0000950170-24-139951 | 20-F | XBRL Viewer

$ 0.0001

Prime Number Acquisition I Corp.

^[1]

$ 17,044

$ 12,679

Ordinary shares, issued

170,453,431

126,799,854

Organization and Nature of Operations [Line Items]

$ 0.0001

$ 10.65

Prime Number Acquisition I Corp. | Class A Common Stock

$ 1,350,000,000

Ordinary shares, issued

126,799,854

Prepayment amount paid

$ 21,299,979

Organization and Nature of Operations [Line Items]

Prime Number Acquisition I Corp. | Class B Common Stock

$ 0.0001

Ordinary shares, issued

1,999,998

Organization and Nature of Operations [Line Items]

Prepaid Forward Contract Equity

$ 0.0001

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

Prepaid Forward Contract Equity

12 Months Ended

Jun. 30, 2024

Derivative [Abstract]

NOTE 12 - 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 ordinary shares 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.

The Seller may at any time, sell the shares in whole or in part by providing written notice to the Company (the "Optional Early Termination" or the "OET"), to which the Company will be entitled to an amount from the Seller for the sale of ordinary shares.

“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.

The prepayment amount of $21,299,979 was recorded as a reduction of the additional paid-in capital in consolidated balance sheet as at June 30, 2024. The Company has also assessed that the OET option for the Seller is a derivative instrument, specifically a derivative asset indexed to the Company's shares. The fair value of the OET option which was determined by using the Black-Scholes model using the following assumptions: (1) expected volatility of 90.8%, (2) risk-free interest rate of 4.58%, (3) expected life of 1.17 years, (4) exercise price of $10.65 and (5) share price of $0.18 as at end of reporting period. Due to the market conditions of the Company's share prices, the fair value of the OET option is immaterial, and as such, the Company has not recorded any derivative asset in relation to this Forward Purchase Agreement.

For the year ended June 30, 2024, the Company did not receive any written notice of any Valuation Date by the Seller and did not receive any funds from the Forward Purchase Agreement.

Leases - Additional Information (Details) - USD ($)	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Jun. 30, 2024	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.
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.
Operating lease, option to renew	true
Operating lease discounted lease payments using estimated borrowing rate, per annum		5.25%
Amortization expenses	$ 174,788
Operating lease payment	$ 0

Deposits, Upfront Payments and Other Receivables - Summary of Deposits Upfront Payments and other Receivables (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Deposits [Abstract]
Deposits	$ 311	$ 45,369
Upfront payments	30,972	47,161
Other receivables	25,637	12,030
Total	$ 56,920	$ 104,560

Liquidity and Going Concern

12 Months Ended

Jun. 30, 2024

Liquidity and Going Concern [Abstract]

Liquidity and Going Concern

NOTE 2 – LIQUIDITY AND GOING CONCERN

As of June 30, 2024 and 2023, the Company had an accumulated deficit of $30,398,139 and $19,143,513 respectively. The Company incurred net loss of $11,254,626 and $16,791,770 for the financial years ended June 30, 2024 and 2023, respectively. The cash used in operating activities for the financial year ended June 30, 2024 and 2023, was $865,215 and $2,982,778, 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, 2024, the Company’s balance of cash and cash equivalents was $437,184. In addition, up to June 30, 2024, the immediate holding Company, 3DOM Alliance Inc, has extended the Promissory Note for the Company with a principal amount up to $6,015,037 (S$8,000,000) and the

Company has drawn down $885,751 (S$1,197,959) from 3DOM Alliance Inc after taking into account the capitalization of $5,122,950 (S$6,813,655) on March 6, 2024 into ordinary shares. 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.

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 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 consolidated 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 consolidated 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.

Organization and Nature of Operations - Summary of Subsidiaries (Details)	12 Months Ended
	Jun. 30, 2024
Prime Number New Sub Pte. Ltd.
Organization and Nature of Operations [Line Items]
Date of incorporation	Jan. 25, 2023
Place of incorporation	Singapore
Principal acitivities	Dormant
Prime Number New Sub Pte. Ltd. \| Owned by the Company
Organization and Nature of Operations [Line Items]
Ownership	100.00%
noco-noco Pte. Ltd.
Organization and Nature of Operations [Line Items]
Date of incorporation	Jul. 25, 2019
Place of incorporation	Singapore
Principal acitivities	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Pte. Ltd. \| Owned by Prime Number New Sub Pte. Ltd.
Organization and Nature of Operations [Line Items]
Ownership	100.00%
noco-noco Australia Pty. Ltd. ("noco-noco Australia")
Organization and Nature of Operations [Line Items]
Date of incorporation	Jan. 19, 2023
Place of incorporation	Australia
Principal acitivities	Dormant
noco-noco Australia Pty. Ltd. ("noco-noco Australia") \| Owned by noco-noco Pte. Ltd.
Organization and Nature of Operations [Line Items]
Ownership	52.00%

Deposits, Upfront Payments and Other Receivables

12 Months Ended

Jun. 30, 2024

Deposits [Abstract]

Deposits, Upfront Payments and Other Receivables

NOTE 4 – DEPOSITS, UPFRONT PAYMENTS AND OTHER RECEIVABLES

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


	June 30, 2024		June 30, 2023
	$		$
Deposits		311		45,369
Upfront payments		30,972		47,161
Other receivables		25,637		12,030
Total		56,920		104,560

Deposits consist of the security deposit paid for lease of office. The decrease is mainly due to termination of office lease.

Upfront payments as of June 30, 2024 and 2023 relates to the operating expenses paid in advance.

Other receivables relate to GST receivables, net and tax receivables.

Liquidity and Going Concern - Additional Information (Details)

12 Months Ended

Mar. 06, 2024

SGD ($)

Mar. 06, 2024

USD ($)

Jul. 15, 2022

SGD ($)

Jul. 15, 2022

USD ($)

Jun. 30, 2024

USD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2022

USD ($)

Jun. 30, 2024

SGD ($)

Jun. 30, 2024

USD ($)

Aug. 14, 2023

USD ($)

Net cash generated and used in operations

Accumulated deficit

$ (19,143,513)

$ (30,398,139)

Loss before tax

$ (11,254,626)

(16,791,770)

$ (1,076,823)

(865,215)

(2,982,778)

(805,177)

Cash and cash equivalents

17,789

437,184

Maximum | ELOC Purchase Agreement

^[1]

12,679

17,044

$ 150,000,000

3DOM Alliance Inc.

Amounts due to immediate holding company

$ 1,197,959

885,751

Ordinary shares issued for conversion of debt, value

$ 6,813,655

$ 5,122,950

$ 1,100,000

$ 790,287

$ 5,122,950

$ 790,287

$ 1,547,804

3DOM Alliance Inc. | Maximum

Principal amount of note issued

$ 8,000,000

$ 6,015,037

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

Prepaid Forward Contract Equity - Additional Information (Details)		12 Months Ended
	Aug. 13, 2023 USD ($) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 shares
Summary of Investment Holdings [Line Items]
Ordinary shares, issued \| shares		170,453,431	126,799,854
Prepayment amount		$ 21,299,979
Funds received from forward purchase agreement		$ 0
Expected Volatility
Summary of Investment Holdings [Line Items]
Fair value of OET option measurement input determined by using Black-Scholes model		0.908
Risk-Free Interest Rate
Summary of Investment Holdings [Line Items]
Fair value of OET option measurement input determined by using Black-Scholes model		0.0458
Expected Life
Summary of Investment Holdings [Line Items]
Fair value of OET option measurement input determined by using Black-Scholes model		1.17
Exercise Price
Summary of Investment Holdings [Line Items]
Fair value of OET option measurement input determined by using Black-Scholes model		10.65
Share Price
Summary of Investment Holdings [Line Items]
Fair value of OET option measurement input determined by using Black-Scholes model		0.18
PNAC \| Class A Common Stock
Summary of Investment Holdings [Line Items]
Proceeds from Ordinary Shares Purchase Agreement	$ 21,299,979
PNAC \| Class A Common Stock \| Forward Purchase Agreement
Summary of Investment Holdings [Line Items]
Ordinary shares, issued \| shares	1,999,998

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details)	Jun. 30, 2024
Office equipment
Property, Plant and Equipment [Line Items]
Useful lives	5 years

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Loss before tax	$ (11,254,626)	$ (16,791,770)	$ (1,076,823)
Singapore statutory income tax rate	17.00%	17.00%	17.00%
Income tax expense computed at statutory rate	$ (1,913,286)	$ (2,854,601)	$ (183,060)
Reconciling items:
Income not subject to tax in Singapore			(11,680)
Non-deductible expenses	1,875,179	2,236,523
Change in valuation allowance		618,078	$ 194,740
Others	38,107
Income tax expenses	$ 0	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Use of estimates

The preparation of the consolidated 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 the Company review their estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believe to be reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect the consolidated financial position or results of operations.

Fiscal year

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.

Deposits, 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 and tax receivables are accounted for as other receivables. No allowance for expected credit loss was recognized as of June, 2024 and 2023.

Promissory note – Prime Number Acquisition I Corp.

As of June 30, 2023, 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, net

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.

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

The Company has entered into operating lease agreements primarily for office premises. The Company determine if an arrangement is a lease at inception. For all classes of underlying assets, the Company 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 the Company are reasonably certain to exercise. The Company does not have operating lease assets and liabilities recorded on the consolidated balance sheet as of June 30, 2024. Operating lease assets and liabilities are included on the consolidated balance sheet as of 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 the incremental borrowing rate, because the interest rate implicit in most of the leases is not readily determinable. The 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. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company 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.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary share and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, the Company classified each warrants as its own equity.

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 / (loss)

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. As of June 30, 2024, 2023 and 2022, the Company established that there are items that represented components of comprehensive income and, therefore, has included a consolidated statement of operations and comprehensive loss in the consolidated financial statements.

Income taxes

The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended June 30, 2024 and 2023. The Company had no uncertain tax positions for the years ended June 30, 2024 and 2023. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

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.

At June 30, 2023 and 2022, the Company has no financial assets or liabilities subject to recurring fair value measurements. At June 30, 2024, the Company entered into a Standby Equity Purchase Agreement. Under the true-up arrangement, the commitment shares payable are subject to Level 1 fair value measurements upon the date where the true-up is recognised (Note 13).

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.

Impairment for 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. No impairment for long-lived assets was recognized as of June 30, 2024 and 2023.

Prepaid forward contract equity

The Company recorded a Prepaid Forward Contract Equity on its consolidated balance sheet 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 remaining Prepayment Amount. Also, in connection with the Forward Purchase Agreement, the Company recognized this instrument as a reduction to additional paid in capital, on its consolidated balance sheets. Refer to Note 12 for further details.

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 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 consolidated 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 June 30, 2024, 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 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 the consolidated 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’ deficits in balance sheets.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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 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 consolidated financial statements.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

Subsequent Events

12 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

The Company evaluated all events and transactions from June 30, 2024 up through December 24, 2024, which is the date that these consolidated financial statements are available to be issued, there were no other material subsequent events that require disclosure in these consolidated financial statements except below:

On July 2, 2024, the Company issued 873,149 restricted ordinary shares, priced at $0.1785 (the average of 30 trading-day moving average and 50 trading-day moving average with reference date on February 1, 2024) to the directors and executive officers as form of compensation.

On July 2, 2024, the Company allotted and issued 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 August 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Arena Investors LP (“Arena”) whereby it issued a convertible promissory note and warrant (the “Private Placement”). Pursuant to the Purchase Agreement, the Company has agreed to issue Arena a convertible promissory note in an amount of up to $285,714 (the “Note”) and a warrant to purchase up to 1,783,676 ordinary shares (the “Warrant”), par value $0.0001 per share, of the Company at a price of $0.1927 per share (the “Warrant Shares”). The gross proceeds from the Note and Warrant will be used for working capital purposes. The Note has a maturity date of February 15, 2025. The Company’s failure to comply with the material terms of the Note will be considered an event of default. Upon an event of default the Note becomes convertible at a conversion price of 85% of the lowest one-day VWAP (the daily volume weighted average price of the ordinary shares for such trading day on the principal market) for the previous ten (10) trading days prior to conversion. Additionally, Arena may redeem any portion of the Note at a cash price equal to 100% of the amount Arena is electing to redeem. The Warrant is exercisable until August 15, 2029. The exercise price will reset every three months on the sixteenth (16th) of each month beginning November 16, 2024 to a price equal to 100% of the closing price of the ordinary shares on the trading day immediately prior to each such reset date. If there is no Registration Statement of the Company effective by November 15, 2024, the Warrant Shares will be subject to cashless exercise. The number of Warrant Shares deliverable upon exercise of the Warrant is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

On August 22, 2024, the share subscription agreement entered into on July 26, 2024 with GEE Strategy Revitalize Japan Limited was superseded with an amended agreement, pursuant to which the Company shall issue 25,770,308 restricted ordinary shares to GEE Strategy Revitalize Japan Limited, at the price of $0.1785 per share and for a total consideration of $4,600,000.

On August 22, 2024, the Company allotted and issued 5,519,847 restricted ordinary shares to Arena under the true-up arrangement in relation to the SEPA (Note 13).

On August 26, 2024, the Company allotted and issued 127,708 restricted ordinary shares to Garden State Securities Inc, the Company's placement agent, pursuant to the issuance of the commitment fee shares to Arena in relation to the SEPA.

On September 5, 2024, the Company allotted and issued 600,000 restricted ordinary shares as payment to Outside The Box Capital Inc, pursuant to a marketing services agreement on August 29, 2024, at the price of $0.25 per share and for a total consideration of $150,000.

On September 6, 2024 and September 9, 2024, the Company allotted and issued another 7,500,000 restricted ordinary shares, at the issue price of $0.1785 per share to 3DOM Alliance, pursuant to a debt-to-equity swap which both parties agreed to convert the debt of $1,338,750 owed to 3DOM Alliance in relation to a Master Service Agreement into ordinary shares.

Between September 5, 2024 to October 1, 2024, the Company allotted and issued 1,640,000 ordinary shares to Arena to raise $206,168 from the SEPA.

On October 14, 2024, the Company allotted and issued 90,433,183 restricted ordinary shares, pursuant to an asset purchase agreement on October 11, 2024, at the issue price of $0.10 per share to noco-tech Inc, a related party, for a total consideration of $9,043,318 (¥1,340,000,000).

On November 22, 2024, the Company received a determination letter dated November 21, 2024 from Nasdaq Capital Market notifying the Company of its decision to delist the Company’s securities and warrants due to non-compliance with Nasdaq’s continued listing requirements. The Company's securities and warrants were suspended from trading on Nasdaq Capital Market at the open of business on November 25, 2024 and were moved to Over-the-Counter ("OTC") Market for trading.

On December 11, 2024, the Company received a letter of notice of default and reservation or rights from Arena with regard to that certain convertible note issued to Arena on June 27, 2024.

On December 17, 2024, the Company received a letter from GEE Strategy Revitalize Japan Limited that there was a delay in the transfer of funds as it faced administrative issues. Pursuant to the receipt of a total consideration of $4,600,000, the Company shall issue 25,770,308 restricted ordinary shares to GEE Strategy Revitalize Japan Limited, at the price of $0.1785 per share.

On December 18, 2024, the Company held an Extraordinary General Meeting and the shareholders approved a share consolidation, the alteration of share capital, the adoption of the proposed second amended and restated memorandum and articles of association and the increase of share capital with effect on December 20, 2024 or a later date as determined by the board of directors.

On December 19, 2024, the Company entered into a share and warrant subscription agreement with 3DOM Alliance Inc, pursuant to which, the Company shall issue 21,800,000 ordinary shares, par value $0.0001 per share, of the Company (the “PIPE Shares”), at a price per share of $0.10, representing the total consideration of $2,180,000, prior to the payment of related fees and expenses, and a warrant to purchase up to 65,400,000 ordinary shares (the "Warrant"), par value of $0.0001 per share of the Company at a price of $0.05 per share (the "Warrant Shares"). The Warrant is exercisable until February 1, 2030. If there is no registration statement of the Company effective by February 1, 2025, the Warrant Shares will be subject to cashless exercise.

On December 20, 2024, the Company, through its legal counsel, responded to the Nasdaq Listing and Hearing Review Council to appeal on the delisting determination dated November 21, 2024, and also provided an update of the action steps and plans the Company had taken to achieve full compliance of the listing requirements. Apart from holding an Extraordinary General Meeting on December 18, 2024 to approve a share consolidation in an effort to comply with Nasdaq's minimum bid price requirement, the Company has also concluded several initiatives to facilitate compliance with continued listing standards. These initiatives include securing new PIPE financing to achieve the minimum shareholder equity requirement of $2,500,000, refreshing the management team and establishing new strategic partnerships to accelerate business growth.

Related Party Balances and Transactions - Additional Information (Details)													12 Months Ended
	Mar. 28, 2024 shares	Mar. 06, 2024 SGD ($)	Mar. 06, 2024 USD ($) $ / shares	Feb. 06, 2023 SGD ($)	Feb. 06, 2023 USD ($)	Feb. 03, 2023 SGD ($)	Feb. 03, 2023 USD ($)	Feb. 02, 2023 SGD ($)	Feb. 02, 2023 USD ($)	Jul. 18, 2022 shares	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($) $ / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2024 SGD ($)	Jun. 30, 2024 USD ($)	Feb. 06, 2023 USD ($)	Jan. 23, 2023 SGD ($)	Jan. 23, 2023 USD ($)
Related Party Transaction [Line Items]
Amount due to shareholders \| $														$ 3,572,358			$ 1,933,221
3DOM Alliance Inc.
Related Party Transaction [Line Items]
Amounts due to immediate holding company																$ 1,197,959	885,751
Amount due to shareholders \| $														3,572,358			885,751
Ordinary shares issued for conversion of debt, value		$ 6,813,655	$ 5,122,950								$ 1,100,000	$ 790,287	$ 5,122,950	$ 790,287	$ 1,547,804
Ordinary shares issued for conversion price per share \| $ / shares			$ 0.1785									$ 1,041.22
Ordinary shares issued for conversion of debt, shares \| shares	28,700,000									759
Additional drawdown notes requested								$ 2,980,000	$ 2,240,601
Additional drawdown notes received				$ 1,610,000	$ 1,210,526	$ 1,370,000	$ 1,030,075
3DOM Alliance Inc. \| After Reverse Recapitalization
Related Party Transaction [Line Items]
Ordinary shares issued for conversion price per share \| $ / shares												$ 2.67
Ordinary shares issued for conversion of debt, shares \| shares										295,824
Maximum \| 3DOM Alliance Inc.
Related Party Transaction [Line Items]
Principal amount of note issued																$ 8,000,000	$ 6,015,037
Maximum \| First Amendment to Original Promissory Note \| 3DOM Alliance Inc.
Related Party Transaction [Line Items]
Principal amount of note issued																			$ 3,000,000	$ 2,255,639
Maximum \| Second Amendment to Original Promissory Note \| 3DOM Alliance Inc.
Related Party Transaction [Line Items]
Principal amount of note issued				$ 8,000,000														$ 6,015,037

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development			$ (137,412)
General and administrative expense	$ (8,075,623)	$ (16,840,854)	(951,239)
Total operating expenses	(8,075,623)	(16,840,854)	(1,088,651)
Loss from operations	(8,075,623)	(16,840,854)	(1,088,651)
Other income/(expense):
Other income	5,070	36,439	11,792
Other expense	(3,235,573)	(256)
Interest expense	(6,876)
Foreign exchange gain	58,376	12,901	36
Total other income/(expense)	(3,179,003)	49,084	11,828
Loss for the year	(11,254,626)	(16,791,770)	(1,076,823)
Other comprehensive income/(loss):
Foreign currency translation adjustment	34,761	(460,152)	(14,143)
Total comprehensive income attributable to equity owners of the Company	$ (11,219,865)	$ (17,251,922)	$ (1,090,966)
Basic loss per ordinary share	$ (0.08)	$ (0.14)	$ (0.01)
Diluted loss per ordinary share	$ (0.08)	$ (0.14)	$ (0.01)
Basic weighted average number of ordinary shares outstanding	142,822,127	123,964,463	83,748,856
Diluted weighted average number of ordinary shares outstanding	142,822,127	123,964,463	83,748,856

Organization and Nature of Operations

12 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

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").

noco-noco Inc. (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.

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, 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 Ordinary Share (defined below), one half of PNAC Warrant (defined below), and one PNAC Right (defined below); (ii) each share of PNAC Class A Ordinary Share, par value $0.0001 per share (“PNAC Class A Ordinary Share”, together with PNAC Class B Ordinary Share, par value $0.0001 per share, the “PNAC Ordinary Share”) 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 Ordinary Share 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 Ordinary Share 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 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 Group 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 Group.

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 Ordinary Shares (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 12 for further details on the Forward Purchase Agreement and the related settlement scenarios.


	August 28, 2023
	$
Cash - PNAC trust and cash, net of redemptions		24,029,660
Less: Combined company transaction costs		(755,872	)
Net cash proceeds from 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 commissions		(1,201,348	)
Cash proceeds, net of Forward Purchase Transaction Prepayment Amount		772,461

As at June 30, 2024, subsidiaries of the Company include the following entities:


Entity	Date of incorporation	Place of incorporation	Ownership	Principal activities
Prime Number New Sub Pte. Ltd.	January 25, 2023	Singapore	100% owned by the Company	Dormant
noco-noco Pte. Ltd.	July 25, 2019	Singapore	100% owned by Prime Number New Sub Pte. Ltd.	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd. ("noco-noco Australia")	January 19, 2023	Australia	52% owned by noco-noco Pte. Ltd.	Dormant

Document and Entity Information	12 Months Ended
Document and Entity Information	Jun. 30, 2024 shares
Document Information [Line Items]
Entity Registrant Name	noco-noco Inc.
Document Type	20-F
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding	170,453,431
Amendment Flag	false
Entity Central Index Key	0001964021
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Ex Transition Period	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	true
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Document Registration Statement	false
Document Transition Report	false
Document Annual Report	true
Document Shell Company Report	false
Securities Act File Number	001-41789
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, Postal Zip Code	039190
Entity Address, Country	SG
Entity Address, City or Town	Singapore
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
Document Accounting Standard	U.S. GAAP
Auditor Firm ID	1171
Auditor Location	San Mateo, California
Auditor Name	WWC, P.C.
Auditor Opinion [Text Block]	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of noco-noco Inc. and its subsidiaries (the “Company”) as of June 30, 2024, and the related consolidated statement of operations and comprehensive loss, changes in shareholders' deficit, and cash flows of the year ended June 30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Business Contract
Document Information [Line Items]
Entity Address, Address Line One	3 Temasek Avenue
Entity Address, Address Line Two	Centennial Tower, Level 18
Entity Address, Postal Zip Code	039190
Entity Address, Country	SG
Entity Address, City or Town	Singapore
Contact Personnel Name	Masataka Matsumura
City Area Code	+65
Local Phone Number	69503852
Contact Personnel Email Address	contactus@noco-noco.com
Ordinary Shares
Document Information [Line Items]
Trading Symbol	NCNCF
Title of 12(b) Security	Ordinary shares, par value US$0.0001
Warrants
Document Information [Line Items]
Trading Symbol	NCNWF
Title of 12(b) Security	Warrants, each whole warrant exercisable for one ordinary share

Related Party Balances and Transactions

12 Months Ended

Jun. 30, 2024

Related Party Balances and Transactions

NOTE 9 – RELATED PARTY BALANCES AND TRANSACTIONS

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.

The Company's relationships with related parties who had transactions with the Company are summarized as follows:


Related Parties		Relationship
3DOM Alliance Inc.		Shareholder
Future Science Research Inc.		Shareholder

Masataka Matsumura		Chief Executive Officer and Director
Yuta Akakuma		Director
Jean-Francois Raymond Roger Minier		Independent Director
Minoru Tanaka		Independent Director
Noriyoshi Suzuki		Independent Director
Ng Wee Kiat (Darren)		Chief Financial Officer

a. Related party balances


Nature	Name	June 30, 2024		June 30, 2023
		$		$
Amount due to shareholder	3DOM Alliance Inc		885,751		3,572,358
Amount due to shareholder	Future Science Research Inc		1,047,470		—
			1,933,221		3,572,358

Amount due to director	Masataka Matsumura		101,514		—
Amount due to director	Yuta Akakuma		47,247		—
Amount due to independent director	Jean-Francois Raymond Roger Minier		25,837		—
Amount due to independent director	Minoru Tanaka		18,072		—
Amount due to independent director	Noriyoshi Suzuki		18,072		—
			210,742		—

b. Related party transactions


Nature	Name	June 30, 2024			June 30, 2023			June 30, 2022
		$			$			$
Cash advances provided to the Company	3DOM Alliance Inc		1,266,916			2,079,901			873,066
Payment on behalf of the Company	3DOM Alliance Inc		639,604			1,308,112			117,882
Purchases by the Company	3DOM Alliance Inc		—			—			—
Fees for support services received by the Company	3DOM Alliance Inc		446,250			—			—
Ordinary shares issued for conversion of debt	3DOM Alliance Inc		(5,122,950	)		(790,287	)		(1,547,804	)

Cash advances provided to the Company	Future Science Research Inc		1,047,470			—			—

Cash advances provided to the Company	Masataka Matsumura		7,638			—			—
Share-based compensation	Masataka Matsumura		177,753			—			—

Share-based compensation	Yuta Akakuma		44,996			—			—

Share-based compensation	Jean-Francois Raymond Roger Minier		51,599			—			—

Share-based compensation	Minoru Tanaka		18,072			—			—

Share-based compensation	Noriyoshi Suzuki		18,072			—			—

Share-based compensation	Ng Wee Kiat (Darren)		86,393			—			—

Amounts due to shareholder - 3DOM Alliance Inc

As of June 30, 2024 and 2023, the Company reported amounts due to immediate holding company, 3DOM Alliance Inc. of amount $885,751 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.

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 $1,041.22 ($2.67 after reverse recapitalization) per share. The Company issued 759 (295,824 after reverse recapitalization) shares of ordinary shares on July 18, 2022.

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 $2,255,639 (S$3,000,000) to the Company. There is no other change in terms and conditions to the Original Promissory Note.

On February 2, 2023, the Company requested an additional drawdown of $2,240,601 (S$2,980,000) of which 3DOM Alliance Inc. split the amount into two tranches. The Company received $1,030,075 (S$1,370,000) on February 3, 2023 and $1,210,526 (S$1,610,000) on February 6, 2023.

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 $6,015,037 (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 consolidated financial statements (refer to Note 2).

On March 6, 2024, the Company agreed with 3DOM Alliance Inc. to convert the debt amounting to $5,122,950 (S$6,813,655) into ordinary shares of the Company at $0.1785 per share. The Company issued 28,700,000 shares of ordinary shares on March 28, 2024.

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.

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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-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
-SubTopic 235
-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
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-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
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: 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 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Commitments and Contingencies Disclosure [Abstract]

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Loss before tax	$ (11,254,626)	$ (16,791,770)	$ (1,076,823)
Adjustments for:
Depreciation of property and equipment	5,644	4,855	3,447
Amortization of right-of-use asset	174,788
Property and equipment written-off	855	256
Lease modification	8,462
Interest expense	6,876
Stock-based compensation	2,214,431	13,568,137
Shares issued for ELOC commitment fee	3,228,510
Shares issued for forward purchase agreement	756,000
Shares issued for marketing fee	200,000
Operating cash flows before working capital changes	(4,659,060)	(3,218,522)	(1,073,376)
Changes in working capital:
Inventories			163,259
Due from promissory note	333,594	(333,594)
Deposit, upfront payments and other receivables	47,640	(2,805)	(18,878)
Accruals and other payables	3,404,973	574,119	121,253
Operating lease liabilities		(1,976)	2,565
Amount due to directors	7,638
Net cash used in operating activities	(865,215)	(2,982,778)	(805,177)
Cash flows from investing activities
Purchase of property and equipment		(5,735)	(3,888)
Effect of reverse capitalization of PNAC, net	(2,054,406)
Net cash used in investing activities	(2,054,406)	(5,735)	(3,888)
Cash flows from financing activities
Capital contribution from non-controlling interest		67
Advances from shareholders	3,483,813	3,388,520	873,066
Repayment of lease liabilities	(172,776)
Interest paid for lease liabilities	(6,876)
Net cash generated from financing activities	3,304,161	3,388,587	873,066
Increase in cash and cash equivalents	384,540	400,074	64,001
Effect of exchange rate changes	34,855	(463,911)	(14,065)
Cash and cash equivalents at beginning of period	17,789	81,626	31,690
Cash and cash equivalents at end of period	437,184	17,789	81,626
Supplemental disclosure of non-cash investing and financing information:
Issuance of ordinary shares for commitment fee	2,251,497
Issuance of ordinary shares for conversion of debts	$ 5,122,950	$ 790,287	$ 1,547,804

Commitments and Contingencies

12 Months Ended

Jun. 30, 2024

Commitments and Contingencies

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company are subject to loss contingencies, such as legal proceedings and claims arising out of the 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”, the Company 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, 2024 and through the issuance date of these consolidated financial statements.

Leases (Tables)

12 Months Ended

Jun. 30, 2024

Leases [Abstract]

Summary of ROU Assets and Lease Liabilities

The Company recognized ROU assets and lease liabilities as follows:


	June 30, 2024
	$
Assets:
Leasehold premise		220,261
Addition		—
Amortization		(174,788	)
Written-off		(44,991	)
Effects of movements in exchange rates		(482	)
Total right-of-use assets - Operating leases		—


	June 30, 2024
	$
Liabilities:
Current:
Operating lease liabilities		—
Non-current
Operating lease liabilities		—
Total lease liabilities		—

Summary of Short Term Lease Expenses


	June 30, 2024
	$
Short-term lease expenses		1,418

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (11,254,626)	$ (16,791,770)	$ (1,076,823)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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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/disclosureRef
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Reference 6: 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 13: 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 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Stockholders' Equity Note [Abstract]

Standby Equity Purchase Agreement

12 Months Ended

Jun. 30, 2024

Standby Equity Purchase Agreement

NOTE 13 - STANDBY EQUITY PURCHASE AGREEMENT

On August 14, 2023, the Company 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 ordinary shares 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 ordinary shares 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 fair value of the put right which was determined by using the Black-Scholes model using the following assumptions: (1) expected volatility of 90.8%, (2) risk-free interest rate of 4.58%, (3) expected life of 1.17 years, (4) exercise price of $1.00 and (5) share price of $0.18 as at end of reporting period. The Company has not utilized the SEPA, and no shares have been sold as at the end of the reporting period, management concluded that the fair value of the put right is immaterial as of June 30, 2024, and as such, the Company has not recorded any put right.

Pursuant to the terms and conditions set forth in the SEPA, the Company has elected and issued 2,994,012 ordinary shares to Arena on October 12, 2023 as consideration for its irrevocable commitment to purchase ordinary shares. The Company will issue additional 5,519,847 ordinary shares to Arena under the true-up arrangement. The additional 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 $3,228,510, was recorded as other expense for the period ended June 30, 2024. On August 22, 2024, the Company allotted and issued 5,519,847 restricted ordinary shares to Arena under the true-up arrangement in relation to the SEPA (Note 15).

For the period ended June 30, 2024, the Company has not issued and raised any funds from the SEPA.

Accruals and Other Payables

12 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accruals and Other Payables

NOTE 7 – ACCRUALS AND OTHER PAYABLES

Accruals and other payables consist of the following:


	June 30, 2024
	$
Other payables - non-current
Other payables*		2,257,500

Accruals and other payables - current
Other payables**		3,055,916
Accrued expenses		155,916
		3,211,832

Total		5,469,332

* Other payables - non-current mainly consist of payable for deferred underwriting fees.

Related Party Balances and Transactions (Tables)

12 Months Ended

Jun. 30, 2024

Schedule of Relationships with Related Parties who had Transactions

The Company's relationships with related parties who had transactions with the Company are summarized as follows:


Related Parties		Relationship
3DOM Alliance Inc.		Shareholder
Future Science Research Inc.		Shareholder

Masataka Matsumura		Chief Executive Officer and Director
Yuta Akakuma		Director
Jean-Francois Raymond Roger Minier		Independent Director
Minoru Tanaka		Independent Director
Noriyoshi Suzuki		Independent Director
Ng Wee Kiat (Darren)		Chief Financial Officer

a. Related party balances


Nature	Name	June 30, 2024		June 30, 2023
		$		$
Amount due to shareholder	3DOM Alliance Inc		885,751		3,572,358
Amount due to shareholder	Future Science Research Inc		1,047,470		—
			1,933,221		3,572,358

Amount due to director	Masataka Matsumura		101,514		—
Amount due to director	Yuta Akakuma		47,247		—
Amount due to independent director	Jean-Francois Raymond Roger Minier		25,837		—
Amount due to independent director	Minoru Tanaka		18,072		—
Amount due to independent director	Noriyoshi Suzuki		18,072		—
			210,742		—

b. Related party transactions


Nature	Name	June 30, 2024			June 30, 2023			June 30, 2022
		$			$			$
Cash advances provided to the Company	3DOM Alliance Inc		1,266,916			2,079,901			873,066
Payment on behalf of the Company	3DOM Alliance Inc		639,604			1,308,112			117,882
Purchases by the Company	3DOM Alliance Inc		—			—			—
Fees for support services received by the Company	3DOM Alliance Inc		446,250			—			—
Ordinary shares issued for conversion of debt	3DOM Alliance Inc		(5,122,950	)		(790,287	)		(1,547,804	)

Cash advances provided to the Company	Future Science Research Inc		1,047,470			—			—

Cash advances provided to the Company	Masataka Matsumura		7,638			—			—
Share-based compensation	Masataka Matsumura		177,753			—			—

Share-based compensation	Yuta Akakuma		44,996			—			—

Share-based compensation	Jean-Francois Raymond Roger Minier		51,599			—			—

Share-based compensation	Minoru Tanaka		18,072			—			—

Share-based compensation	Noriyoshi Suzuki		18,072			—			—

Share-based compensation	Ng Wee Kiat (Darren)		86,393			—			—

Related Party Balances and Transactions - Summary of Related Party Transactions (Details)					12 Months Ended
	Mar. 06, 2024 SGD ($)	Mar. 06, 2024 USD ($)	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
3DOM Alliance Inc.
Related Party Transaction [Line Items]
Cash advances provided to the Company					$ 1,266,916	$ 2,079,901	$ 873,066
Payment on behalf of the Company					639,604	1,308,112	117,882
Fees for support services received by the Company					446,250
Ordinary shares issued for conversion of debt	$ (6,813,655)	$ (5,122,950)	$ (1,100,000)	$ (790,287)	(5,122,950)	$ (790,287)	$ (1,547,804)
Future Science Research Inc.
Related Party Transaction [Line Items]
Cash advances provided to the Company					1,047,470
Masataka Matsumura
Related Party Transaction [Line Items]
Cash advances provided to the Company					7,638
Share-based compensation					177,753
Yuta Akakuma
Related Party Transaction [Line Items]
Share-based compensation					44,996
Jean-Francios Raymond Roger Minier
Related Party Transaction [Line Items]
Share-based compensation					51,599
Minoru Tanaka
Related Party Transaction [Line Items]
Share-based compensation					18,072
Noriyoshi Suzuki
Related Party Transaction [Line Items]
Share-based compensation					18,072
Ng Wee Kiat (Darren)
Related Party Transaction [Line Items]
Share-based compensation					$ 86,393

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Jun. 30, 2023	Dec. 28, 2022
Statement of Financial Position [Abstract]
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, issued	170,453,431	126,799,854
Ordinary shares, outstanding	170,453,431	126,799,854

CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2024

Jun. 30, 2023

Current assets

Cash and cash equivalents

$ 437,184

$ 17,789

Deposits, upfront payments and other receivables

56,920

104,560

Promissory note - Prime Number Acquisition I Corp.

333,594

Total current assets

494,104

455,943

Non-current assets

Property and equipment, net

8,440

14,991

Right of use assets - operating lease, net

220,261

Total non-current assets

8,440

235,252

Total assets

502,544

691,195

Current liabilities

Accruals and other payables - current

3,211,832

587,346

Operating lease liability - current

173,045

Total current liabilities

3,422,574

760,391

Non-current liabilities

Accruals and other payables - non-current

2,257,500

Amount due to shareholders

1,933,221

3,572,358

Operating lease liability - non-current

36,700

Total non-current liabilities

4,190,721

3,609,058

Total liabilities

7,613,295

4,369,449

Commitments and Contingencies

Shareholders' deficit

Ordinary shares ($0.0001 par value, 170,453,431 and 126,799,854 shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively) *

^[1]

17,044

12,679

Additional paid in capital

23,686,552

15,903,549

Accumulated deficits

(30,398,139)

(19,143,513)

Accumulated other comprehensive loss

(416,277)

(451,038)

Equity attributable to owners of the Company

(7,110,820)

(3,678,323)

Non-controlling interest

Total shareholders' deficit

(7,110,751)

(3,678,254)

Total liabilities and shareholder's deficit

502,544

$ 691,195

Directors

Current liabilities

Amount due to directors

$ 210,742

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

Shareholders Equity

12 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Shareholders Equity

NOTE 10 – 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 Shares that amounted to 126,799,854.

On July 18, 2022, the Company issued 759 (295,824 after reverse recapitalization) ordinary shares to 3DOM Alliance Inc. in connection with the conversion of debt (refer to Note 9).

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.

On August 28, 2023, the Company issued 5,636,585 ordinary shares in relation to the business combination (refer to Note 1).

On October 12, 2023, the Company issued 2,994,012 ordinary shares to Arena Business Solutions Global SPC II Ltd as commitment fee in relation to the Standby Equity Purchase Agreement (refer to Note 13).

On February 1, 2024, the Company issued 400,000 ordinary shares to Outside of the Box Capital Inc as payment for marketing services.

On March 19, 2024, the Company issued 2,522,980 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 the employees, directors and executive officers as form of compensation.

On March 26, 2024, the Company issued 3,000,000 ordinary shares to (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 “Meteora Parties”) in relation to the Forward Purchase Agreement (refer to Note 12).

On March 28, 2024, the Company issued 28,700,000 ordinary shares to 3DOM Alliance Inc. in connection with the conversion of debt (refer to Note 9).

On April 22, 2024, the Company issued an additional 400,000 ordinary shares to Outside of the Box Capital Inc as payment for marketing services.

The consolidated financial statements for the years ended and as of June 30, 2024 and 2023 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, 2024 and 2023, the Company had 170,453,431 and 126,799,854 ordinary shares issued and outstanding, respectively.

Issuance of warrants

On August 28, 2023, in relation to the business combination (refer to Note 1), the Company issued 3,224,994 warrants at an offering price of $11.50 per share. These warrants can be exercised beginning on August 28, 2023, for a period of 5 years. As at June 30, 2024, none of the warrants have been exercised. The fair value of the warrants which was determined by using the Black-Scholes model using the following assumptions: (1) expected volatility of 90.8%, (2) risk-free interest rate of 4.58%, (3) expected life of 4.17 years, (4) exercise price of $11.50 and (5) share price of $0.18 as at end of reporting period. Due to the market conditions of the Company's share prices, the fair value of the warrants is immaterial.

The entire disclosure for equity.

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Summary of Deposits, Upfront Payments and other Receivables

Shareholders Equity - Additional Information (Details)										12 Months Ended
Shareholders Equity - Additional Information (Details)	Apr. 22, 2024 shares	Mar. 28, 2024 shares	Mar. 26, 2024 shares	Mar. 19, 2024 $ / shares shares	Feb. 01, 2024 shares	Oct. 12, 2023 shares	Aug. 28, 2023 shares	Jan. 19, 2023 shares	Jul. 19, 2022 Shareholder	Jun. 30, 2024 $ / shares shares	Aug. 25, 2023 $ / shares	Aug. 13, 2023 $ / shares	Jun. 30, 2023 $ / shares shares	Dec. 28, 2022 $ / shares shares	Jul. 18, 2022 shares
Stockholders' Equity
Common stock, shares issued										170,453,431			126,799,854
Common stock, shares outstanding										170,453,431			126,799,854
Ordinary shares authorized														500,000,000
Ordinary Stock, Par value \| $ / shares										$ 0.0001			$ 0.0001	$ 0.0001
Shares granted								5,071,886
Trading-day moving average				the average of 30 trading-day moving average and 50 trading-day moving average
Meteora Capital Partners LP, Meteora Select Trading Opportunities Master LP and Meteora Strategic Capital LLC
Stockholders' Equity
Ordinary shares issued			3,000,000
3DOM Alliance Inc
Stockholders' Equity
Ordinary shares issued		28,700,000
Outside of the Box Capital Inc
Stockholders' Equity
Ordinary shares issued as payment for marketing services	400,000				400,000
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%
Directors and Executive Officers
Stockholders' Equity
Restricted ordinary shares issued				2,522,980
Price per share \| $ / shares				$ 0.1785
Pubco
Stockholders' Equity
Ordinary shares issued in relation to business combination							5,636,585
Prime Number Acquisition I Corp.
Stockholders' Equity
Common stock, shares issued														126,799,854
Ordinary Stock, Par value \| $ / shares											$ 0.0001	$ 10.65
Business Combination
Stockholders' Equity
Number of warrants issued in relation to business combination							3,224,994
Warrants offering price							11.5
Warrant exercisable date							Aug. 28, 2023
Warrants exercisable term							5 years
Number of warrants exercised										0
Business Combination \| Expected Volatility
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model							0.908
Business Combination \| Risk-Free Interest Rate
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model							0.0458
Business Combination \| Expected Life
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model							4.17
Business Combination \| Exercise Price
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model							11.5
Business Combination \| Share Price
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model							0.18
3DOM Alliance Inc.
Stockholders' Equity
Common stock, shares issued															759
3DOM Alliance Inc. \| After Reverse Recapitalization
Stockholders' Equity
Common stock, shares issued															295,824
Arena Business Solutions Global Spc II, Ltd
Stockholders' Equity
Common stock, shares issued						2,994,012				0
Ordinary shares issued as payment for marketing services										5,519,847
Arena Business Solutions Global Spc II, Ltd \| Expected Volatility
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model										0.908
Arena Business Solutions Global Spc II, Ltd \| Risk-Free Interest Rate
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model										0.0458
Arena Business Solutions Global Spc II, Ltd \| Expected Life
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model										1.17
Arena Business Solutions Global Spc II, Ltd \| Exercise Price
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model										1
Arena Business Solutions Global Spc II, Ltd \| Share Price
Stockholders' Equity
Fair value of warrants measurement input using Black-Scholes model										0.18
Arena Business Solutions Global Spc II, Ltd \| Standby Equity Purchase Agreement
Stockholders' Equity
Ordinary shares issued in relation to business combination						2,994,012

Deposits, Upfront Payments and Other Receivables (Tables)

12 Months Ended

Jun. 30, 2024

Deposits [Abstract]

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


	June 30, 2024		June 30, 2023
	$		$
Deposits		311		45,369
Upfront payments		30,972		47,161
Other receivables		25,637		12,030
Total		56,920		104,560

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance	$ 28,264	$ 19,131
Additions		8,888
Written-off	(7,740)	(703)
Effects of movements in exchange rates	(130)	948
Cost, Ending balance	20,394	28,264
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance	13,273	8,524
Depreciation	5,644	4,855
Disposal	(6,885)	(442)
Effects of movements in exchange rates	(78)	336
Accumulated depreciation, Ending balance	11,954	13,273
Carrying amounts	8,440	14,991
Office equipment
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance	28,264	19,131
Additions		8,888
Written-off	(7,740)	(703)
Effects of movements in exchange rates	(130)	948
Cost, Ending balance	20,394	28,264
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance	13,273	8,524
Depreciation	5,644	4,855
Disposal	(6,885)	(442)
Effects of movements in exchange rates	(78)	336
Accumulated depreciation, Ending balance	11,954	13,273
Carrying amounts	$ 8,440	$ 14,991

Organization and Nature of Operations (Tables)

12 Months Ended

Jun. 30, 2024

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
Less: Combined company transaction costs		(755,872	)
Net cash proceeds from 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 commissions		(1,201,348	)
Cash proceeds, net of Forward Purchase Transaction Prepayment Amount		772,461

As at June 30, 2024, subsidiaries of the Company include the following entities:


Entity	Date of incorporation	Place of incorporation	Ownership	Principal activities
Prime Number New Sub Pte. Ltd.	January 25, 2023	Singapore	100% owned by the Company	Dormant
noco-noco Pte. Ltd.	July 25, 2019	Singapore	100% owned by Prime Number New Sub Pte. Ltd.	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd. ("noco-noco Australia")	January 19, 2023	Australia	52% owned by noco-noco Pte. Ltd.	Dormant

Summary of Subsidiaries

As at June 30, 2024, subsidiaries of the Company include the following entities:


Entity	Date of incorporation	Place of incorporation	Ownership	Principal activities
Prime Number New Sub Pte. Ltd.	January 25, 2023	Singapore	100% owned by the Company	Dormant
noco-noco Pte. Ltd.	July 25, 2019	Singapore	100% owned by Prime Number New Sub Pte. Ltd.	Principally engaged in providing platform-solutions of decarbonizing offerings
noco-noco Australia Pty. Ltd. ("noco-noco Australia")	January 19, 2023	Australia	52% owned by noco-noco Pte. Ltd.	Dormant

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Income Tax [Line Items]
Standard corporate income tax rate	17.00%	17.00%	17.00%
Provision for income taxes	$ 0	$ 0
Unrecognized uncertain tax positions	0	0
Amount of liability, interest or penalties related to uncertain tax positions accrued	0	$ 0
Net operating loss carried forward	$ 2,590,374
Inland Revenue, Singapore (IRAS)
Income Tax [Line Items]
Standard corporate income tax rate	17.00%
Years subject to examination by tax authorities	2020 2021 2022 2023 2024
Cayman Islands
Income Tax [Line Items]
Accrue for taxes	$ 0
Australian Taxation Office
Income Tax [Line Items]
Standard corporate income tax rate	30.00%

Subsequent Events - Additional Information (Details)															1 Months Ended
Subsequent Events - Additional Information (Details)	Dec. 20, 2024 USD ($)	Dec. 19, 2024 USD ($) $ / shares shares	Dec. 17, 2024 USD ($) $ / shares shares	Oct. 14, 2024 JPY (¥) shares	Oct. 14, 2024 USD ($) $ / shares shares	Sep. 09, 2024 USD ($) $ / shares shares	Sep. 06, 2024 USD ($) $ / shares shares	Sep. 05, 2024 USD ($) $ / shares shares	Aug. 26, 2024 shares	Aug. 22, 2024 USD ($) $ / shares shares	Aug. 16, 2024 USD ($) Days $ / shares shares	Jul. 02, 2024 USD ($) $ / shares shares	Mar. 28, 2024 shares	Mar. 19, 2024 $ / shares shares	Oct. 01, 2024 shares	Jun. 30, 2024 $ / shares shares	Jun. 30, 2023 $ / shares shares	Dec. 28, 2022 $ / shares
Subsequent Event [Line Items]
Ordinary stock, shares, issued																170,453,431	126,799,854
Trading-day moving average														the average of 30 trading-day moving average and 50 trading-day moving average
Ordinary shares, par value \| $ / shares																$ 0.0001	$ 0.0001	$ 0.0001
3DOM Alliance Inc
Subsequent Event [Line Items]
New ordinary shares issued													28,700,000
Directors and Executive Officers
Subsequent Event [Line Items]
Restricted ordinary shares issued														2,522,980
Price per share \| $ / shares														$ 0.1785
Subsequent Event
Subsequent Event [Line Items]
Trading-day moving average												the average of 30 trading-day moving average and 50 trading-day moving average
Priivate investment in public equity financing to achieve minimum shareholder equity \| $	$ 2,500,000
Subsequent Event \| Future Science Research Inc.
Subsequent Event [Line Items]
Price per share \| $ / shares												$ 0.1656
New ordinary shares issued												6,235,410
Shares consideration amount \| $												$ 1,032,584
Subsequent Event \| GEE Strategy Revitalize Japan Limited
Subsequent Event [Line Items]
Price per share \| $ / shares										$ 0.1785
New ordinary shares issued										25,770,308
Shares consideration amount \| $										$ 4,600,000
Subsequent Event \| Arena Business Solutions Global Spc II, Ltd
Subsequent Event [Line Items]
Ordinary stock, shares, issued															206,168
New ordinary shares issued										5,519,847					1,640,000
Subsequent Event \| Garden State Securities Inc
Subsequent Event [Line Items]
New ordinary shares issued									127,708
Subsequent Event \| Outside The Box Capital Inc
Subsequent Event [Line Items]
Price per share \| $ / shares								$ 0.25
New ordinary shares issued								600,000
Shares consideration amount \| $								$ 150,000
Subsequent Event \| Noco-Tech Inc
Subsequent Event [Line Items]
Price per share \| $ / shares					$ 0.1
New ordinary shares issued				90,433,183	90,433,183
Shares consideration amount				¥ 1,340,000,000	$ 9,043,318
Subsequent Event \| 3DOM Alliance Inc
Subsequent Event [Line Items]
Price per share \| $ / shares		$ 0.1				$ 0.1785	$ 0.1785
New ordinary shares issued		21,800,000				7,500,000	7,500,000
Shares consideration amount \| $		$ 2,180,000
Ordinary shares issued for conversion of debt, value \| $						$ 1,338,750	$ 1,338,750
Ordinary shares, par value \| $ / shares		$ 0.0001
Subsequent Event \| Warrant Shares \| 3DOM Alliance Inc
Subsequent Event [Line Items]
Price per share \| $ / shares		0.05
Ordinary shares, par value \| $ / shares		$ 0.0001
Date until which warrant is exercisable		Feb. 01, 2030
Subsequent Event \| Warrant Shares \| Maximum \| 3DOM Alliance Inc
Subsequent Event [Line Items]
Warrants to purchase ordinary shares		65,400,000
Subsequent Event \| Restricted Ordinary Shares \| GEE Strategy Revitalize Japan Limited
Subsequent Event [Line Items]
Price per share \| $ / shares			$ 0.1785
New ordinary shares issued			25,770,308
Shares consideration amount \| $			$ 4,600,000
Subsequent Event \| Securities Purchase Agreement
Subsequent Event [Line Items]
Ordinary shares, par value \| $ / shares											$ 0.0001
Subsequent Event \| Securities Purchase Agreement \| Convertible Promissory Note
Subsequent Event [Line Items]
Convertible promissory note maturity date											Feb. 15, 2025
Conversion terms											The Company’s failure to comply with the material terms of the Note will be considered an event of default. Upon an event of default the Note becomes convertible at a conversion price of 85% of the lowest one-day VWAP (the daily volume weighted average price of the ordinary shares for such trading day on the principal market) for the previous ten (10) trading days prior to conversion.
Percentage of conversion price to lowest one-day VWAP											85.00%
Trading days \| Days											10
Redemption description											Additionally, Arena may redeem any portion of the Note at a cash price equal to 100% of the amount Arena is electing to redeem.
Subsequent Event \| Securities Purchase Agreement \| Maximum
Subsequent Event [Line Items]
Convertible promissory note \| $											$ 285,714
Warrants to purchase ordinary shares											1,783,676
Subsequent Event \| Securities Purchase Agreement \| Warrant
Subsequent Event [Line Items]
Date until which warrant is exercisable											Aug. 15, 2029
Warrant exercise price description											The exercise price will reset every three months on the sixteenth (16th) of each month beginning November 16, 2024 to a price equal to 100% of the closing price of the ordinary shares on the trading day immediately prior to each such reset date.
Subsequent Event \| Securities Purchase Agreement \| Warrant Shares
Subsequent Event [Line Items]
Price per share \| $ / shares											$ 0.1927
Subsequent Event \| Directors and Executive Officers
Subsequent Event [Line Items]
Restricted ordinary shares issued												873,149
Price per share \| $ / shares												$ 0.1785

Income Tax

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Tax

NOTE 11 – INCOME TAX

Cayman Islands

The Company is incorporated in Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by the Company entities to their shareholders, no Cayman Islands withholding tax will be imposed. Accordingly, the Company do not accrue for taxes.

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 30%. noco-noco Australia has been dormant since incorporation and has not engaged in any business activities since its incorporation.

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%.

Due to the noco-noco's net loss position, there was no provision for income taxes recorded as of June 30, 2024 and 2023. 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, noco-noco assessed it was not more likely than not that the deferred tax assets would be realized in the foreseeable future.


	June 30, 2024			June 30, 2023			June 30, 2022
	$			$			$
Loss before tax		(11,254,626	)		(16,791,770	)		(1,076,823	)
Singapore statutory income tax rate		17	%		17	%		17	%
Income tax expense computed at statutory rate		(1,913,286	)		(2,854,601	)		(183,060	)
Reconciling items:
Income not subject to tax in Singapore		—			—			(11,680	)
Non-deductible expenses		1,875,179			2,236,523			—
Change in valuation allowance		—			618,078			194,740
Others		38,107			—			—
Income tax expenses		—			—			—

noco-noco 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, 2024 and 2023, noco-noco did not have any significant unrecognized uncertain tax positions. noco-noco 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, 2024 and 2023. noco-noco does not believe that its uncertain tax benefits position will materially change over the next twelve months.

As of June 30, 2024, Singapore tax returns for the years 2020 to 2024 are subject to examination by the tax authorities.

noco-noco had net operating loss carried forward for tax purposes of approximately $2,590,374 as of June 30, 2024 arising from prior periods, which may be carried forward indefinitely to offset future taxable income.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Estimated Useful Lives

Leases - Summary of Short Term Lease Expenses (Details)	12 Months Ended
Leases - Summary of Short Term Lease Expenses (Details)	Jun. 30, 2024 USD ($)
Lease, Cost [Abstract]
Short-term lease expenses	$ 1,418

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

The estimated useful lives are as follows:


		Useful lives
Office equipment		5 years

Related Party Balances and Transactions - Schedule of Relationships with Related Parties who had Transactions (Details))	12 Months Ended
	Jun. 30, 2024
3DOM Alliance Inc.
Related Party Transaction [Line Items]
Relationship to the company	Shareholder
Future Science Research Inc.
Related Party Transaction [Line Items]
Relationship to the company	Shareholder
Masataka Matsumura
Related Party Transaction [Line Items]
Relationship to the company	Chief Executive Officer and Director
Yuta Akakuma
Related Party Transaction [Line Items]
Relationship to the company	Director
Jean-Francios Raymond Roger Minier
Related Party Transaction [Line Items]
Relationship to the company	Independent Director
Minoru Tanaka
Related Party Transaction [Line Items]
Relationship to the company	Independent Director
Noriyoshi Suzuki
Related Party Transaction [Line Items]
Relationship to the company	Independent Director
Ng Wee Kiat (Darren)
Related Party Transaction [Line Items]
Relationship to the company	Chief Financial Officer

Income Tax (Tables)

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation


	June 30, 2024			June 30, 2023			June 30, 2022
	$			$			$
Loss before tax		(11,254,626	)		(16,791,770	)		(1,076,823	)
Singapore statutory income tax rate		17	%		17	%		17	%
Income tax expense computed at statutory rate		(1,913,286	)		(2,854,601	)		(183,060	)
Reconciling items:
Income not subject to tax in Singapore		—			—			(11,680	)
Non-deductible expenses		1,875,179			2,236,523			—
Change in valuation allowance		—			618,078			194,740
Others		38,107			—			—
Income tax expenses		—			—			—

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)

Total

Ordinary shares

Additional paid in capital

^[1]

Accumulated deficits

Accumulated other comprehensive loss

Equity Attributable to Owners of the Company

Non-controlling interest

Beginning balance, shares at Jun. 30, 2021

779,510

Beginning balance at Jun. 30, 2021

$ (1,241,661)

$ 78

^[1]

$ 9,922

$ (1,274,920)

$ 23,259

$ (1,241,661)

Ordinary shares issued for conversion of debt, shares

120,652,634

Ordinary shares issued for conversion of debt, value

1,547,804

$ 12,065

^[1]

1,535,739

1,547,804

Foreign currency translation adjustment

(14,143)

Net loss

(1,076,823)

Ending balance, shares at Jun. 30, 2022

121,432,144

Ending balance at Jun. 30, 2022

(784,823)

$ 12,143

^[1]

1,545,661

(2,351,743)

9,116

(784,823)

Capital contribution from non-controlling interest

(2)

$ 69

Ordinary shares issued for conversion of debt, shares

295,824

Ordinary shares issued for conversion of debt, value

790,287

$ 29

^[1]

790,258

790,287

Share issued under stock-based compensation, shares

5,071,886

Share issued under stock-based compensation, value

13,568,137

$ 507

^[1]

13,567,630

13,568,137

Foreign currency translation adjustment

(460,152)

Net loss

(16,791,770)

Ending balance, shares at Jun. 30, 2023

126,799,854

Ending balance at Jun. 30, 2023

(3,678,254)

$ 12,679

^[1]

15,903,549

(19,143,513)

(451,038)

(3,678,323)

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

^[1]

2,251,198

2,251,497

Shares issued for PNCPS Compensation Shares

609,756

Shares issued for PNCPS Compensation Shares, value

1,060,975

$ 61

^[1]

1,060,914

1,060,975

New share issuances, shares

3,015,437

New share issuances, value

22,553,066

$ 302

^[1]

22,552,764

22,553,066

Reverse capitalisation of Prime Number Acquisition I Corp, shares

2,011,392

Reverse capitalisation of Prime Number Acquisition I Corp, value

(24,607,472)

$ 201

^[1]

(24,607,673)

(24,607,472)

Ordinary shares issued for conversion of debt, shares

28,700,000

Ordinary shares issued for conversion of debt, value

5,122,950

$ 2,870

^[1]

5,120,080

5,122,950

Share issued under stock-based compensation, shares

2,522,980

Share issued under stock-based compensation, value

450,352

$ 252

^[1]

450,100

450,352

Share issued for marketing services, shares

800,000

Share issued for marketing services

200,000

$ 80

^[1]

199,920

200,000

Share issued for Forward Purchase Agreement, shares

3,000,000

Share issued for Forward Purchase Agreement, value

756,000

$ 300

^[1]

755,700

756,000

Foreign currency translation adjustment

34,761

Net loss

(11,254,626)

Ending balance, shares at Jun. 30, 2024

170,453,431

Ending balance at Jun. 30, 2024

$ (7,110,751)

$ 17,044

^[1]

$ 23,686,552

$ (30,398,139)

$ (416,277)

$ (7,110,820)

$ 69

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

Property and Equipment, Net - Additional Information (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 5,644	$ 4,855

Promissory Note - Prime Number Acquisition I Corp - Additional Information (Details) - USD ($)	Jun. 14, 2023	May 17, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Ordinary Stock, Shares, Outstanding			170,453,431	126,799,854
Promissory note				$ 333,594
Prime Number Acquisition I Corp.
Debt Instrument [Line Items]
Promissory note			$ 0	$ 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

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.

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