UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024

Commission file number: 001-41789

noco-noco Inc.

3 Temasek Avenue

Centennial Tower, Level 18

Singapore 039190

(Address of Principal Executive Offices, including Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~EXPLANATORY NOTE~~CONTENTS

~~noco-noco~~Material ~~Inc.~~Modification ~~(the “Company”) is filing this Form 6-K~~ to ~~announce~~Rights ~~that~~of ~~amendments~~Security ~~have been made to the resolutions that will be tabled and voted upon at the Company’s upcoming Extraordinary General Meeting (the “EGM”), scheduled for October 7, 2024, at 9:00 A~~Holders.~~M. (Singapore Time).~~

AsOn ~~previously~~October ~~announced~~7, in2024, noco-noco Inc. ("the Company") held its Extraordinary General Meeting of Shareholders (“EGM”) ~~notice~~and ~~published~~the onCompany's ~~August~~shareholders ~~22,~~approved ~~2024~~a 1-for-50 reverse stock split (the "Reverse Split") of the Company's issued and outstanding ordinary shares. On the effective date of the Reverse Split, every 50 ordinary shares of the ~~EGM~~Company will ~~take~~be ~~place~~combined atinto 31 ~~Temasek~~ordinary ~~Avenue~~share, ~~Centennial~~with ~~Tower~~fractional shares being rounded up to the nearest whole share. The Company expects that the Reverse Split will become effective on October 17, ~~Level~~2024, 18and that its ordinary shares will begin trading on a post-reverse split basis on such date. As a result of the Reverse Split, ~~Singapore~~the ~~039190~~Company's issued and outstanding ordinary shares will be reduced from 192,962,734 to approximately 3,859,255.

~~and~~Results ~~virtually~~of ~~via~~the ~~webcast~~Submission ~~at https://edge.media-server.com/mmc/p/duy5fxmp~~of Matters to a Vote of Security Holders.

~~The~~On ~~amendments~~October ~~pertain~~7, to2024, ~~changes~~the ~~made~~Company toheld ~~Resolution~~its ~~Proposals~~EGM[GH1] and 1in accordance with the Company’s amended and 2,restated asmemorandum ~~outlined~~and inarticles ~~the~~of ~~Proxy~~association ~~Statements~~currently ~~previously~~in ~~distributed~~effect to("Memorandum ~~shareholders~~and Articles of Association”). The ~~Board~~shareholders ~~has~~present ~~revised~~constituted ~~the~~a ~~language~~quorum for purposes of ~~these~~the ~~resolutions~~EGM toand ~~specify~~approved the ~~exact~~following ~~share~~matters, ~~consolidation~~all ~~ratio.~~of ~~The~~which ~~detailed~~were ~~wording~~set offorth ~~these~~on ~~amendments~~the isCompany’s ~~provided~~notice infor ~~Exhibit~~the ~~99.2.~~EGM:

Shareholders intending to participate in the voting process on the day of the EGM must register through the webcast platform by October 3, 2024, 3:00 P.M. Singapore Time (SGT). Further instructions for shareholder action are set forth in Exhibit 99.2.


a1.	approval of share consolidation proposal to be changed to 1-for-50 for Reverse Split
a2.	approval of authorized share capital amendment proposal
1.	approval of share consolidation of 1-for-50 Reverse Split
2.	approval of authorized share capital amendment of US$0.005 par value
3.	approval of an amendment to the Company's Memorandum and Articles of Association to reduce the Company's authorized ordinary shares, par value $0.005 per shares from 500,000,000 shares to 10,000,000 shares

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	noco-noco Inc.

	By:	/s/ Masataka Matsumura
	Name:	Masataka Matsumura
	Title:	Director and CEO

Date: October 11, 2024

EXHIBIT INDEX

Number	Description of Document
Exhibit No.	Description
99.1	Press Release
Exhibit 99.1	Press Release
99.2	Supplemental notice of extraordinary general meeting: EGM Participation and Voting Instructions

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

noco-noco Inc. By: /s/ Masataka Matsumura Name: Masataka Matsumura Title: Director and CEO

Date: October 2, 2024

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