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~~November 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

~~This~~Singapore, ~~Form~~November ~~6-K~~25, is2024 ~~being~~– ~~filed by~~ noco-noco Inc. (the “Company”) toreceived ~~announce~~a itdetermination ~~will~~letter ~~hold~~of anthe ~~extraordinary~~Hearings ~~general~~Panel ~~meeting~~(the “Panel”) from The Nasdaq Stock Market (“~~EGM~~Nasdaq”), ofnotifying the Company onthat ~~December~~the 13Panel determined to delist the Company’s securities from Nasdaq, ~~2024~~due atto ~~9:00~~the Afailure to satisfy the continued listing conditions as previously disclosed.M. ~~(Singapore~~As ~~time)~~a result, the Company expects that its securities will be suspended from trading at 3the ~~Temasek~~open ~~Avenue,~~of ~~Centennial~~business ~~Tower,~~on ~~Level~~November 1825, ~~Singapore~~2024 ~~039190~~and delisted from Nasdaq after the completion of Nasdaq’s filing of a Form 25 Notification of Delisting with the Securities and ~~virtually~~Exchange atCommission ~~https://conveneagm~~after applicable appeal periods have lapsed.~~sg/noconoco2024EGM.~~

~~Holders~~The ofCompany ~~record~~intends ofto ~~ordinary~~appeal ~~shares of~~ the ~~Company~~Panel’s ~~(“Ordinary~~decision ~~Shares”)~~to onthe ~~October~~Nasdaq ~~29,~~Listing ~~2024~~and ~~(New~~Hearing ~~York~~Review ~~time)~~Council (the “~~Record~~Listing ~~Date~~Council”), orwithin ~~their~~the ~~proxy~~applicable ~~holders,~~15-day ~~are~~appeal ~~entitled~~period. toThe ~~vote~~initiation atof ~~the~~an ~~EGM~~appeal orby ~~any~~the ~~adjournment~~Company orto ~~postponement~~the ~~thereof.~~Listing ~~Holders~~Council ofwill ~~Ordinary~~not ~~Shares~~stay ~~who~~the ~~wish~~suspension toof ~~exercise~~trading ~~their~~unless ~~voting~~the ~~rights~~Listing ~~must~~Council ~~act~~on ~~through~~its ~~the~~own ~~depositary~~initiative ofdecides ~~the~~to ~~Ordinary~~stay ~~Shares~~the ~~program, Vstock Transfer~~suspension.

The ~~purpose~~suspension of ~~the~~trading ~~EGM~~on isNasdaq ~~for~~will have no material impact on the Company'’s ~~shareholders~~future tooperation ~~consider~~plans. ~~and~~The ~~vote~~Company ~~upon,~~is ~~and~~committed ifto ~~thought~~enhancing ~~fit,~~operational ~~pass~~management and ~~approve~~efficiency ~~the~~and ~~following~~aims ~~resolutions:~~to drive performance growth.

“RESOLVED, as an ordinary resolution, that the postponement of the effective date of (i) the share consolidation of the Company’s authorised, issued and outstanding ordinary shares at a consolidation ratio of fifty-to-one (50:1) (the “Share Consolidation”) and (ii) the corresponding amendment of the authorised share capital of the Company to US$50,000 divided into 10,000,000 ordinary shares of US$0.005 par value each as a result of the Share Consolidation, each of which as approved at the extraordinary general meeting of the Company held on 7 October 2024, from the original date of 17 October 2024 to 20 December 2024 or a later date as determined by the board of directors, be and is hereby confirmed, ratified and approved.”SIGNATURES

“RESOLVED, as a special resolution, that the postponement of the effective date of the second amended and restated memorandum and articles of association as adopted by special resolution passed on 7 October 2024 of the Company from the original date of 17 October 2024 to 20 December 2024 or a later date as determined by the board of directors, be and is hereby confirmed, ratified and approved.”


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: November 25, 2024

“RESOLVED, as an ordinary resolution, that the authorised share capital of the Company, immediately after the Share Consolidation, be increased from US$50,000 divided into 10,000,000 ordinary shares of US$0.005 par value each to US$100,000 divided into 20,000,000 ordinary shares of US$0.005 par value each, by the creation of 10,000,000 ordinary shares of a $0.005 par value each, which will rank equally with all existing shares (the “Increase in Authorised Share Capital”).”

“RESOLVED, as a special resolution, that the revised form of second amended and restated memorandum and articles of association of the Company, a copy of which is attached to the accompany proxy statement, which reflects, among other things, the change in authorised share capital resulted from the Share Consolidation and the Increase in Authorised Share Capital, be approved and adopted in their entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with effect from 20 December 2024 or a later date as determined by the board of directors.”

These changes will not affect any rights of shareholders or the Company's operations and financial position.

The notice of the EGM and voting instruction card for Ordinary Shares holders are available on

the Company’s Investor Relation’s website at https://ir.noco-noco.com/ on the Announcements and Events section;

a written notice mailed to you; and

https://ts.vstocktransfer.com/irhlogin/I-NOCO

EXHIBIT INDEX

Number	Description of Document
Exhibit No.	Description
99.1	Press Release
Exhibit 99.1	Press Release
99.2	Notice of Extraordinary General Meeting
99.3	Form of Proxy for the Extraordinary General Meeting
99.4	Form of Second Amended and Restated Memorandum and Articles of Association of the Company

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 28, 2024

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