business Combination, the promissory note has become an intra-group item to be eliminated, and the Company has no intention of demanding repayment as of the date of issuance of the audited consolidated financial statements

Promissory Note - Prime Number Acquisition I Corp

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Debt Disclosure [Abstract]

Promissory Note

NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP.

On May 17, 2023, Prime Number Acquisition I Corp. (“PNAC”) issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by the Company for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On June 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by the Company for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

As of June 30, 2023, a total amount of $333,594 was outstanding under the noco-noco Note 1 and Note 2.

Following the completion of the Business Combination, the promissory note has become an intra-group item to be eliminated, and the Company has no intention of demanding repayment as of the date of issuance of the audited consolidated financial statements.

NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP.

As of December 31, 2023 and June 30, 2023, a total amount of $583,594 and $333,594 was outstanding under the noco-noco Note 1 and Note 2.

Document and Entity Information	6 Months Ended
Document and Entity Information	Dec. 31, 2023
Document Information [Line Items]
Document Type	POS AM
Entity Registrant Name	noco-noco Inc.
Entity Central Index Key	0001964021
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Primary SIC Number	4931
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	3 Temasek Avenue
Entity Address, Address Line Two	Centennial Tower, Level 18
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	39190
City Area Code	+65
Local Phone Number	69503852
Amendment Flag	true
Amendment Description	On September 19, 2023, noco-noco Inc. (the “Registrant”) filed a Registration Statement on Form F-1 (Registration No. 333-274574) (as amended, the “Registration Statement”), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023. On December 19, 2023, the Registrant filed a post-effective amendment No.1 to the Registration Statement to update the Registration Statement to include its financial data as of and for the years ended June 30, 2023 and 2022 and additional updates since September 19, 2023, which was subsequently declared effective by the SEC on December 29, 2023.The Registrant is filing this post-effective amendment No.2 to the Registration Statement to update the Registration Statement to include its financial data as of and for the six months ended December 31, 2023 and 2022 and additional updates since December 19, 2023.No additional securities are being registered under this post-effective amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
Business Contract
Document Information [Line Items]
Entity Address, Address Line One	122 East 42nd Street
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10168
City Area Code	+1
Local Phone Number	800-221-0102

Leases - Summary of Minimum Lease Payments for Operating Lease Liabilities (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2023	$ 126,624	$ 173,045
2024		36,700
Total operating lease payment	$ 126,624	$ 209,745

Leases - Summary of Information Pertaining to Lease Amounts in Financial Statements (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Assets and Liabilities, Lessee [Abstract]
ROU asset	$ 135,304	$ 220,261	$ 44,925
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	ROU asset	ROU asset	ROU asset
Operating lease liabilities - Current	$ 125,692	$ 173,045	$ 36,385
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities - Current	Operating lease liabilities - Current	Operating lease liabilities - Current
Operating lease liabilities - Non-current		$ 36,700
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities - Non-current	Operating lease liabilities - Non-current	Operating lease liabilities - Non-current
Total lease liabilities	$ 125,692	$ 209,745	$ 36,385

Leases

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Leases [Abstract]

Leases

NOTE 7 – LEASES

As of December 31, 2023, and June 30, 2023, the Company has operating lease agreement for its office premises. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

Operating lease

The Company has entered into commercial operating leases for the use of office premises in Singapore. The lease has varying terms, escalation clauses and run for a period of three years with an option to renew the lease after that term.

When measuring lease liabilities for leases that were classified as operating leases as of December 31, 2023 and June 30, 2023, the Company discounted lease payments using its estimated borrowing rate of 5.25%.

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	December 31, 2023		June 30, 2023
Assets:
ROU asset	$	135,304	$	220,261
Liabilities:
Current:
Operating lease liabilities	$	125,692	$	173,045
Non-current
Operating lease liabilities		—		36,700
Total lease liabilities	$	125,692	$	209,745

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended December 31, 2023:


	Operating leases
2024	$	126,624
2025		—
Total operating lease payment	$	126,624

NOTE 7 – LEASES

As of June 30, 2023 and 2022, the Company has operating lease agreement for its office premises. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease

When measuring lease liabilities for leases that were classified as operating leases as of June 30, 2023 and 2022, the Company discounted lease payments using its estimated borrowing rate of 5.25%.

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	June 30, 2023		June 30, 2022
Assets:
ROU asset	$	220,261	$	44,925
Liabilities:
Current:
Operating lease liabilities	$	173,045	$	36,385
Non-current
Operating lease liabilities		36,700		—
Total lease liabilities	$	209,745	$	36,385

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended June 30:


	Operating leases
2023	$	173,045
2024		36,700
2025		—
Total operating lease payment	$	209,745

Income Tax

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax

NOTE 10 – INCOME TAX

Cayman Island

noco-noco Inc. Ltd. is incorporated in Cayman Islands but a resident outside the Cayman Islands and is regarded as a tax resident in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17%.

Australia

noco-noco Australia Pty. Ltd. is incorporated in Australia, and under the current tax laws of Australia, its standard corporate income tax rate is 25%. As of December 31, 2023 and 2022, the Company did not generate taxable income nor had any operating expenses to offset future taxable income.

Singapore

noco-noco Pte. Ltd. is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17%. Net operating loss will be carried forward indefinitely under Singapore profits tax regulation. As of December 31, 2023 and 2022, the Company did not generate net taxable income to utilize net operating loss, which will carry forwards to offset future taxable income.

Due to the Company’s net loss position, there was no provision for income taxes recorded. Management considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, and the duration of statutory carry forward periods. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. Due to a history of losses, the Company assessed it was not more likely than not that the deferred tax assets would be realized in the foreseeable future.


	For the six months ended December 31
	2023				2022
Loss before tax	$	8,257,402			$	1,154,650
Tax rate		17	%			17	%
Computed tax benefit (expense) at statutory tax rate		1,403,758				196,291
Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(265,366	)	—		—
ELOC commitment fee		(556,635	)			—
Non-taxable Income		—				26,987
Change in valuation allowance		(581,757	)			(223,278	)
Effect of preferential tax rates		—				—
Income tax expense (benefit)		—				—

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations for the years ended June 30, 2023 and 2022. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months.

As of December 31, 2023, Singapore tax returns for the years 2020 to 2023 are subject to examination by the tax authorities.

Deferred taxes were measured using the enacted tax rates for the periods in which the temporary differences are expected to be reversed. The tax effects of temporary differences that give rise to the deferred tax balances as of December 31, 2023 and June 30, 2023 are as follows:


	December 31, 2023			June 30, 2023
	Unaudited			Audited
Deferred tax assets
Net operating loss carry-forward	$	1,538,865		$	1,015,370
Capital allowance		—			4,805
Lease liabilities		21,368			35,657
Other provisions		—			22,470
Less: valuation allowance		(1,537,231	)		(1,040,858	)
Subtotal		23,002			37,444
Deferred tax liabilities
Deferred tax liabilities arising from assets		(23,002	)		(37,444	)
Total deferred tax assets, net		(23,002	)		—

The Company had net operating loss carried forward for tax purposes of approximately $9,052,000 as of December 31, 2023 and approximately $5,972,000 as of June 30, 2023, which may be carried forward indefinitely to offset future taxable income.


	December 31, 2023		June 30, 2023
	Unaudited		Audited
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	1,040,858	$	415,300
Current year addition		496,373		625,558
Balance at the end of the year		1,537,231		1,040,858

NOTE 10 – INCOME TAX

noco-noco Pte. Ltd. is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17%.


	June 30, 2023			June 30, 2022
Loss before tax	$	16,791,770		$	1,076,823
Tax rate		17	%		17	%
Computed tax benefit (expense) at statutory tax rate		2,854,601			183,060
Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(2,236,523	)		—
Additional deduction for R&D expenses		—			11,680
Change in valuation allowance		(618,078	)		(194,740	)
Effect of preferential tax rates		—			—
Income tax expense (benefit)		—			—

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations for the years ended June 30, 2023 and 2022. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months.

As of June 30, 2023, Singapore tax returns for the years 2020 to 2023 are subject to examination by the tax authorities.


	June 30, 2023			June 30, 2022
Deferred tax assets
Net operating loss carry-forward	$	1,015,370		$	391,242
Capital allowance		4,805			3,253
Lease liabilities		35,657			6,185
Other provisions		22,470			22,471
Less: valuation allowance		(1,040,858	)		(415,300	)
Subtotal		37,444			7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets		(37,444	)		(7,851	)
Total deferred tax assets, net		—			—

The Company had net operating loss carried forward for tax purposes of approximately $5,972,000 as of June 30, 2023 and approximately $2,351,000 as of June 30, 2022, which may be carried forward indefinitely to offset future taxable income.


	June 30, 2023		June 30, 2022
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	415,300	$	220,560
Current year addition		625,558		194,740
Balance at the end of the year		1,040,858		415,300

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Deposit, Upfront Payments and Other Receivables

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Deposits [Abstract]

Deposit, Upfront Payments and Other Receivables

NOTE 4 – DEPOSIT, UPFRONT PAYMENTS AND OTHER RECEIVABLES

Deposit, upfront payments and other receivables consists of the following:


	December 31, 2023		June 30, 2023
Deposits	$	45,857	$	45,369
Upfront payments		78,151		47,161
Other receivables		60,360		12,030
Total	$	184,368	$	104,560

Deposit consists of the security deposit paid for lease of office, increased mainly due to foreign exchange.

Upfront payments as of December 31, 2023, and June 30, 2023, relates to the operating expenses paid in advance.

Other receivables relate to GST, franchise tax receivables and trust account receivables

NOTE 4 – DEPOSIT, UPFRONT PAYMENTS AND OTHER RECEIVABLES

Deposit, upfront payments and other receivables consists of the following:


	December 31, 2023		June 30, 2023
Deposits	$	45,857	$	45,369
Upfront payments		78,151		47,161
Other receivables		60,360		12,030
Total	$	184,368	$	104,560

Deposit consists of the security deposit paid for lease of office, increased mainly due to foreign exchange.

Upfront payments as of December 31, 2023, and June 30, 2023, relates to the operating expenses paid in advance.

Other receivables relate to GST receivables, franchise tax receivables, and trust account receivables.

Organization and Nature of Operations (Tables)

6 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Business Combination Transactions


	August 28, 2023
Cash - PNAC trust and cash, net of Redemptions	$	24,029,660
Gross cash proceeds resulting from the Business Combination		24,029,660
Less: combined company transaction costs		(755,872	)
Net cash proceeds from the Business Combination		23,273,788
Less: Prepayment Amount pursuant to Forward Purchase Transaction		(21,299,979	)
Less: Forward Purchase Transaction share consideration reimbursement and trading comissions		(1,201,348	)
Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount	$	772,462

Schedule Of Offering Of Subsidaries


Name	Background	Ownership	Principal of activity
noco-noco Pte. Ltd.	● A Singapore company ● Incorporated on July 25, 2019	100% owned by Prime Number New Sub Pte. Ltd.	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd.	● An Australia company ● Incorporated on January 19, 2021	52% owned by noco-noco Pte. Ltd.	Principally engaged in providing carbon credit related offerings
Prime Number Acquisition I Corp.	● A Delaware company ● Incorporated on February 25, 2021	100% owned by the Company	Dormant
Prime Number New Sub Pte. Ltd.	● A Singapore company ● Incorporated on January 25, 2023	100% owned by the Company	Dormant

Property and Equipment, Net - Additional Information (Details)	6 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 SGD ($)	Jun. 30, 2022 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2,696	$ 2,222		$ 4,855		$ 3,447
Purchased assets, Amount	0	5,735	$ 12,399	8,888	$ 5,345	$ 3,888
Disposal, Amount	$ 0	$ 703	$ 952	$ 703

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Scenario Previously Reported	Ordinary shares	Additional Paid in Capital	Prepaid Forward Contract	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Non-controlling Interest
Beginning balance, shares at Jun. 30, 2021			779,510
Beginning balance at Jun. 30, 2021	$ (1,241,661)		$ 78	$ 9,922		$ 23,259	$ (1,274,920)
Ordinary share for conversion of debt, shares			120,652,634
Ordinary share for conversion of debt, value	1,547,804		$ 12,065	1,535,739
Foreign currency translation adjustment	(14,143)					(14,143)
Net loss	(1,076,823)						(1,076,823)
Ending balance, shares at Jun. 30, 2022			121,432,144
Ending balance at Jun. 30, 2022	(784,823)		$ 12,143	1,545,661		9,116	(2,351,743)
Ordinary share for conversion of debt, shares			295,824
Ordinary share for conversion of debt, value	790,287		$ 29	790,258
Foreign currency translation adjustment	(15,837)	$ (15,836)				(15,836)
Net loss	(1,154,650)						(1,154,650)
Ending balance, shares at Dec. 31, 2022			121,727,968
Ending balance at Dec. 31, 2022	(1,165,022)		$ 12,172	2,335,919		(6,720)	(3,506,393)	$ 69
Beginning balance, shares at Jun. 30, 2022			121,432,144
Beginning balance at Jun. 30, 2022	(784,823)		$ 12,143	1,545,661		9,116	(2,351,743)
Capital contribution from non-controlling interest	67					(2)		69
Ordinary share for conversion of debt, shares			295,824
Ordinary share for conversion of debt, value	790,287		$ 29	790,258
Share issued under stock-based compensation, shares			5,071,886
Share issued under stock-based compensation, value	13,568,137		$ 507	13,567,630
Foreign currency translation adjustment	(460,152)					(460,152)
Net loss	(16,791,770)						(16,791,770)
Ending balance, shares at Jun. 30, 2023			126,799,854
Ending balance at Jun. 30, 2023	(3,678,254)		$ 12,679	15,903,549		(451,038)	(19,143,513)	69
Shares Issued for Commitment Shares Under Equity Line of Credit Arrangement, shares			2,994,012
Shares Issued for Commitment Shares Under Equity Line of Credit Arrangement, value	2,251,497		$ 299	2,251,198
Shares issued for PNCPS Compensation Shares			609,756
Shares issued for PNCPS Compensation Shares, value	1,060,975		$ 61	1,060,914
New share issuances, shares			3,015,437
New share issuances, value	23,273,789		$ 302	23,273,487
Reverse capitalisation of Prime Number Acquisition I Corp, shares			2,011,392
Reverse capitalisation of Prime Number Acquisition I Corp, value	(25,368,524)		$ 201	(4,068,746)	$ (21,299,979)
Foreign currency translation adjustment	(75,881)					(75,881)
Net loss	(8,257,402)						(8,257,402)
Ending balance, shares at Dec. 31, 2023			135,430,451
Ending balance at Dec. 31, 2023	$ (10,793,800)		$ 13,542	$ 38,420,402	$ (21,299,979)	$ (526,919)	$ (27,400,915)	$ 69

Organization and Nature of Operations - Schedule of Offering of Subsidaries - Paranthetical (Details)	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023
noco-noco Pte. Ltd.
Noncontrolling Interest [Line Items]
Entity Incorporation, Date of Incorporation	Jul. 25, 2019
Ownership percentage		100.00%
noco-noco Australia Pty. Ltd
Noncontrolling Interest [Line Items]
Entity Incorporation, Date of Incorporation	Jan. 19, 2021
Ownership percentage		52.00%
Prime Number Acquisition I Corp
Noncontrolling Interest [Line Items]
Entity Incorporation, Date of Incorporation	Feb. 25, 2021
Ownership percentage		100.00%
Prime Number New Sub Pte. Ltd
Noncontrolling Interest [Line Items]
Entity Incorporation, Date of Incorporation	Jan. 25, 2023
Ownership percentage		100.00%

Leases - Additional Information (Details)	6 Months Ended	12 Months Ended
Leases - Additional Information (Details)	Dec. 31, 2023	Jun. 30, 2023
Leases [Abstract]
Leases initial term description	Leases with an initial term of 12 months or less are not recorded on the balance sheet.	Leases with an initial term of 12 months or less are not recorded on the balance sheet.
Lease terms		3 years
Operating lease, option to renew description	The lease has varying terms, escalation clauses and run for a period of three years with an option to renew the lease after that term.	The lease has varying terms, escalation clauses and run for a period of three years with an option to renew the lease after that term.
Operating lease, option to renew	true	true
Operating lease discounted lease payments using estimated borrowing rate	5.25%	5.25%

Income Tax - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax [Line Items]
Statutory tax rate	17.00%	17.00%	17.00%	17.00%
Provision for income taxes			$ 0
Unrecognized uncertain tax positions	$ 0	$ 0	0	$ 0
Amount of liability, interest or penalties related to uncertain tax positions accrued			0	0
Net operating loss carried forward	$ 52,000		$ 5,972,000	$ 2,351,000
Inland Revenue, Singapore (IRAS)
Income Tax [Line Items]
Statutory tax rate	17.00%		17.00%
Provision for income taxes	$ 0
Years subject to examination by tax authorities	2020 2021 2022 2023		2020 2021 2022 2023
Australian Taxation Office
Income Tax [Line Items]
Statutory tax rate	25.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Liquidity and Going Concern

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Liquidity and Going Concern [Abstract]

Liquidity and Going Concern

NOTE 2 – LIQUIDITY AND GOING CONCERN

As of December 31, 2023 and June 30, 2023, the Company had an accumulated deficit of $27,400,915 and $19,143,513 respectively. The Company incurred net loss of $8,257,402 and $1,154,650 for the six months ended December 31, 2023 and 2022, respectively. The cash used in operating activities for the financial periods ended December 31, 2023 and 2022, was $2,643,587 and $1,341,532, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund its general operations and capital expansion needs. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of December 31, 2023, the Company’s balance of cash and cash equivalents was $25,384. In addition, up to December 31, 2023, the immediate holding Company, 3DOM Alliance Inc, has extended the Promissory Note for the Company with a principal amount up to $6,022,258 (S$8,000,000) and the Company has drawdown of $5,081,684 (S$6,768,239) from 3DOM Alliance Inc.

Moreover, 3DOM Alliance Inc will not demand for payment on the amounts owing by the Company for at least the next twelve months from the issuance of the financial statements.

Furthermore, on August 14, 2023, we entered into a purchase agreement with Arena Business Solutions Global SPC II, Ltd. (“Arena”) as amended from time to time, (the “Purchase Agreement”), pursuant to which, we have the right to sell to Arena up to $150,000,000 of PubCo’s Ordinary Shares, subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the 36-month term of the Purchase Agreement. However, it is uncertain how much can be raised from the new share issuances to Arena in the next twelve months, as it is dependent on the Company's Ordinary Shares daily trading volumes and transacted prices.

There is no assurance that the plans will be successfully implemented. If the Company fails to achieve these goals, the Company may need additional financing to repay debt obligations and execute its business plan, and the Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Company is unsuccessful in increasing its gross profit margin and reducing operating losses, the Company may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Company’s business, financial condition and results of operations and may materially adversely affect its ability to continue as a going concern.

The financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

NOTE 2 – LIQUIDITY AND GOING CONCERN

As of June 30, 2023 and 2022, the Company had an accumulated deficit of $19,143,513 and $2,351,743 respectively. The Company incurred net loss of $16,791,770 and $1,076,823 for the financial years ended June 30, 2023 and 2022, respectively. The cash used in operating activities for the financial year ended June 30, 2023 and 2022, was $2,982,778 and $805,177, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund its general operations and capital expansion needs. The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of June 30, 2023, the Company’s balance of cash and cash equivalents was $17,789. In addition, up to June 30, 2023, the immediate holding Company, 3DOM Alliance Inc, has extended the Promissory Note for the Company with a principal amount up to $6,022,258 (S$8,000,000) and the Company has drawdown of $3,572,358 (S$4,809,164) from 3DOM Alliance Inc. Moreover, 3DOM Alliance Inc will not demand for payment on the amounts owing by the Company for at least the next twelve months from the issuance of the financial statements.

Furthermore, on August 14, 2023, PubCo entered into a purchase agreement with Arena Business Solutions Global SPC II, Ltd. (“Arena”) as amended from time to time, (the “Purchase Agreement”), pursuant to which, PubCo have the right to sell to Arena up to $150,000,000 of PubCo’s Ordinary Shares, subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the 36-month term of the Purchase Agreement. However, it is uncertain how much can be raised from the new share issuances to Arena in the next twelve months, as it is dependent on the PubCo’s Ordinary Shares daily trading volumes and transacted prices.

Subsequent Events - Additional Information (Details) - USD ($)

12 Months Ended

Jul. 26, 2024

Jul. 02, 2024

Apr. 22, 2024

Mar. 28, 2024

Mar. 26, 2024

Mar. 19, 2024

Jan. 02, 2024

Oct. 26, 2023

Oct. 23, 2023

Oct. 12, 2023

Oct. 10, 2023

Aug. 17, 2023

Aug. 14, 2023

Aug. 13, 2023

Jul. 14, 2023

Jun. 30, 2023

Dec. 31, 2023

Aug. 25, 2023

Dec. 28, 2022

Jun. 30, 2022

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 12,679

^[1]

$ 13,542

^[1]

$ 12,143

Common stock, shares issued

126,799,854

135,430,451

121,432,144

Description of commitment fee shares

(A) the per Ordinary Share price, which price will be equal to the simple average of the daily VWAP of our Ordinary Shares during the ten trading days immediately preceding the effectiveness of the Registration Statement (the “Commitment Fee Share Price”) and (B) the lower of (i) the simple average of the three lowest intraday trade prices over the 20 trading days after (and not including) the date of effectiveness of the Registration Statement and (ii) the closing price on the 20th trading day after the effectiveness of the Registration Statement.

Business Combination Agreement

Subsequent Event [Line Items]

Common stock, shares issued

609,756

Maximum | ELOC Purchase Agreement

Subsequent Event [Line Items]

Common stock value

$ 150,000,000

Class A Common Stock

Subsequent Event [Line Items]

New ordinary shares issued

1,999,998

Subsequent Event

Subsequent Event [Line Items]

Trading-day moving average

the average of 30 trading-day moving average and 50 trading-day moving average

average of 30 trading-day moving average and 50 trading-day moving average

Subsequent Event | Box Capital Inc

Subsequent Event [Line Items]

Number of ordinary shares issued as a part of compensation

400,000

Shares consideration amount

$ 100,000

Subsequent Event | 3DOM Alliance

Subsequent Event [Line Items]

Price per share

$ 0.1785

New ordinary shares issued

28,700,000

Ordinary shares issued for conversion of debt, value

$ 5,100,000

Subsequent Event | Meteora Capital Partners LP

Subsequent Event [Line Items]

Restricted ordinary shares issued

3,000,000

Business combination by offset sellers prepayment amended amount

$ 500,000

Subsequent Event | Future Science Research Inc

Subsequent Event [Line Items]

Shares consideration amount

$ 1,032,584

Price per share

$ 0.1656

New ordinary shares issued

6,235,410

Subsequent Event | GEE Strategy Revitalize Japan Limited

Subsequent Event [Line Items]

Shares consideration amount

$ 1,603,891.22

Price per share

$ 0.1785

New ordinary shares issued

8,985,385

Subsequent Event | Forward Purchase Agreement

Subsequent Event [Line Items]

Common stock, shares issued

3,000,000

Recycled shares acquired

1,999,998

Trading days after amendment date

30 days

Prepayment fee

$ 500,000

Subsequent Event | ELOC Purchase Agreement

Subsequent Event [Line Items]

Common stock, shares issued

5,519,847

150,000,000

Stock Issued During Period, Shares, Restricted Stock Award, Gross

2,994,012

Agreement term

36 months

Number of ordinary shares

$ 3,000,000

Subsequent Event | Payoff Letter Agreement

Subsequent Event [Line Items]

Deferred underwriting fee

$ 2,257,500

Advisory fee

$ 500,000

Subsequent Event | Directors and executive officers

Subsequent Event [Line Items]

Restricted ordinary shares issued

873,149

1,542,073

Price per share

$ 0.1785

Subsequent Event | Maximum | ELOC Purchase Agreement

Subsequent Event [Line Items]

Common stock value

$ 150,000,000

Subsequent Event | Class A Common Stock | Maximum | Forward Purchase Agreement

Subsequent Event [Line Items]

Shares issued, price per share

$ 0.0001

Common stock, shares issued

2,000,000

Prime Number Capital LLC | Subsequent Event | Business Combination Agreement

Subsequent Event [Line Items]

Common stock, shares issued

609,756

Noco-tech | Subsequent Event | Sales and Purchase Agreement

Subsequent Event [Line Items]

Shares issued, price per share

$ 2

Noco-tech | Subsequent Event | Maximum | Sales and Purchase Agreement

Subsequent Event [Line Items]

Shares issued

25,000,000

Prime Number Acquisition I Corp

Subsequent Event [Line Items]

Common stock, shares issued

126,799,854

Prime Number Acquisition I Corp | Subsequent Event

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 1,350,000,000

Prime Number Acquisition I Corp | Subsequent Event | Maximum | FPA Funding PIPE Subscription Agreement

Subsequent Event [Line Items]

Common stock, shares issued

2,000,000

Prime Number Acquisition I Corp | Subsequent Event | Third Monthly Extension Payment

Subsequent Event [Line Items]

Debt instrument issued, amount

$ 125,000

Debt instrument, convertible, conversion price

$ 10

Prime Number Acquisition I Corp | Subsequent Event | Forth Monthly Extension Payment

Subsequent Event [Line Items]

Debt instrument issued, amount

$ 125,000

Debt instrument, convertible, conversion price

$ 10

Prime Number Acquisition I Corp | Subsequent Event | Class A Common Stock

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Prime Number Acquisition I Corp | Subsequent Event | Class B Common Stock

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

[1]	* Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

Standby Equity Purchase Agreement

6 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Standby Equity Purchase Agreement

NOTE 12 – STANDBY EQUITY PURCHASE AGREEMENT

On August 14, 2023, we have entered into a purchase agreement (the “ELOC Purchase Agreement”, or “SEPA”) with ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SGREGATED PORTFOLIO #9 – SPC #9 (“Arena”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Arena up to $150,000,000 of shares of its common stock at the Company’s request at any time during the commitment period, which commenced on August 28, 2023.

The Company evaluated the contract includes the right to require Arena to purchase shares of common stock in the future ("put right") considering the guidance in ASC 815-40, Derivatives and Hedging - Contracts on an Entity's Own Equity and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the freestanding put right and had concluded that it has an immaterial value as of December 31, 2023.

Pursuant to the terms and conditions set forth in the SEPA, we have elected and issued 2,994,012 Ordinary Shares to Arena on October 12, 2023 as consideration for its irrevocable commitment to purchase shares of common stock. We will further issue 5,519,847 Ordinary Shares to Arena under the true-up arrangement. These remaining 5,519,847 Ordinary Shares are payable to Arena in lieu of cash and are subjected to fair value accounting upon the date where the true-up is recognized. The fair value of these shares of $3,274,325 was recorded as other expense in the consolidated statements of operations and comprehensive loss for the period ended December 31, 2023.

For the period ended December 31, 2023, we have not issued and raised any funds from the SEPA.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development				$ 137,412
Selling, general and administrative expenses	$ 8,310,160	$ 1,189,696	$ 16,840,854	951,239
Total operating expenses	8,310,160	1,189,696	16,840,854	1,088,651
Loss from operations	(8,310,160)	(1,189,696)	(16,840,854)	(1,088,651)
Other income/(expense):
Other income	5,062	26,987	36,439	11,792
Other expense		(256)	(256)
Foreign exchange gain	47,696	8,315	12,901	36
Total other income	52,758	35,046	49,084	11,828
Income (loss) before income taxes	(8,257,402)	(1,154,650)	(16,791,770)	(1,076,823)
Income tax expense			0
Net loss	(8,257,402)	(1,154,650)	(16,791,770)	(1,076,823)
Other comprehensive (loss)/income:
Foreign currency translation adjustment	(75,881)	(15,837)	(460,152)	(14,143)
Comprehensive loss	$ (8,333,283)	$ (1,170,487)	$ (17,251,922)	$ (1,090,966)
Weighted average shares outstanding, basic	129,386,413	121,566,683	123,964,463	83,748,856
Weighted average shares outstanding, diluted	129,386,413	121,566,683	123,964,463	83,748,856
Basic net income (loss) per share	$ (0.06)	$ (0.01)	$ (0.14)	$ (0.01)
Diluted net income (loss) per share	$ (0.06)	$ (0.01)	$ (0.14)	$ (0.01)

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details)	Dec. 31, 2023	Jun. 30, 2023
Office Equipment
Property, Plant and Equipment [Line Items]
Useful lives	5 years	5 years

Immediate Holding Company Balances

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Immediate Holding Company Balances

NOTE 8 – IMMEDIATE HOLDING COMPANY BALANCES

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

Directors’ remuneration

The Directors’ remuneration for the financial periods ended December 31, 2023, and June 30, 2023 as follow:


	For the six months ended December 31
	2023		2022
Teo Lai Wah, Timothy	$	36,893	$	16,548
Heizo Takenaka		30,000		—
Jean-François Raymond Roger Minier		17,333		—
Minoru Tanaka		17,500		—
Noriyoshi Suzuki		17,500		—
Masataka Matsumura		93,172		—
Mari Matsushita		85,561		—
Yuta Akakuma		50,647		—
Goh Chao Kuang		—		66,136
Hilda Sin Mei Fong		—		31,659
Total	$	348,607	$	114,343

Amounts due to immediate holding company

As of December 31, 2023, and June 30, 2023, the Company reported amounts due to immediate holding company, 3DOM Alliance Inc. of amount $5,081,684 and $3,572,358, respectively. These amounts have been reclassified and retrospectively applied to non-current liabilities as the liabilities is expected to be settled over a longer-term horizon from the nature of the promissory note.

The transactions amount due to an immediate holding company are as of the following:


	December 31, 2023		June 30, 2023
Beginning of	$	3,572,358	$	974,632
Advances for operation and administration expenses		882,339		2,079,901
Expenses paid on behalf of Company		626,987		1,308,112
Ordinary shares issued for conversion of debt		—		(790,287	)
Period ended	$	5,081,684	$	3,572,358

On January 23, 2023. 3DOM Alliance Inc. issued an amendment of the Original Promissory Note (“First Amendment to Original Promissory Note”) extending the principal amount up to S$3,000,000 to the Company. There is no other change in terms and conditions to the Original Promissory Note.

On February 6, 2023. 3DOM Alliance Inc. further issued an amendment of the Original Promissory Note (“Second Amendment to Original Promissory Note”) extending the principal amount up to S$8,000,000 to the Company. There is no other change in terms and conditions to the Original Promissory Note. The promissory is interest free and 3DOM Alliance Inc will not demand any payment for at least the next twelve months from the issuance of the financial statements (refer to Note 2).

NOTE 8 – IMMEDIATE HOLDING COMPANY BALANCES

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

Directors’ remuneration

The Directors’ remuneration for the financial years ended June 30, 2023 and 2022 as follow:


	June 30, 2023		June 30, 2022
Andrew Khine	$	—	$	68,242
Shusuke Oguro		—		76,222
Hiroshi Ilzuka		—		41,857
Teo Lai Wah, Timothy		33,002		27,580
Goh Chao Kuang		49,693		—
Hilda Sin Mei Fong		58,125		—
Total	$	140,820	$	213,901

Amounts due to immediate holding company

As of June 30, 2023 and 2022, the Company reported amounts due to immediate holding company, 3DOM Alliance Inc. of amount $3,572,358 and $974,632, respectively. These amounts have been reclassified and retrospectively applied to non-current liabilities as the liabilities is expected to be settled over a longer-term horizon from the nature of the promissory note.

The transactions amount due to an immediate holding company are as of the following:


	June 30, 2023			June 30, 2022
Beginning of the year July 1	$	974,632		$	1,531,488
Advances for operation and administration expenses		2,079,901			873,066
Expenses paid on behalf of Company		1,308,112			117,882
Ordinary shares issued for conversion of debt		(790,287	)		(1,547,804	)
Year ended June 30	$	3,572,358		$	974,632

On July 15, 2022, the Company agreed with 3DOM Alliance Inc. to convert the debt amounting to $790,287 (S$1,100,000) into ordinary shares of the Company at $1,041 per share. The Company issued 759 shares of ordinary shares on July 18, 2022.

On February 2, 2023, the Company requested an additional drawdown of S$2,980,000 of which 3DOM Alliance Inc. split the amount into two tranches. The Company received S$1,370,000 on February 3, 2023 and S$1,610,000 on February 6, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Prepaid Forward Contract Equity

6 Months Ended

Dec. 31, 2023

Derivative [Abstract]

Prepaid Forward Contract Equity

NOTE 11 – PREPAID FORWARD CONTRACT EQUITY

As discussed in Note 1, Prior to the Closing of the Business Combination, on August 13, 2023, PNAC entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased approximately 1,999,998 shares of PNAC’s Class A common stock in exchange for the Prepayment Amount of $21,299,979, which was paid out of the funds received by the Company from PNAC's trust account and will be held in a deposit account for the benefit of the Seller until the Valuation Date.

“Valuation Date” will be the earlier to occur of (a) the date that is two (2) years after the date of the closing of the Business Combination (the date of the closing of the Business Combination, the “Closing Date”) pursuant to the Business Combination Agreement, (b) the date specified by the Investor in a written notice to be delivered to the Counterparty at the Investor’s discretion (which Valuation Date will not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date specified by the Investor in a written notice to be delivered to the Counterparty at the Investor’s sole discretion (which Valuation Date will not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from the Investor to the Counterparty in accordance with the Forward Purchase Agreement.

Organization and Nature of Operations - Summary of Business Combination Transactions (Details)	Aug. 28, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash - PNAC trust and cash, net of Redemptions	$ 24,029,660
Gross cash proceeds resulting from the Business Combination	24,029,660
Less: combined company transaction costs	(755,872)
Net cash proceeds from the Business Combination	23,273,788
Less: Prepayment Amount pursuant to Forward Purchase Transaction	(21,299,979)
Less: Forward Purchase Transaction share consideration reimbursement and trading comissions	(1,201,348)
Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount	$ 772,462

Property and Equipment, Net (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2022		19,131			19,131
Additions		5,735			5,735
Disposal		(703	)		(703	)
Effects of movements in exchange rates		1,079			1,079
At December 31, 2022		25,242			25,242
At July 1, 2023		28,264			28,264
Effects of movements in exchange rates		304			304
At December 31, 2023		28,568			28,568
Accumulated depreciation
At July 1, 2022		8,522			8,522
Depreciation for the year		2,222			2,222
Disposal		(443	)		(443	)
Effects of movements in exchange rates		347			347
At December 31, 2022		10,648			10,648
At July 1, 2023		13,273			13,273
Depreciation for the year		2,696			2,696
Effects of movements in exchange rates		304			304
At December 31, 2023		16,273			16,273
Carrying amounts
At July 1, 2022	$	10,609		$	10,609
At December 31, 2022	$	14,594		$	14,594
At July 1, 2023	$	14,991		$	14,991
At December 31, 2023	$	12,295		$	12,295

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2021	$	15,453			15,453
Additions		3,888			3,888
Effects of movements in exchange rates		(210	)		(210	)
At June 30, 2022		19,131			19,131
Additions		8,888			8,888
Disposal		(703	)		(703	)
Effects of movements in exchange rates		948			948
At June 30, 2023		28,264			28,264
Accumulated depreciation
At July 1, 2021	$	5,209			5,209
Depreciation for the year		3,447			3,447
Effects of movements in exchange rates		(132	)		(132	)
At June 30, 2022		8,524			8,524
Depreciation for the year		4,855			4,855
Disposal		(442	)		(442	)
Effects of movements in exchange rates		336			336
At June 30, 2023		13,273			13,273
Carrying amounts
At July 1, 2021	$	10,244		$	10,244
At June 30, 2022	$	10,607		$	10,607
At June 30, 2023	$	14,991		$	14,991

Prepaid Forward Contract Equity - Additional Information (Details) - USD ($)	Aug. 13, 2023	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Summary of Investment Holdings [Line Items]
Common stock, shares issued		135,430,451	126,799,854	121,432,144
PNAC [Member] \| Class A Common Stock
Summary of Investment Holdings [Line Items]
Proceeds from Common Stock Purchase Agreement	$ 21,299,979
Forward Purchase Agreement \| PNAC [Member] \| Class A Common Stock
Summary of Investment Holdings [Line Items]
Common stock, shares issued	1,999,998

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Summary of Minimum Lease Payments for Operating Lease Liabilities Quarterly (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 126,624	$ 173,045
2025		36,700
Total operating lease payment	$ 126,624	$ 209,745

Promissory Note - Prime Number Acquisition I Corp - Additional Information (Details) - USD ($)	Jun. 14, 2023	May 17, 2023	Dec. 31, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Promissory note				$ 333,594
Prime Number Acquisition I Corp
Debt Instrument [Line Items]
Promissory note			$ 583,594	$ 333,594
Prime Number Acquisition I Corp \| First Monthly Extension Payment
Debt Instrument [Line Items]
Debt instrument issued, amount		$ 208,594
Percentage of registration fee for filing registration statement/proxy statement		50.00%
Debt instrument, convertible, conversion price		$ 10
Prime Number Acquisition I Corp \| Second Monthly Extension Payment
Debt Instrument [Line Items]
Debt instrument issued, amount	$ 125,000
Debt instrument, convertible, conversion price	$ 10

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

Income Tax - Summary of Valuation Allowance (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Valuation Allowance [Abstract]
Balance at the beginning of the year	$ 1,040,858	$ 415,300	$ 220,560
Current year addition	496,373	625,558	194,740
Balance at the end of the year	$ 1,537,231	$ 1,040,858	$ 415,300

Leases (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Leases [Abstract]

Summary of Information Pertaining to Lease Amounts in Financial Statements

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	December 31, 2023		June 30, 2023
Assets:
ROU asset	$	135,304	$	220,261
Liabilities:
Current:
Operating lease liabilities	$	125,692	$	173,045
Non-current
Operating lease liabilities		—		36,700
Total lease liabilities	$	125,692	$	209,745

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	June 30, 2023		June 30, 2022
Assets:
ROU asset	$	220,261	$	44,925
Liabilities:
Current:
Operating lease liabilities	$	173,045	$	36,385
Non-current
Operating lease liabilities		36,700		—
Total lease liabilities	$	209,745	$	36,385

Summary of Minimum Lease Payments for Operating Lease Liabilities

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended December 31, 2023:


	Operating leases
2024	$	126,624
2025		—
Total operating lease payment	$	126,624

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended June 30:


	Operating leases
2023	$	173,045
2024		36,700
2025		—
Total operating lease payment	$	209,745

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Loss before tax	$ 8,257,402	$ 1,154,650	$ 16,791,770	$ 1,076,823
Tax rate	17.00%	17.00%	17.00%	17.00%
Computed tax benefit (expense) at statutory tax rate	$ 1,403,758	$ 196,291	$ 2,854,601	$ 183,060
Tax effect of non-deductible or taxable items:
Share-based compensation expenses	265,366		(2,236,523)
Income Tax Reconciliation Nondeductible Expense Commitment Fee	(556,635)
Additional deduction for R&D expenses				11,680
Non-taxable Income		(26,987)
Change in valuation allowance	$ (581,757)	$ (223,278)	(618,078)	$ (194,740)
Income tax expense			$ 0

Organization and Nature of Operations - Additional Information (Details) - USD ($)

Aug. 13, 2023

Dec. 31, 2023

Aug. 25, 2023

Jun. 30, 2023

Dec. 28, 2022

Jun. 30, 2022

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 13,542

^[1]

$ 12,679

^[1]

$ 12,143

Forward purchase receivable

$ 21,299,979

Class A Common Stock

Organization and Nature of Operations [Line Items]

New share issuances, shares

1,999,998

Forward purchase shares

$ 10.65

Prime Number Acquisition I Corp | Subsequent Event

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 1,350,000,000

Prime Number Acquisition I Corp | Subsequent Event | Class A Common Stock

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Prime Number Acquisition I Corp | Subsequent Event | Class B Common Stock

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

[1]	* Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

Liquidity and Going Concern - Additional Information (Details)

6 Months Ended

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2022

USD ($)

Dec. 31, 2023

SGD ($)

Dec. 31, 2023

USD ($)

Aug. 14, 2023

USD ($)

Jun. 30, 2023

SGD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2021

USD ($)

Liquidity and Going Concern [Line Items]

Accumulated deficit

$ (2,351,743)

$ (27,400,915)

$ (19,143,513)

Net loss

$ (8,257,402)

$ (1,154,650)

$ (16,791,770)

(1,076,823)

Net cash used in operations

$ (2,643,587)

$ (1,341,532)

$ (2,982,778)

(805,177)

Cash and cash equivalents

81,626

25,384

17,789

Common stock value

12,143

13,542

^[1]

12,679

^[1]

Maximum | ELOC Purchase Agreement

Liquidity and Going Concern [Line Items]

Common stock value

$ 150,000,000

Maximum | ELOC Purchase Agreement | Subsequent Event

Liquidity and Going Concern [Line Items]

Common stock value

$ 150,000,000

3DOM Alliance Inc.

Liquidity and Going Concern [Line Items]

Amounts due to immediate holding company

$ 974,632

$ 6,768,239

5,081,684

$ 4,809,164

3,572,358

$ 1,531,488

3DOM Alliance Inc. | Maximum

Liquidity and Going Concern [Line Items]

Principal amount of note issued

$ 8,000,000

$ 6,022,258

$ 8,000,000

$ 6,022,258

[1]	* Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

Immediate Holding Company Balances (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Schedule of Directors' Remuneration

The Directors’ remuneration for the financial periods ended December 31, 2023, and June 30, 2023 as follow:


	For the six months ended December 31
	2023		2022
Teo Lai Wah, Timothy	$	36,893	$	16,548
Heizo Takenaka		30,000		—
Jean-François Raymond Roger Minier		17,333		—
Minoru Tanaka		17,500		—
Noriyoshi Suzuki		17,500		—
Masataka Matsumura		93,172		—
Mari Matsushita		85,561		—
Yuta Akakuma		50,647		—
Goh Chao Kuang		—		66,136
Hilda Sin Mei Fong		—		31,659
Total	$	348,607	$	114,343

The Directors’ remuneration for the financial years ended June 30, 2023 and 2022 as follow:


	June 30, 2023		June 30, 2022
Andrew Khine	$	—	$	68,242
Shusuke Oguro		—		76,222
Hiroshi Ilzuka		—		41,857
Teo Lai Wah, Timothy		33,002		27,580
Goh Chao Kuang		49,693		—
Hilda Sin Mei Fong		58,125		—
Total	$	140,820	$	213,901

Schedule of Amounts Due to Immediate Holding Company

The transactions amount due to an immediate holding company are as of the following:


	December 31, 2023		June 30, 2023
Beginning of	$	3,572,358	$	974,632
Advances for operation and administration expenses		882,339		2,079,901
Expenses paid on behalf of Company		626,987		1,308,112
Ordinary shares issued for conversion of debt		—		(790,287	)
Period ended	$	5,081,684	$	3,572,358

The transactions amount due to an immediate holding company are as of the following:


	June 30, 2023			June 30, 2022
Beginning of the year July 1	$	974,632		$	1,531,488
Advances for operation and administration expenses		2,079,901			873,066
Expenses paid on behalf of Company		1,308,112			117,882
Ordinary shares issued for conversion of debt		(790,287	)		(1,547,804	)
Year ended June 30	$	3,572,358		$	974,632

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Estimated Useful Lives

The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Deposit, Upfront Payments and Other Receivables (Tables)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Deposits [Abstract]

Summary of Deposit, Upfront Payments and other Receivables

Deposit, upfront payments and other receivables consists of the following:


	December 31, 2023		June 30, 2023
Deposits	$	45,857	$	45,369
Upfront payments		78,151		47,161
Other receivables		60,360		12,030
Total	$	184,368	$	104,560

Deposit, upfront payments and other receivables consists of the following:


	December 31, 2023		June 30, 2023
Deposits	$	45,857	$	45,369
Upfront payments		78,151		47,161
Other receivables		60,360		12,030
Total	$	184,368	$	104,560

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (8,257,402)	$ (1,154,650)	$ (16,791,770)	$ (1,076,823)
Adjustments for reconcile net loss to net cash used in operating activities:
Depreciation	2,696	2,222	4,855	3,447
Stock-based compensation	0	0	13,568,137
Loss on disposal of property and equipment	0	257	256
Changes in operating assets and liabilities:
Inventories	0	0		163,259
Deposit, upfront payments and other receivables	(79,808)	(200,363)	(2,805)	(18,878)
Accruals and other payables	3,098,928	14,039	574,119	121,253
Due from promissory note	333,594	0	(333,594)
Operating lease liabilities	904	(3,037)	(1,976)	2,565
Defered underwriting fee payable	2,257,500	0
Net cash used in operations	(2,643,587)	(1,341,532)	(2,982,778)	(805,177)
Cash flows from investing activities
Purchase of property and equipment	0	(5,735)	(5,735)	(3,888)
Effect of reverse capitalisation of PNAC	1,217,737	0
Cash generated/(used) in investing activities	1,217,737	(5,735)	(5,735)	(3,888)
Cash flows from financing activities
Capital contribution from non-controlling interest	0	0	67
Proceeds from immediate holding company	1,509,326	1,496,657	3,388,520	873,066
Cash generated from financing activities	1,509,326	1,496,657	3,388,587	873,066
Increase/(decrease) in cash and cash equivalents	83,476	149,390	400,074	64,001
Effect of exchange rate changes	(75,881)	(16,567)	(463,911)	(14,065)
Cash and cash equivalents at beginning of period	17,789	81,626	81,626	31,690
Cash and cash equivalents at end of period	25,384	214,449	17,789	81,626
Cash paid during the period for:
Interest	0	0
Supplemental disclosure of non-cash investing and financing information:
Issuance of ordinary shares for commitment fee	2,251,497	0
Issuance of ordinary shares for conversion of debt	$ 0	$ 790,287	$ 790,287	$ 1,547,804

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Ordinary Stock, Par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary stock, shares, issued	135,430,451	126,799,854	121,432,144
Ordinary Stock, Shares, Outstanding	135,430,451	126,799,854	121,432,144

Commitments and Contingencies

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 13 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2023 and through August 16, 2024, the date the financial statements were available to be issued.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Shareholder's Equity

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Shareholder's Equity

NOTE 9 – SHAREHOLDERS’ EQUITY

The Company was incorporated on December 28, 2022 with having authorized 500,000,000, ordinary shares with par value of $0.0001 each.

Pursuant to the Business Combination Agreement, upon the consummation of the Share Exchange, New SubCo acquired all the outstanding shares of noco-noco from the Sellers, in exchange, the Seller received such number of newly issued PubCo Ordinary Share that amounted to 126,799,854, the remaining PNAC shareholders received 2,011,392 of Ordinary Shares, 2,209,188 Ordinary Shares issued upon the conversion of PNAC non-redeeming shares, and 806,250 Ordinary Shares issued upon the conversion of PNAC Right Shares.

In connection with the Business Combination Advisory Engagement, upon the consummation of the Business Combination, noco-noco Inc issued 609,756 Ordinary Shares in rendering their services.

On October 12, 2023 pursuant to the terms and conditions set forth in the SEPA, we elected and issued 2,994,012 Ordinary Shares to Arena as consideration for its irrevocable commitment to purchase shares of common stock. See Note 12 for further details.

The consolidated financial statements for the six months ended and as of December 31, 2023 and 2022 were prepared on a retroactive basis to reflect the Group’s consummation of the business combination. The number of shares and net loss per share information is presented as if the consummation took place at the beginning of the period presented.

As of December 31, 2023, and June 30, 2023, the Company had shares 135,430,451 and 126,799,854 shares of ordinary shares issued, respectively.

NOTE 9 – SHAREHOLDERS’ EQUITY

The Company was incorporated on December 28, 2022 with having authorized 500,000,000 ordinary shares with par value of $0.0001 each. Pursuant to the Business Combination Agreement, upon the consummation of the Share Exchange, New SubCo acquired all the outstanding shares of noco-noco from the Sellers, in exchange, the Seller received such number of newly issued PubCo Ordinary Share that amounted to 126,799,854.

On July 18, 2022, the Company issued 295,824 shares of ordinary shares to 3DOM Alliance Inc. in connection with the conversion of debt (refer to Note 7).

On January 19, 2023, the Company granted 5,071,886 shares to Gregory Hannan and Arun Ramachandran (“Gregory and Arun”) during the incorporation of noco-noco Australia Pty Ltd (“noco-noco Australia) and recognized the stock-based compensation expenses as a settlement of their management expertise in the generation of carbon credits. The Company entered into a Share Swap Agreement (“Share Swap”) on July 19, 2022 with Hop2it Holdings Pte. Ltd. (“Hop2it”) and its two shareholders, Gregory and Arun for the purpose of establishing a carbon abatement management business under Hop2it. In this Share Swap, Gregory and Arun transferred 42% and 10% of their respective Hop2it shares in exchange for 3.2% and 0.8% shares in the Company. This resulted the Company to own 52% interest in Hop2it while the Gregory and Arun own 38% and 10% respectively. Subsequent to the Share Swap, on December 27, 2022, the Company together with Hop2it, Gregory and Arun entered into a Restructuring Deed as all parties have decided to carry out the carbon abatement management business through a newly incorporated entity, noco-noco Australia, instead of Hop2it. This was done by the Restructuring Deed specifying that all future potential economic benefits of the carbon abatement management business of Hop2it (represented by the gross proceeds of potential future sales of carbon credits by Hop2it from anticipated issuance of such credits by regulators in Australia and Papua New Guinea; and the expertise and network of potential clients) are to be assigned to noco-noco Australia. The fair value of the ordinary shares was determined by obtaining quoted prices over-the-counter market based on the latest transacted price of the Company shares that were sold.

The consolidated financial statements for the years ended and as of June 30, 2023 and 2022 were prepared on a retroactive basis to reflect the Group’s consummation of the business combination. The number of shares and net loss per share information is presented as if the consummation took place at the beginning of the period presented.

As of June 30, 2023 and 2022, the Company had 126,799,854 shares and 121,432,144 shares of ordinary shares issued, respectively.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($)

Dec. 31, 2023

Jun. 30, 2023

Jun. 30, 2022

Current assets

Cash and cash equivalents

$ 25,384

$ 17,789

$ 81,626

Deposit, upfront payments and other receivables

184,368

104,560

102,263

Promissory note - Prime Number Acquisition I Corp.

333,594

Total current assets

209,752

455,943

183,889

Non-current assets

Property and equipment, net

12,295

14,991

10,609

Right of use assets - operating lease, net

135,304

220,261

44,925

Total assets

357,351

691,195

239,421

Current liabilities

Accruals and other payables

3,686,274

587,346

13,227

Operating lease liability - current

125,692

173,045

36,385

Total current liabilities

3,811,966

760,391

49,612

Non-current liabilities

Amount due to immediate holding company

5,081,684

3,572,358

974,632

Operating lease liability - non-current

36,700

Deferred underwriting fee payable

2,257,500

Total liabilities

11,151,150

4,369,449

1,024,244

Shareholders' equity

Common stock

13,542

^[1]

12,679

^[1]

12,143

Additional paid-in capital

38,420,402

15,903,549

1,545,661

Prepaid forward contract equity

(21,299,979)

Accumulated deficit

(27,400,915)

(19,143,513)

(2,351,743)

Accumulated other comprehensive income

(526,919)

(451,038)

9,116

Total Stockholders Equity (Deficit)

(10,793,869)

(3,678,323)

(784,823)

Non-controlling interest

Total shareholders' equity

(10,793,800)

(3,678,254)

(784,823)

Total Liabilities, Redeemable Common Stock and Stockholders Equity (Deficit)

$ 357,351

$ 691,195

239,421

Scenario Previously Reported

Non-current assets

Property and equipment, net

$ 10,607

[1]	* Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Deferred tax assets
Net operating loss carry-forward	$ 1,538,865	$ 1,015,370		$ 391,242
Capital allowance	0	4,805		3,253
Lease liabilities	21,368	35,657		6,185
Other provisions		22,470		22,471
Less: valuation allowance	(1,537,231)	(1,040,858)	$ (1,040,858)	(415,300)	$ (220,560)
Subtotal	23,002	37,444		7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets	(23,002)	$ (37,444)		$ (7,851)
Total deferred tax asset (liability)	$ (23,002)

Immediate Holding Company Balances - Schedule of Amounts Due to Immediate Holding Company (Details) - 3DOM Alliance Inc.			6 Months Ended		12 Months Ended
	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Beginning balance					$ 974,632	$ 1,531,488
Advances for operation and administration expenses				$ 882,339	2,079,901
Expenses paid on behalf of Company				626,987	1,308,112	117,882
Ordinary shares issued for conversion of debt	$ (1,100,000)	$ (790,287)			(790,287)	(1,547,804)
Ended balance			$ 4,809,164	$ 3,572,358	$ 3,572,358	974,632
Scenario Previously Reported
Related Party Transaction [Line Items]
Advances for operation and administration expenses						$ 873,066

Property and Equipment, Net

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2022		19,131			19,131
Additions		5,735			5,735
Disposal		(703	)		(703	)
Effects of movements in exchange rates		1,079			1,079
At December 31, 2022		25,242			25,242
At July 1, 2023		28,264			28,264
Effects of movements in exchange rates		304			304
At December 31, 2023		28,568			28,568
Accumulated depreciation
At July 1, 2022		8,522			8,522
Depreciation for the year		2,222			2,222
Disposal		(443	)		(443	)
Effects of movements in exchange rates		347			347
At December 31, 2022		10,648			10,648
At July 1, 2023		13,273			13,273
Depreciation for the year		2,696			2,696
Effects of movements in exchange rates		304			304
At December 31, 2023		16,273			16,273
Carrying amounts
At July 1, 2022	$	10,609		$	10,609
At December 31, 2022	$	14,594		$	14,594
At July 1, 2023	$	14,991		$	14,991
At December 31, 2023	$	12,295		$	12,295

Depreciation expense for the six months ended December 31, 2023 and 2022 was $2,696 and $2,222, respectively.

During the six months ended December 31, 2023, the Company did not purchase nor dispose of any assets. During the six months ended December 31, 2022, the Company purchased assets of $5,735 and disposed of asset of $703.

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2021	$	15,453			15,453
Additions		3,888			3,888
Effects of movements in exchange rates		(210	)		(210	)
At June 30, 2022		19,131			19,131
Additions		8,888			8,888
Disposal		(703	)		(703	)
Effects of movements in exchange rates		948			948
At June 30, 2023		28,264			28,264
Accumulated depreciation
At July 1, 2021	$	5,209			5,209
Depreciation for the year		3,447			3,447
Effects of movements in exchange rates		(132	)		(132	)
At June 30, 2022		8,524			8,524
Depreciation for the year		4,855			4,855
Disposal		(442	)		(442	)
Effects of movements in exchange rates		336			336
At June 30, 2023		13,273			13,273
Carrying amounts
At July 1, 2021	$	10,244		$	10,244
At June 30, 2022	$	10,607		$	10,607
At June 30, 2023	$	14,991		$	14,991

Depreciation expense for the year ended June 30, 2023 and 2022 was $4,855 and $3,447, respectively.

During the year ended June 30, 2023, the Company purchased assets of $8,888 (S$12,399) and disposed of assets of $703 (S$952). During the year ended June 30, 2022, the Company purchased assets of $3,888 (S$5,345).

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in U.S. dollars. We have made all the adjustments that we believe are necessary for a fair presentation of our financial statements.

Use of estimates

The preparation of the financial statements in conformity with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on June 30.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and demand deposit with banks, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less when purchased.

Deposit, upfront payments and other receivables

Security deposits paid for office lease are accounted for as deposits. Amounts paid in advance for future expenses are accounted for as prepaid expenses. Goods and Service Tax (“GST”) refunds are accounted for as other receivables. We expect that the result of adopting current expected credit loss model (“CECL”) is immaterial to other receivables.

Promissory Note – Prime Number Acquisition I Corp.

As of December 31, 2023, and June 30, 2023, the Company agreed to loan Prime Number Acquisition I Corp. an aggregate of $583,594 and $333,594 respectively, to be used for a portion of the expenses of the Business Combination. These loans are non-interest bearing, unsecured and are due at the closing of the Business Combination.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Other current liabilities

Other current liabilities are liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Deferred Tax Asset Allowance

Deferred tax assets are recognized for tax losses not yet used and temporary deductible differences. As those deferred tax assets can only be recognized to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized, management’s judgement is required to assess the probability of future taxable profits. Management’s assessment is constantly reviewed and additional deferred tax assets are recognized if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered.

Share-based compensation transaction

The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based compensation transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them. The fair value of the ordinary shares was determined by obtaining quoted prices over-the-counter market based on the latest transacted price of the Company shares that were sold.

Leases

We have entered into operating lease agreements primarily for office. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our balance sheet as of December 31, 2023, and June 30, 2023.

Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term..

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company does not disaggregate its revenue streams as the economic factors underlying the contracts are similar and provide no significant distinction. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (I) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Comprehensive Gain or Loss

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of June 30, 2023 and 2022, the Company established that there are items that represented components of comprehensive income and, therefore, has included a statement of operations and comprehensive loss in the financial statements.

Income Taxes

The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations and comprehensive loss. There were no unrecognized tax benefits as of June 30, 2023 and 2022.

Measurement of Fair Value

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Impairment of Long-Lived Assets

The Company periodically evaluates the need to recognize impairment losses relating to long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. Long-lived assets are evaluated for recoverability whenever events or circumstances indicate that an asset may have been impaired. In evaluating an asset for recoverability, the Company estimates the future cash flows, on an undiscounted basis, expected to result from the use of the asset and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, the Company would write the asset down to fair value and record an impairment charge accordingly. As of December 31, 2023, and June 30, 2023, respectively, there were no such events or circumstances that indicate a need for such evaluation.

Prepaid Forward Contract Equity

The Company recorded a Prepaid Forward Contract Equity on its Consolidated Balance Sheets of $21,299,979 to account for the Prepayment Amount of the Forward Purchase Agreement, as discussed above within the discussion of the Business Combination. The Prepayment Amount will be held in a deposit account until the Valuation Date (the second anniversary of the closing of the Business Combination, subject to certain acceleration provisions). On the Valuation Date, the Company will receive a pro rata portion of the then remaining Prepayment Amount. Also, in connection with the Forward Purchase Agreement, the Company recognized this instrument as a contra equity, referred to herein as the “prepaid forward contract equity”, on its Consolidated Balance Sheets. Refer to the Business Combination discussion above and Note 11 for further detail.

Transaction Costs

The Company applied the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering. The Company incurred $2.5 million for the period ended December 31, 2023, in advisory, legal, accounting and management fees in conjunction with the Business Combination detailed above, which are included in selling, general and administrative expense in the Consolidated Statements of Operations. Direct and specific incremental transaction costs related to the Business Combination that would not otherwise have been incurred had the transaction not consummated were allocated across the derivative instruments associated with the transaction.

Net Loss Per Share

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period.

For the periods ended December 31, 2023, and 2022, the ordinary shares were included in the computation of diluted net loss per share.

Accumulated Other Comprehensive Income/(Loss)

Unrealized gains and losses related to foreign currency translation are accumulated in “Accumulated other comprehensive loss” (“AOCI”). These changes are also reported in “Other comprehensive income (loss)” on the Condensed Consolidated Statements of Comprehensive Income.

Foreign Currency Translation

The functional currency of the Company is the currency of the primary economic environment in which the Company operates. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in comprehensive income in our Statements of Comprehensive Income.

The Company that utilizes foreign currency as their functional currency translate such currency into U.S. dollars using (i) the exchange rate on the balance sheet dates for assets and liabilities, (ii) the average exchange rates prevailing during the period for revenues and expenses, and (iii) historical exchange rates for equity. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive loss within shareholders’ deficit in Balance Sheets.

Comparative Information

Certain items in prior years consolidated financial statements have been reclassified to conform to the current period’s presentation to facilitate comparison..

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective September 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements.

Recent Accounting Guidance Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures. This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts. This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This standard will be effective for the Company in Fiscal Year 2026 and should be applied prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of estimates

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on June 30.

Cash and Cash Equivalents

Deposit, upfront payments and other receivables

Promissory Note – Prime Number Acquisition I Corp.

During the year, the Company agreed to loan Prime Number Acquisition I Corp. an aggregate of $333,594 to be used for a portion of the expenses of the Business Combination. These loans are non-interest bearing, unsecured and are due at the closing of the Business Combination.

Property and equipment

Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Other current liabilities

Deferred Tax Asset Allowance

Share-based compensation transaction

Leases

Revenue Recognition

Comprehensive Gain or Loss

Income Taxes

Measurement of Fair Value

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

At June 30, 2023 and 2022, the Company has no financial assets or liabilities subject to recurring fair value measurements.

The Company’s financial instruments include cash, upfront payments, other receivables, other payables and related payables. Management estimates that the carrying amounts of financial instruments approximate their fair values due to their short-term nature. The fair value of amounts with immediate holding company is not practicable to estimate due to the related party nature of the underlying transactions.

Net Loss Per Share

For the periods ended June 30, 2023, and 2022, the ordinary shares were included in the computation of diluted net loss per share.

Accumulated Other Comprehensive Income/(Loss)

Foreign Currency Translation

Comparative Information

Certain items in prior years consolidated financial statements have been reclassified to conform to the current period’s presentation to facilitate comparison..

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. We adopted the new standard effective January 1, 2023 and the adoption of this guidance did not have a material impact on our financial statements.

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and the adoption of this guidance did not have a material impact on our financial statements.

We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Use of estimates

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on June 30.

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on June 30.

Cash and Cash Equivalents

Deposit, Upfront Payments and Other Receivables

Deposit, upfront payments and other receivables

Promissory Note - Prime Number Acquisition I Corp.

Promissory Note – Prime Number Acquisition I Corp.

Property and Equipment

Property and equipment

Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Property and equipment

Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Other Current Liabilities

Other current liabilities

Deferred Tax Asset Allowance

Share-Based Compensation Transaction

Share-based compensation transaction

Leases

Revenue Recognition

Comprehensive Gain or Loss

Income Taxes

Measurement of Fair Value

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3: applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Measurement of Fair Value

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3: applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

At June 30, 2023 and 2022, the Company has no financial assets or liabilities subject to recurring fair value measurements.

Impairment of Long-Lived Assets

Prepaid Forward Contract Equity

Transaction Costs

Net Loss Per Share

For the periods ended December 31, 2023, and 2022, the ordinary shares were included in the computation of diluted net loss per share.

Net Loss Per Share

For the periods ended June 30, 2023, and 2022, the ordinary shares were included in the computation of diluted net loss per share.

Accumulated Other Comprehensive Income/(Loss)

Foreign Currency Translation

Comparative Information

Certain items in prior years consolidated financial statements have been reclassified to conform to the current period’s presentation to facilitate comparison..

Comparative Information

Certain items in prior years consolidated financial statements have been reclassified to conform to the current period’s presentation to facilitate comparison..

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

Recent Accounting Guidance Not Yet Adopted

Recent Accounting Pronouncements

We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

Immediate Holding Company Balances - Schedule of Directors' Remuneration (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Directors' remuneration	$ 348,607	$ 114,343	$ 140,820	$ 213,901
Andrew Khine
Related Party Transaction [Line Items]
Directors' remuneration				68,242
Shusuke Oguro
Related Party Transaction [Line Items]
Directors' remuneration				76,222
Hiroshi Ilzuka
Related Party Transaction [Line Items]
Directors' remuneration				41,857
Teo Lai Wah, Timothy
Related Party Transaction [Line Items]
Directors' remuneration	36,893	16,548	33,002	$ 27,580
Heizo Takenaka
Related Party Transaction [Line Items]
Directors' remuneration	30,000
Jean-Francois Raymond Roger Minier
Related Party Transaction [Line Items]
Directors' remuneration	17,333
Minoru Tanaka
Related Party Transaction [Line Items]
Directors' remuneration	17,500
Noriyoshi Suzuki
Related Party Transaction [Line Items]
Directors' remuneration	17,500
Masataka Matsumura
Related Party Transaction [Line Items]
Directors' remuneration	93,172
Mari Matsushita
Related Party Transaction [Line Items]
Directors' remuneration	85,561
Yuta Akakuma
Related Party Transaction [Line Items]
Directors' remuneration	$ 50,647
Goh Chao Kuang
Related Party Transaction [Line Items]
Directors' remuneration			49,693
Goh Chao Kuang \| Scenario Previously Reported
Related Party Transaction [Line Items]
Directors' remuneration		66,136
Hilda Sin Mei Fong
Related Party Transaction [Line Items]
Directors' remuneration		$ 31,659	$ 58,125

Shareholder's Equity - Additional Information (Details)	Jan. 19, 2023 shares	Dec. 28, 2022 $ / shares shares	Jul. 19, 2022 Shareholder	Dec. 31, 2023 $ / shares shares	Oct. 12, 2023 shares	Jun. 30, 2023 $ / shares shares	Jul. 18, 2022 shares	Jun. 30, 2022 $ / shares shares
Stockholders' Equity
Common stock, shares issued				135,430,451		126,799,854		121,432,144
Ordinary shares authorized		500,000,000
Ordinary Stock, Par value \| $ / shares		$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001
Shares granted	5,071,886
Rights Shares
Stockholders' Equity
Shares issued upon conversion		806,250
Business Combination Agreement
Stockholders' Equity
Common stock, shares issued		609,756
Arena
Stockholders' Equity
Common stock, shares issued					2,994,012
Hop2it \| Share Swap Agreement
Stockholders' Equity
Ownership percentage			52.00%
Number of shareholders \| Shareholder			2
Gregory \| Share Swap Agreement
Stockholders' Equity
Percentage of shares held after exchange			3.20%
Gregory \| Hop2it \| Share Swap Agreement
Stockholders' Equity
Percentage of shares transferred in exchange			42.00%
Ownership percentage			38.00%
Arun \| Share Swap Agreement
Stockholders' Equity
Percentage of shares held after exchange			0.80%
Arun \| Hop2it \| Share Swap Agreement
Stockholders' Equity
Percentage of shares held after exchange			10.00%
Ownership percentage			10.00%
Prime Number Acquisition I Corp
Stockholders' Equity
Common stock, shares issued		126,799,854
Common stock shares issued to remaining shareholders		2,011,392
Prime Number Acquisition I Corp \| Non-Redeeming Shares
Stockholders' Equity
Shares issued upon conversion		2,209,188
3DOM Alliance Inc.
Stockholders' Equity
Common stock, shares issued							295,824

Organization and Nature of Operations

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

noco-noco Inc. (“we”, “our”, “us” or collectively known as the “Company) is a holding company incorporated on December 28, 2022, under the name Prime Number Holding, under the laws of the Cayman Islands. On August 23, 2023, the Company changed its name from Prime Number Holding to noco-noco Inc. The Company has no substantial operations other than holding all of the equity interest of Prime Number New Sub Pte. Ltd, which holds all equity interest of noco-noco Pte. Ltd, a Singapore company incorporated on July 25, 2019.

The Company, through its wholly-owned subsidiary, noco-noco Singapore and its subsidiaries, is a platform-solution provider of decarbonization offerings, aiming to truly solve urgent environmental crises through the comprehensive decarbonization of all forms of transportation.


Name	Background	Ownership	Principal of activity
noco-noco Pte. Ltd.	● A Singapore company ● Incorporated on July 25, 2019	100% owned by Prime Number New Sub Pte. Ltd.	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd.	● An Australia company ● Incorporated on January 19, 2021	52% owned by noco-noco Pte. Ltd.	Principally engaged in providing carbon credit related offerings
Prime Number Acquisition I Corp.	● A Delaware company ● Incorporated on February 25, 2021	100% owned by the Company	Dormant
Prime Number New Sub Pte. Ltd.	● A Singapore company ● Incorporated on January 25, 2023	100% owned by the Company	Dormant

Business Combination

On August 25, 2023 (the “Closing Date”), noco-noco Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “PubCo”), consummated the previously announced Business Combination (defined below).

On December 29,2022, PubCo, Prime Number Acquisition I Corp. (“PNAC”), Prime Number Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub”), Prime Number New Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“New SubCo”), noco-noco Pte. Ltd.., a Singapore private company limited by shares (“noco-noco”), and certain shareholders of noco-noco collectively holding a controlling interest (together with other shareholders of noco-noco subsequently joining the transactions, the “Sellers”), entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, PNAC proposed to enter into a business combination with noco-noco involving a merger and a share exchange, among which: (i) Merger Sub would merge with and into PNAC, with PNAC as the surviving entity and a wholly-owned subsidiary of PubCo (the “Merger”), (ii) New SubCo would acquire all of the issued and outstanding shares of noco-noco from the Sellers, and in exchange, PubCo would issue to the Sellers the ordinary shares of PubCo, with noco-noco becoming a subsidiary of New SubCo and an indirect subsidiary of PubCo (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Upon the consummation of the Business Combination, each of PNAC and noco-noco would become a subsidiary of PubCo, and PNAC stockholders and the Sellers would receive ordinary shares, par value $0.0001 per share, of PubCo (“PubCo Ordinary Shares”) as consideration and become the shareholders of PubCo. The Merger was consummated on August 24, 2023, and the Share Exchange and Business Combination were consummated on the Closing Date.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination: (i) each PNAC unit (“PNAC Units”) issued and outstanding immediately prior to the effective time of the Merger was automatically detached and the holder thereof was deemed to hold one share of PNAC Class A Common Stock (defined below), one half of PNAC Warrant (defined below), and one PNAC Right (defined below); (ii) each share of PNAC Class A common stock, par value $0.0001 per share (“PNAC Class A Common Stock”, together with PNAC Class B Common Stock, par value $0.0001 per share, the “PNAC Common Stock”) issued and outstanding immediately prior to the effective time of the Merger was canceled in exchange for the right to receive one PubCo Ordinary Share, (iii) each PNAC warrant (“PNAC Warrant”) outstanding immediately prior to the effective time of the Merger ceased to be a warrant with respect to PNAC Common Stock and was assumed by PubCo and converted into a warrant of PubCo (“PubCo Warrant”) to purchase one PubCo Ordinary Share subject to substantially the same terms and conditions prior to the effective time of the Merger; and (iv) each PNAC Right (“PNAC Right”) outstanding immediately prior to the effective time of the Merger was cancelled in exchange for the right to receive one-eighth (1/8) of one PubCo Ordinary Share. In addition, pursuant to the Business Combination Agreement, upon the consummation of the Share Exchange (i) New SubCo acquired all the outstanding shares of noco-noco (“noco-noco Shares”) from the Sellers, (ii) in exchange, each Seller received such number of newly issued PubCo Ordinary

Share that was equal to the product of (a) the quotient of (i) $1,350,000,000 (the “noco-noco Valuation”), divided by (ii) the price per PubCo Ordinary Share that equals to the redemption price of each share of PNAC Class A Common Stock in connection with the Business Combination (the “PubCo Per Share Price”), multiplied by (b) such Seller’s Pro Rata Portion as set out in the Allocation Schedule of the Business Combination Agreement.

The Company was determined to be the accounting acquirer given that the original shareholders of noco-noco Inc. effectively controlled the combined entity after the Transaction. PNAC is treated as the acquired company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the SPAC Transaction, the Company’s shareholders have a majority of the voting power of the combined company, the Company comprised all of the ongoing operations of the combined entity, the Company comprised a majority of the governing body of the combined company, and the Company’s senior management comprised all of the senior management of the combined company. Accordingly, for accounting purposes, the SPAC Transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by the Company for the net assets of PNAC, accompanied by a recapitalization. The Company is determined as the predecessor, and the historical financial statements of noco-noco Inc. became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of PNAC were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the SPAC Transaction were those of the noco-noco Inc.

Prior to the Closing of the Business Combination, on August 13, 2023, PNAC entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) for a cash-settled OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased 1,999,998 shares of PNAC’s Class A common stock (the “Forward Purchase shares”) from third parties at approximately $10.65 per share through a broker in the open market and, three business day following the closing of the Business Combination, the Company paid out to the Seller an amount (such amount, as adjusted under the Forward Purchase Agreement, the “Prepayment Amount”) equal to the redemption price per share multiplied by the number of subject shares on the date of prepayment. The Prepayment Amount of $21,299,979 was paid out of the funds received by the Company from PNAC's trust account and will be held in deposit account for the benefit of the Seller until the “Valuation Date” (the second anniversary of the closing of the Business Combination, subject to certain acceleration provisions). At any time prior to the Valuation Date, the Seller may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If the Seller sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to the full remaining Prepayment Amount of $21,299,979. Refer to Note 11 for further detail on the Forward Purchase Agreement and the related settlement scenarios.


	August 28, 2023
Cash - PNAC trust and cash, net of Redemptions	$	24,029,660
Gross cash proceeds resulting from the Business Combination		24,029,660
Less: combined company transaction costs		(755,872	)
Net cash proceeds from the Business Combination		23,273,788
Less: Prepayment Amount pursuant to Forward Purchase Transaction		(21,299,979	)
Less: Forward Purchase Transaction share consideration reimbursement and trading comissions		(1,201,348	)
Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount	$	772,462

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

The Company incorporated as a Singapore corporation on July 25, 2019 under the name 3DOM (Singapore) Pte. Ltd. The Company is wholly owned by 3DOM Alliance Inc., a Company incorporated in Japan and the ultimate controlling shareholder is Mr. Masataka Matsumara.

On November 9, 2022, the Company changed its name from 3DOM (Singapore) Pte. Ltd. to noco-noco Pte. Ltd.

noco-noco Inc. (“we”, “our”, “us” or collectively known as the “Company”) is a platform-solution provider of decarbonization offerings, aiming to truly solve urgent environmental crises through the comprehensive decarbonization of all forms of transportation.

Reverse Capitalization

shares by the Company for the net assets of PNAC, accompanied by a recapitalization. The Company is determined as the predecessor, and the historical financial statements of noco-noco Inc. became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of PNAC were stated at historical costs. No goodwill or other intangible assets were recorded. Operations prior to the SPAC Transaction were those of the noco-noco Inc.

Organization and Nature of Operations - Schedule of Offering of Subsidaries (Details)	6 Months Ended
	Dec. 31, 2023
noco-noco Pte. Ltd.
Noncontrolling Interest [Line Items]
Background	● A Singapore company● Incorporated on July 25, 2019
Ownership	100% owned by Prime Number New Sub Pte. Ltd.
Principal of activity	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd
Noncontrolling Interest [Line Items]
Background	● An Australia company● Incorporated on January 19, 2021
Ownership	52% owned by noco-noco Pte. Ltd.
Principal of activity	Principally engaged in providing carbon credit related offerings
Prime Number Acquisition I Corp
Noncontrolling Interest [Line Items]
Background	● A Delaware company● Incorporated on February 25, 2021
Ownership	100% owned by the Company
Principal of activity	Dormant
Prime Number New Sub Pte. Ltd
Noncontrolling Interest [Line Items]
Background	● A Singapore company● Incorporated on January 25, 2023
Ownership	100% owned by the Company
Principal of activity	Dormant

Subsequent Events

6 Months Ended

12 Months Ended

Dec. 31, 2023

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to June 30, 2023 to the date these consolidated financial statements were issued, and has determined that there is a material subsequent event to disclose in these consolidated financial statements, because we believe that this event will have a significant effect on the future operations of the Company.

On January 2, 2024 we issued 400,000 Ordinary Shares for a total consideration of US$100,000 for the first half of the payment as part of compensation set forth with the agreement with Outside The Box Capital Inc. to provide marketing and distribution services to the Company.

On March 14, 2024, pursuant to the Business Combination, the dissolution of PNAC ("the corporation") was duly authorized by the Board of Directors and stockholders of the corporation in accordance to the state of Delaware. The liquidation of the corporation includes a distribution to noco-noco Inc. of any assets of the corporation after satisfaction of the obligations of the Corporation in accordance with applicable law

On March 19, 2024, we issued 1,542,073 in restricted Ordinary Shares, priced at $0.1785 (Average per share (the average of 30 trading-day moving average and 50 trading-day moving average with reference date on February 1, 2024) to our directors and executive officers as form of compensation.

On March 26, 2024, we issued 3,000,000 Ordinary Shares to Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital LLC (collectively as “Seller”) in accordance with the terms and condition set forth therein, as per the amended Forward Purchase Agreement Confirmation Amendment dated October 26, 2023 for the purpose of discharging any obligation to the Company to delivery cash or issue Shares to the Seller pursuant to the “Shortfall Sales” section. The Seller’s Prepayment Shortfall has been amended to be US$500,000, all of which was paid on the closing of the Business Combination by offset.

On March 28, 2024, we allotted and issued another 28,700,000 new Ordinary Shares, at the issue price of $0.1785 per share to 3DOM Alliance, pursuant to another debt-to-equity swap which both parties agreed to convert our debt of $5.1 million owed to 3DOM Alliance in relation to the Promissory Note into our new Ordinary Shares.

On April 22, 2024, we issued 400,000 Ordinary Shares for a total consideration of US$100,000 for the second half of the payment as part of compensation set forth with the agreement with Outside The Box Capital Inc. to provide marketing and distribution services to the Company.

On July 2, 2024, we issued 873,149 in restricted Ordinary Shares, priced at $0.1785 (Average per share (the average of 30 trading-day moving average and 50 trading-day moving average with reference date on February 1, 2024) to our directors and executive officers as form of compensation.

On July 2, 2024, we we allotted and issued another 6,235,410 restricted Ordinary Shares, pursuant to a share subscription agreement for a private placement on June 26, 2024, at the issue price of $0.1656 per share to Future Science Research Inc, for a total consideration of $1,032,584.

On July 26, 2024, we entered into a share subscription agreement with GEE Strategy Revitalize Japan Limited, pursuant to which we shall issue 8,985,385 restricted Ordinary Shares to GEE Strategy Revitalize Japan Limited, at the price of $0.1785 per share and for a total consideration of $1,603,891.22, which is expected to be paid by August 20, 2024.

NOTE 12 – SUBSEQUENT EVENTS

On July 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 3”) to evidence the payments made by the Company for the Third Monthly Extension payment. The noco-noco Note 3 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On August 13, 2023, PNAC entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes of the Forward Purchase Agreement, PNAC is referred to as the “Counterparty” prior to the consummation of the Business Combination, while the Company is referred to as the “Counterparty” after the consummation of the Business Combination.

Pursuant to the terms of the Forward Purchase Agreement, the Seller has the right to purchase up to 2,000,000 (the “Purchased Amount”) Class A ordinary shares, par value $0.0001 per share, of PNAC (“PNAC Shares”) concurrently with the closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of PNAC Shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”).

On August 13, 2023, PNAC entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with the Seller.

Pursuant to the FPA Funding PIPE Subscription Agreement, Seller agreed to subscribe for and purchase, and PNAC agreed to issue and sell to Seller, on the closing date thereof, an aggregate of up to 2,000,000 PNAC Shares, less the Recycled Shares in connection with the Forward Purchase Agreement.

On October 26, 2023 (“Amendment Date”) the parties to the Forward Purchase Agreement entered into a forward purchase agreement confirmation amendment (the “Amendment”), amending the OTC Equity Prepaid Forward Transaction dated as of August 13, 2023 (as amended from time to time, the “Confirmation”), and agreeing that the entire 1,999,998 Recycled Shares acquired by the Seller are released from the “Number of Shares” and will be considered as Share Consideration Shares that are incremental to the Maximum Number of Shares. The Maximum Number of Shares has been amended to be 3,000,000 Shares after the Amendment Date. The Seller may not sell Recycled Shares earlier than 30 trading days after the Amendment Date.

Following the execution of the Amendment, the Seller will initially purchase 3,000,000 Additional Shares from the Counterparty. The Counterparty and the Seller agreed that the issuance of 3,000,000 Additional Shares by the Counterparty to the Seller shall discharge any obligation of the Counterparty to deliver cash or issue Shares to the Seller pursuant to the “Shortfall Sales” section.

The Seller’s Prepayment Shortfall has been amended to be US$500,000, all of which was paid on the closing of the Business Combination by offset.

On August 14, 2023, PubCo entered into a purchase agreement (the “ELOC Purchase Agreement”) with ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (“Arena”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, PubCo has the right to direct Arena to purchase up to an aggregate of $150,000,000 of PubCo Ordinary Shares over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Resale Registration Statement (as defined below), PubCo has the right to present Arena with an advance notice (each, an “Advance Notice”) directing Arena to purchase any amount of PubCo Shares (each, an “Advance”) up to the Maximum Advance Amount (as defined herein). After the SEC declares a Resale effective relating to the transaction, PubCo will have the right and the sole discretion to sell to Arena up to $150 million worth of shares over a 36-month period subject to certain limitations. PubCo will control the timing and amount of any future investment and Arena will be obligated to make purchases in accordance with the ELOC Purchase Agreement. In consideration for Arena’s execution and delivery of the Purchase Agreement, we may, in our sole discretion, either pay in cash, or issue to Arena, as a commitment fee, that number of Ordinary Shares having an aggregate dollar value equal to $3,000,000 (the “Commitment Fee Shares”). If we elect to issue Ordinary Shares, the Commitment Fee Shares will be subject to a true-up after the initial issuance pursuant to paragraph above whereby we will deliver irrevocable instructions to our transfer agent to electronically transfer to Arena or its designee(s) that number of Ordinary Shares having an aggregate dollar value equal to $3 million based on the lower of (A) the per Ordinary Share price, which price will be equal to the simple average of the daily VWAP of our Ordinary Shares during the ten trading days immediately preceding the effectiveness of the Registration Statement (the “Commitment Fee Share Price”) and (B) the lower of (i) the simple average of the three lowest intraday trade prices over the 20 trading days after (and not including) the date of effectiveness of the Registration Statement and (ii) the closing price on the 20th trading day after the effectiveness of the Registration Statement. On September 18, 2023, we entered into Amendment No.1 to the Purchase Agreement to amend certain terms of the Purchase Agreement including the removal of Floor Price. On October 12, we issued 2,994,012 restricted Ordinary Shares as initial Commitment Fees and will require additional issuance of 5,519,847 Ordinary Shares under the true-up arrangement.

On August 17, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 4”) to evidence the payments made by the Company for the Forth Monthly Extension payment. The noco-noco Note 4 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On August 25, 2023 (the “Closing Date”), noco-noco Inc. (formerly known as Prime Number Holding Limited), an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “PubCo”), consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 29, 2022, where PubCo, Prime Number Acquisition I Corp. (“PNAC”), Prime Number Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub”), Prime Number New Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“New SubCo”), noco-noco Pte. Ltd.., a Singapore private company limited by shares (“noco-noco”), and certain shareholders of noco-noco collectively holding a controlling interest (together with other shareholders of noco-noco subsequently joining the transactions, the “Sellers”), entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, PNAC proposed to enter into a business combination with noco-noco involving a merger and a share exchange, among which: (i) Merger Sub would merge with and into PNAC, with PNAC as the surviving entity and a wholly-owned subsidiary of PubCo (the “Merger”), (ii) New SubCo would acquire all of the issued and outstanding shares of noco-noco from the Sellers, and in exchange, PubCo would issue to the Sellers the ordinary shares of PubCo, with noco-noco becoming a subsidiary of New SubCo and an indirect subsidiary of PubCo (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon the consummation of the Business Combination, each of PNAC and noco-noco would become a subsidiary of PubCo, and PNAC stockholders and the Sellers would receive ordinary shares, par value $0.0001 per share, of PubCo (“PubCo Ordinary Shares”) as consideration and become the shareholders of PubCo. The Merger was consummated on August 24, 2023, and the Share Exchange and Business Combination were consummated on the Closing Date.

(the “PubCo Per Share Price”), multiplied by (b) such Seller’s Pro Rata Portion as set out in the Allocation Schedule of the Business Combination Agreement. In connection with the Business Combination Advisory Engagement, 609,756 PubCo Ordinary Shares were issued to PNCPS on August 28, 2023.

On August 28, 2023, the PubCo Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “NCNC” and “NCNCW”, respectively.

On October 10, 2023, the Company entered into a payoff letter agreement (the “Payoff Letter”) with PNAC, PNCPS and WestPark Capital, Inc. (“WestPark”), in connection with: (i) the engagement letter entered into by and among PNAC, PNCPS and WestPark as of October 25, 2022 (the “Financial Advisory Engagement”), (ii) the engagement letter entered into by and between PNAC and PNCPS as of October 25, 2022 (as amended by an amendment dated January 31, 2023 setting forth the compensation therefor, the “Business Combination Advisory Engagement”) and (iii) the placement agent agreement entered into by and between PNAC and PNCPS as of April 30, 2023 (the “Placement Agent Agreement,” together with Financial Advisory Engagement and Business Combination Advisory Engagement, the “Prime Agreements”). Pursuant to the Payoff Letter, PNCPS and WestPark agreed to equitize the entire deferred underwriting fee in the amount of $2,257,500 and advisory fee of $500,000 cash by subscribing for (including having its designated person subscribe for) such number of the Company’s ordinary shares (the “Payoff Shares”), among others under the Payoff Letter. Upon the execution and delivery of the Payoff Letter, the Prime Agreements were terminated automatically without further force and effect and any claims thereunder should be released.

On October 23, 2023, noco-noco Inc., through its Singapore subsidiary, noco-noco Pte. Ltd. has entered into a Sales and Purchase Agreement to acquire noco-tech Inc. (“noco-tech”), a technology innovator from 3DOM Alliance Inc. (“3DOM”). The agreement includes an indefinite license to produce and market the X-SEPA™ separator technology developed by 3DOM. Under the terms of the transaction, noco-noco will issue up to twenty-five million new shares at US$2 per share to fund the acquisition. The transaction is currently expected to close in 2H of 2024. Completion of the Sale and Purchase Agreement is subject to customary conditions precedent, which includes satisfactory completion of due diligence, and noco-noco having obtained the approval of its shareholders for the transaction and necessary regulatory consents and approval (as applicable) for the transaction.

Property and Equipment, Net - Schedule of Property and Equipment (Details)	6 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 SGD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance	$ 28,264	$ 19,131		$ 19,131		$ 15,453
Additions	0	5,735	$ 12,399	8,888	$ 5,345	3,888
Disposal	0	(703)	$ (952)	(703)
Effects of movements in exchange rates	304	1,079		948		(210)
Cost, Ending balance	28,568	25,242		28,264		19,131
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance	13,273	8,522		8,522		5,209
Depreciation for the year	2,696	2,222		4,855		3,447
Disposal		(443)		(442)
Effects of movements in exchange rates	304	347		336		(132)
Accumulated depreciation, Ending balance	16,273	10,648		13,273		8,522
Carrying amounts	12,295	14,594		14,991		10,609	$ 10,244
Scenario Previously Reported
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance		8,524		8,524
Accumulated depreciation, Ending balance						8,524
Carrying amounts						10,607
Office Equipment
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance	28,264	19,131		19,131		15,453
Additions		5,735		8,888		3,888
Disposal		(703)		(703)
Effects of movements in exchange rates	304	1,079		948		(210)
Cost, Ending balance	28,568	25,242		28,264		19,131
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance	13,273	8,522		8,522		5,209
Depreciation for the year	2,696	2,222		4,855		3,447
Disposal		(443)		(442)
Effects of movements in exchange rates	304	347		336		(132)
Accumulated depreciation, Ending balance	16,273	10,648		13,273		8,522
Carrying amounts	$ 12,295	14,594		14,991		10,609	$ 10,244
Office Equipment \| Scenario Previously Reported
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance		$ 8,524		$ 8,524
Accumulated depreciation, Ending balance						8,524
Carrying amounts						$ 10,607

Deposit, Upfront Payments and Other Receivables - Summary of Deposit Upfront Payments and other Receivables (Details) - USD ($)	Dec. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Deposits [Abstract]
Deposits	$ 45,857	$ 45,369
Upfront payments	78,151	47,161
Other receivables	60,360	12,030
Total	$ 184,368	$ 104,560	$ 102,263

Standby Equity Purchase Agreement - Additional Information (Details) - USD ($)

6 Months Ended

Dec. 31, 2023

Oct. 12, 2023

Aug. 14, 2023

Jun. 30, 2023

Jun. 30, 2022

Class of Stock [Line Items]

Ordinary stock, shares, issued

135,430,451

126,799,854

121,432,144

Common stock

$ 13,542

^[1]

$ 12,679

^[1]

$ 12,143

Arena Business Solutions Global Spc II, Ltd

Class of Stock [Line Items]

Ordinary stock, shares, issued

2,994,012

Further issue of ordinary shares

5,519,847

Remaining ordinary shares

5,519,847

Fair value of shares

$ 3,274,325

Common stock

$ 150,000,000

[1]	* Shares and per share data are presented on a retroactive basis to give effect to the reverse recapitalization.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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+ Details

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	6 Months Ended
	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Disclosure Of Summary Of Significant Accounting Policies [Line Items]
Promissory note		$ 333,594
Unrecognized tax benefits	$ 0	0	$ 0	$ 0
Financial assets subject to recurring fair value measurements		0		0
Financial liabilities subject to recurring fair value measurements		0		$ 0
Prepaid forward contract equity	(21,299,979)
Transaction costs, expensed	2,500,000
Prime Number Acquisition I Corp
Disclosure Of Summary Of Significant Accounting Policies [Line Items]
Promissory note	$ 583,594	$ 333,594

Immediate Holding Company Balances - Additional Information (Details) - 3DOM Alliance Inc.							12 Months Ended
	Feb. 06, 2023 SGD ($)	Feb. 03, 2023 SGD ($)	Feb. 02, 2023 SGD ($)	Jul. 18, 2022 shares	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 SGD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jan. 23, 2023 SGD ($)	Jun. 30, 2021 USD ($)
Related Party Transaction [Line Items]
Amounts due to immediate holding company								$ 974,632	$ 6,768,239	$ 5,081,684	$ 4,809,164	$ 3,572,358		$ 1,531,488
Ordinary shares issued for conversion of debt, value					$ 1,100,000	$ 790,287	$ 790,287	$ 1,547,804
Ordinary shares issued for conversion price per share \| $ / shares						$ 1,041
Ordinary shares issued for conversion of debt, shares \| shares				759
Additional drawdown notes requested			$ 2,980,000
Additional drawdown notes received	$ 1,610,000	$ 1,370,000
Maximum
Related Party Transaction [Line Items]
Principal amount of note issued									$ 8,000,000	$ 6,022,258	$ 8,000,000	$ 6,022,258
Maximum \| First Amendment to Original Promissory Note
Related Party Transaction [Line Items]
Principal amount of note issued													$ 3,000,000
Maximum \| Second Amendment to Original Promissory Note
Related Party Transaction [Line Items]
Principal amount of note issued	$ 8,000,000