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 ~~November~~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

~~Singapore,~~On ~~November~~December 2512, ~~2024 –~~ noco-noco Inc., ~~(the “Company”) received~~ a ~~determination~~Cayman ~~letter~~Islands ofexempted ~~the~~company ~~Hearings~~with ~~Panel~~limited liability (the “~~Panel~~Company”) ~~from The Nasdaq Stock Market (“Nasdaq”)~~, ~~notifying~~announced ~~the Company~~ that ~~the~~it ~~Panel~~intends ~~determined~~ to ~~delist~~amend the ~~Company’s~~current ~~securities~~resolutions ~~from Nasdaq, due~~ to ~~the~~be ~~failure~~considered toand ~~satisfy~~voted ~~the~~upon ~~continued~~by ~~listing~~shareholders ~~conditions~~and ashas ~~previously~~determined ~~disclosed.~~that Asit awill ~~result,~~be ~~the~~unable ~~Company~~to ~~expects~~convene ~~that~~ its ~~securities~~scheduled ~~will~~extraordinary begeneral ~~suspended~~meeting ~~from~~of ~~trading at~~ the ~~open~~shareholders of ~~business~~the Company (“EGM”) on ~~November~~Friday 25December 13, 2024 ~~and~~at ~~delisted~~9:00 ~~from~~A.M. ~~Nasdaq~~(Singapore ~~after~~time) at the ~~completion of Nasdaq~~Company’s ~~filing~~office oflocated aat ~~Form~~3 25Temasek ~~Notification~~Avenue, ofCentennial ~~Delisting~~Tower, ~~with~~Level ~~the~~18, ~~Securities~~Singapore 039190 and ~~Exchange~~virtually ~~Commission~~at ~~after applicable appeal periods have lapsed~~https://conveneagm.sg/noconoco2024EGM.

The ~~Company~~EGM ~~intends~~has tobeen ~~appeal~~rescheduled ~~the~~for ~~Panel’s~~9:00 ~~decision~~A.M. ~~to the Nasdaq Listing and Hearing Review Council~~ (~~the~~Singapore ~~“Listing Council”~~time) ~~within~~on ~~the~~December ~~applicable~~18, ~~15-day~~2024 ~~appeal~~and ~~period.~~can ~~The~~be ~~initiation~~attended ~~of an appeal~~ by ~~the~~shareholders ~~Company~~using to the ~~Listing~~same ~~Council~~access ~~will~~information ~~not~~as ~~stay~~set ~~the~~forth ~~suspension of trading unless the Listing Council on its own initiative decides to stay the suspension~~above.

The ~~suspension~~information ofcontained ~~trading~~in this Report on ~~Nasdaq~~Form ~~will~~6-K ~~have~~shall nonot ~~material~~be ~~impact~~deemed on“filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~future~~Exchange ~~operation~~Act ~~plans.~~of ~~The~~1934, ~~Company~~as isamended, ~~committed~~or toincorporated ~~enhancing~~by ~~operational~~reference ~~management~~in ~~and~~any ~~efficiency~~filing ~~and~~under ~~aims~~the toSecurities ~~drive~~Act ~~performance~~of ~~growth~~1933, as amended, unless expressly set forth by specific reference in such a filing.

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: November 25, 2024
Date: December 12, 2024

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release

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