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 December 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 ☐

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 tabulated and voted upon at the Company’s upcoming Extraordinary General Meeting (the “EGM”), scheduled for December 18, 2024, at 9:00 A~~Holders.~~M. (Singapore Time).~~

AsOn ~~previously~~December ~~announced~~18, in2024, noco-noco Inc. ("the Company") held its Extraordinary General Meeting of Shareholders (“EGM”) ~~notice~~whereby ~~published~~the onCompany's ~~October~~shareholders ~~28,~~approved ~~2024~~the increase of authorised share capital and the 1-for-50 reverse stock split (the "Reverse Split") of the Company's issued and outstanding ordinary shares. Effective immediately, the ~~EGM~~authorised ~~will~~share ~~take~~capital ~~place~~of atthe 3Company ~~Temasek~~is ~~Avenue~~increased from US$50,000 ~~Centennial~~divided ~~Tower~~into 500,000,000 ~~Level~~ordinary 18shares of US$0.0001 par value each to US$100,000 ~~Singapore~~divided ~~039190~~into 1,000,000,000 ~~and~~ordinary ~~virtually~~shares ~~via~~of ~~webcast~~US$0.0001 ~~at https://conveneagm~~par value each, by the creation of 500,000,000 ordinary shares of US$0.~~com/sg/noconoco2024EGM~~0001 par value each, which will rank equally with all existing shares.

~~The~~On ~~amendments~~the ~~pertain~~effective todate ~~changes~~of ~~made~~the toReverse ~~Resolution~~Split, ~~Proposals~~every 150 ~~and~~ordinary 2,shares asof ~~outlined~~the inCompany ~~the~~will ~~Proxy~~be ~~Statements~~combined ~~previously~~into ~~distributed~~1 toordinary ~~shareholders.~~share, ~~The~~with ~~Board~~fractional ~~has~~shares ~~revised~~being rounded up to the ~~language~~nearest ofwhole ~~these~~share. ~~resolutions~~As toa ~~specify~~result of the ~~exact~~Reverse ~~share~~Split, ~~consolidation~~the ~~ratio.~~Company's ~~The~~issued ~~detailed~~and ~~wording~~outstanding ofordinary ~~these~~shares ~~amendments~~will isbe ~~provided~~reduced infrom ~~Exhibit~~283,382,728 99to approximately 5,667,655.2.

Results of the Submission of Matters to a Vote of Security Holders.

On December 18, 2024, the Company held its EGM and in accordance with the Company’s amended and restated memorandum and articles of association currently in effect ("Memorandum and Articles of Association”). The shareholders present constituted a quorum for purposes of the EGM and approved the following matters, all of which were set forth on the Company’s notice for the EGM:


a1.	approval of first additional proposal for share consolidation
a2.	approval of second additional proposal for the increase in authorised share capital amendment
1.	approval of ratification of postponement effective date of share consolidation of 1-for-50 Reverse Split
2.	approval of ratification of postponement effective date of adoption of amended charter
3.	approval of the increase of authorised share capital
4.	approval of amendment of charter

All the above proposals were approved at the EGM and no other proposals were voted on.

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: December 14, 2024
Date: December 23, 2024

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Supplemental notice of extraordinary general meeting: EGM Participation and Voting Instructions

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