0000950170-23-063695 | 20-F | XBRL Viewer

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2023

The estimated useful lives are as follows:


			Useful lives
Office equipment			5 years

Property and Equipment, Net

12 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2021	$	15,453			15,453
Additions		3,888			3,888
Effects of movements in exchange rates		(210	)		(210	)
At June 30, 2022		19,131			19,131
Additions		8,888			8,888
Disposal		(703	)		(703	)
Effects of movements in exchange rates		948			948
At June 30, 2023		28,264			28,264

Accumulated depreciation
At July 1, 2021	$	5,209			5,209
Depreciation for the year		3,447			3,447
Effects of movements in exchange rates		(132	)		(132	)
At June 30, 2022		8,524			8,524
Depreciation for the year		4,855			4,855
Disposal		(442	)		(442	)
Effects of movements in exchange rates		336			336
At June 30, 2023		13,273			13,273

Carrying amounts
At July 1, 2021	$	10,244		$	10,244


At June 30, 2022	$	10,607	$	10,607
At June 30, 2023	$	14,991	$	14,991

Depreciation expense for the year ended June 30, 2023 and 2022 was $4,855 and $3,447, respectively.

During the year ended June 30, 2023, the Company purchased assets of $8,888 (S$12,399) and disposed of assets of $703 (S$952). During the year ended June 30, 2022, the Company purchased assets of $3,888 (S$5,345).

Leases - Summary of Information Pertaining to Lease Amounts in Financial Statements (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Assets and Liabilities, Lessee [Abstract]
ROU asset	$ 220,261	$ 44,925
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	ROU asset	ROU asset
Operating lease liabilities - Current	$ 173,045	$ 36,385
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities - Current	Operating lease liabilities - Current
Operating lease liabilities - Non-current	$ 36,700
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities - Non-current	Operating lease liabilities - Non-current
Total lease liabilities	$ 209,745	$ 36,385

Promissory Note - Prime Number Acquisition I Corp	12 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]
Promissory Note	NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP. On May 17, 2023, Prime Number Acquisition I Corp. (“PNAC”) issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by the Company for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. On June 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by the Company for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder. As of June 30, 2023, a total amount of $333,594 was outstanding under the noco-noco Note 1 and Note 2. Following the completion of the Business Combination, the promissory note has become an intra-group item to be eliminated, and the Company has no intention of demanding repayment as of the date of issuance of the audited consolidated financial statements

Promissory Note - Prime Number Acquisition I Corp

12 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Promissory Note

NOTE 5 – PROMISSORY NOTE – PRIME NUMBER ACQUISITION I CORP.

On May 17, 2023, Prime Number Acquisition I Corp. (“PNAC”) issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by the Company for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On June 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by the Company for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

As of June 30, 2023, a total amount of $333,594 was outstanding under the noco-noco Note 1 and Note 2.

Following the completion of the Business Combination, the promissory note has become an intra-group item to be eliminated, and the Company has no intention of demanding repayment as of the date of issuance of the audited consolidated financial statements

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

- Definition

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

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+ Details

Shareholders Equity	12 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Shareholders Equity	NOTE 9 – 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 Share that amounted to 126,799,854. On July 18, 2022, the Company issued 295,824 shares of ordinary shares to 3DOM Alliance Inc. in connection with the conversion of debt (refer to Note 7). 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. The consolidated financial statements for the years ended and as of June 30, 2023 and 2022 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, 2023 and 2022, the Company had 126,799,854 shares and 121,432,144 shares of ordinary shares issued, respectively.

Shareholders Equity

12 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Shareholders Equity

NOTE 9 – 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 Share that amounted to 126,799,854.

On July 18, 2022, the Company issued 295,824 shares of ordinary shares to 3DOM Alliance Inc. in connection with the conversion of debt (refer to Note 7).

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.

The consolidated financial statements for the years ended and as of June 30, 2023 and 2022 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, 2023 and 2022, the Company had 126,799,854 shares and 121,432,144 shares of ordinary shares issued, respectively.

- Definition

The entire disclosure for equity.

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 505
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+ Details

Deposit, Upfront Payments and Other Receivables - Summary of Deposit Upfront Payments and other Receivables (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Deposits [Abstract]
Deposits	$ 45,369	$ 44,971
Upfront payments	47,161	51,840
Other receivables	12,030	5,452
Total	$ 104,560	$ 102,263

Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in U.S. dollars. We have made all the adjustments that we believe are necessary for a fair presentation of our financial statements.

Use of estimates

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

Fiscal Year End

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.

Deposit, 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 are accounted for as other receivables. We expect that the result of adopting current expected credit loss model (“CECL”) is immaterial to other receivables.

Promissory Note – Prime Number Acquisition I Corp.

During the year, 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

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.

Deferred Tax Asset Allowance

Deferred tax assets are recognized for tax losses not yet used and temporary deductible differences. As those deferred tax assets can only be recognized to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized, management’s judgement is required to assess the probability of future taxable profits. Management’s assessment is constantly reviewed and additional deferred tax assets are recognized if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered.

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

We have entered into operating lease agreements primarily for office. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we 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 we are reasonably certain to exercise. Operating lease assets and liabilities are included on our balance sheet as of June 30, 2023 and 2022.

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 our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our 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. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We 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.

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 or Loss

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

Income Taxes

The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations and comprehensive loss. There were no unrecognized tax benefits as of June 30, 2023 and 2022.

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.

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.

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 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, 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 Condensed 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 our 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’ deficit in Balance Sheets.

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

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. We adopted the new standard effective January 1, 2023 and the adoption of this guidance did not have a material impact on our financial statements.

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and the adoption of this guidance did not have a material impact on our financial statements.

We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Statement of Cash Flows [Abstract]
Net loss	$ (16,791,770)	$ (1,076,823)
Adjustments for reconcile net loss to net cash used in operating activities:
Depreciation for the year	4,855	3,447
Stock-based compensation	13,568,137
Loss on disposal of property and equipment	256
Changes in operating assets and liabilities:
Inventories		163,259
Deposit, upfront payments and other receivables	(2,805)	(18,878)
Accruals and other payables	574,119	121,253
Due from promissory note	(333,594)
Operating lease liabilities	(1,976)	2,565
Net cash used in operations	(2,982,778)	(805,177)
Cash flows from investing activities
Purchase of property and equipment	(5,735)	(3,888)
Cash used in investing activities	(5,735)	(3,888)
Cash flows from financing activities
Capital contribution from non-controlling interest	67
Proceeds from immediate holding company	3,388,520	873,066
Cash generated from financing activities	3,388,587	873,066
Increase/(decrease) in cash and cash equivalents	400,074	64,001
Effect of exchange rate changes	(463,911)	(14,065)
Cash and cash equivalents at beginning of period	81,626	31,690
Cash and cash equivalents at end of period	17,789	81,626
Supplemental disclosure of non-cash investing and financing information:
Issuance of ordinary shares for conversion of debt	$ 790,287	$ 1,547,804

Property and Equipment, Net (Tables)

12 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:


	Office Equipment			Total
Cost
At July 1, 2021	$	15,453			15,453
Additions		3,888			3,888
Effects of movements in exchange rates		(210	)		(210	)
At June 30, 2022		19,131			19,131
Additions		8,888			8,888
Disposal		(703	)		(703	)
Effects of movements in exchange rates		948			948
At June 30, 2023		28,264			28,264

Accumulated depreciation
At July 1, 2021	$	5,209			5,209
Depreciation for the year		3,447			3,447
Effects of movements in exchange rates		(132	)		(132	)
At June 30, 2022		8,524			8,524
Depreciation for the year		4,855			4,855
Disposal		(442	)		(442	)
Effects of movements in exchange rates		336			336
At June 30, 2023		13,273			13,273

Carrying amounts
At July 1, 2021	$	10,244		$	10,244


At June 30, 2022	$	10,607	$	10,607
At June 30, 2023	$	14,991	$	14,991

Income Tax - Summary of Valuation Allowance (Details) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Valuation Allowance [Abstract]
Balance at the beginning of the year	$ 415,300	$ 220,560
Current year addition	625,558	194,740
Balance at the end of the year	$ 1,040,858	$ 415,300

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Jun. 30, 2023
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Leases - Additional Information (Details)	12 Months Ended
Leases - Additional Information (Details)	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	5.25%

Immediate Holding Company Balances - Additional Information (Details) - 3DOM Alliance Inc.							12 Months Ended
	Feb. 06, 2023 SGD ($)	Feb. 03, 2023 SGD ($)	Feb. 02, 2023 SGD ($)	Jul. 18, 2022 shares	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jan. 23, 2023 SGD ($)	Jun. 30, 2021 USD ($)
Related Party Transaction [Line Items]
Amounts due to immediate holding company								$ 974,632	$ 4,809,164	$ 3,572,358		$ 1,531,488
Ordinary shares issued for conversion of debt, value					$ 1,100,000	$ 790,287	$ 790,287	$ 1,547,804
Ordinary shares issued for conversion price per share \| $ / shares						$ 1,041
Ordinary shares issued for conversion of debt, shares \| shares				759
Additional drawdown notes requested			$ 2,980,000
Additional drawdown notes received	$ 1,610,000	$ 1,370,000
Maximum
Related Party Transaction [Line Items]
Principal amount of note issued									$ 8,000,000	$ 6,022,258
Maximum \| First Amendment to Original Promissory Note
Related Party Transaction [Line Items]
Principal amount of note issued											$ 3,000,000
Maximum \| Second Amendment to Original Promissory Note
Related Party Transaction [Line Items]
Principal amount of note issued	$ 8,000,000

Immediate Holding Company Balances

12 Months Ended

Jun. 30, 2023

Immediate Holding Company Balances

NOTE 8 – IMMEDIATE HOLDING COMPANY BALANCES

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.

Directors’ remuneration

The Directors’ remuneration for the financial years ended June 30, 2023 and 2022 as follow:


	June 30, 2023		June 30, 2022
Andrew Khine	$	—	$	68,242
Shusuke Oguro		—		76,222
Hiroshi Ilzuka		—		41,857
Teo Lai Wah, Timothy		33,002		27,580
Goh Chao Kuang		49,693		—
Hilda Sin Mei Fong		58,125		—
Total	$	140,820	$	213,901

Amounts due to immediate holding company

As of June 30, 2023 and 2022, the Company reported amounts due to immediate holding company, 3DOM Alliance Inc. of amount $3,572,358 and $974,632, 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.

The transactions amount due to an immediate holding company are as of the following:


	June 30, 2023			June 30, 2022
Beginning of the year July 1	$	974,632		$	1,531,488
Advances for operation and administration expenses		2,079,901			873,066
Expenses paid on behalf of Company		1,308,112			117,882
Ordinary shares issued for conversion of debt		(790,287	)		(1,547,804	)
Year ended June 30	$	3,572,358		$	974,632

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 per share. The Company issued 759 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 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 S$2,980,000 of which 3DOM Alliance Inc. split the amount into two tranches. The Company received S$1,370,000 on February 3, 2023 and 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 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 financial statements (refer to Note 2).

- Definition

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.

+ References

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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-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
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
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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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-Paragraph 1
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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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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Deferred tax assets
Net operating loss carry-forward	$ 1,015,370	$ 391,242
Capital allowance	4,805	3,253
Lease liabilities	35,657	6,185
Other provisions	22,470	22,471
Less: valuation allowance	(1,040,858)	(415,300)	$ (220,560)
Subtotal	37,444	7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets	$ (37,444)	$ (7,851)

Organization and Nature of Operations - Additional Information (Details) - USD ($)

Aug. 25, 2023

Jun. 30, 2023

Dec. 28, 2022

Jun. 30, 2022

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

^[1]

$ 12,679

$ 12,143

Prime Number Acquisition I Corp. | Subsequent Event

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 1,350,000,000

Prime Number Acquisition I Corp. | Class A Common Stock | Subsequent Event

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

Prime Number Acquisition I Corp. | Class B Common Stock | Subsequent Event

Organization and Nature of Operations [Line Items]

Ordinary Stock, Par value

$ 0.0001

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

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

Total

Ordinary shares

Additional Paid in Capital

^[1]

Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit

Non-controlling Interest

Beginning balance, shares at Jun. 30, 2021

779,510

Beginning balance at Jun. 30, 2021

$ (1,241,661)

$ 78

$ 9,922

$ 23,259

$ (1,274,920)

Ordinary shares issued for conversion of debt, shares

120,652,634

Ordinary shares issued for conversion of debt, value

1,547,804

$ 12,065

1,535,739

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

1,545,661

9,116

(2,351,743)

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

790,258

Share issued under stock-based compensation, shares

5,071,886

Share issued under stock-based compensation, value

13,568,137

$ 507

13,567,630

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

$ 15,903,549

$ (451,038)

$ (19,143,513)

$ 69

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

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (h)(1)
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (h)(1)(i)
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (h)(1)(iii)
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
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-Section 65
-Paragraph 6
-Subparagraph (h)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 6
-Subparagraph (i)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)(3)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483550/848-10-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 15: 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/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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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/2003/role/disclosureRef
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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
-Topic 830
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Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-11

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org//1943274/2147480767/946-205-45-3

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://www.xbrl.org/2009/role/commonPracticeRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
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Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
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-Paragraph 15
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-URI https://asc.fasb.org//1943274/2147481231/810-10-45-15

Reference 42: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2023

Jun. 30, 2022

Current assets

Cash and cash equivalents

$ 17,789

$ 81,626

Deposit, upfront payments and other receivables

104,560

102,263

Promissory note - Prime Number Acquisition I Corp.

333,594

Total current assets

455,943

183,889

Non-current assets

Property and equipment, net

14,991

10,607

Right of use assets - operating lease, net

220,261

44,925

Total assets

691,195

239,421

Current liabilities

Accruals and other payables

587,346

13,227

Operating lease liability - current

173,045

36,385

Total current liabilities

760,391

49,612

Non-current liabilities

Amount due to immediate holding company

3,572,358

974,632

Operating lease liability - non-current

36,700

Total liabilities

4,369,449

1,024,244

Shareholders' equity

Ordinary stock ($0.0001 par value, 323,332 and 311,560 shares issued and outstanding as of June 30, 2023 and 2022, respectively) *

^[1]

12,679

12,143

Additional paid in capital

15,903,549

1,545,661

Accumulated deficit

(19,143,513)

(2,351,743)

Accumulated other comprehensive income

(451,038)

9,116

Total noco-noco Inc. shareholders' equity

(3,678,323)

(784,823)

Non-controlling interest

Total shareholders' equity

(3,678,254)

(784,823)

Total liabilities and shareholder's equity

$ 691,195

$ 239,421

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

Property and Equipment, Net - Schedule of Property and Equipment (Details)	12 Months Ended
	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 SGD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance		$ 19,131		$ 15,453
Additions	$ 12,399	8,888	$ 5,345	3,888
Disposal	$ (952)	(703)
Effects of movements in exchange rates		948		(210)
Cost, Ending balance		28,264		19,131
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance		8,524		5,209
Depreciation for the year		4,855		3,447
Disposal		(442)
Effects of movements in exchange rates		336		(132)
Accumulated depreciation, Ending balance		13,273		8,524
Carrying amounts		14,991		10,607	$ 10,244
Office Equipment
Movement in Property, Plant and Equipment [Roll Forward]
Cost, Beginning balance		19,131		15,453
Additions		8,888		3,888
Disposal		(703)
Effects of movements in exchange rates		948		(210)
Cost, Ending balance		28,264		19,131
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Accumulated depreciation, Beginning balance		8,524		5,209
Depreciation for the year		4,855		3,447
Disposal		(442)
Effects of movements in exchange rates		336		(132)
Accumulated depreciation, Ending balance		13,273		8,524
Carrying amounts		$ 14,991		$ 10,607	$ 10,244

Subsequent Events - Additional Information (Details) - USD ($)

Oct. 23, 2023

Aug. 17, 2023

Aug. 14, 2023

Jul. 14, 2023

Aug. 25, 2023

Aug. 13, 2023

Jun. 30, 2023

Dec. 28, 2022

Jun. 30, 2022

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

^[1]

$ 12,679

$ 12,143

Ordinary stock, shares, issued

126,799,854

121,432,144

Subsequent Event | ELOC Purchase Agreement

Subsequent Event [Line Items]

Ordinary stock, shares, issued

150,000,000

Agreement term

36 months

Subsequent Event | Maximum | ELOC Purchase Agreement

Subsequent Event [Line Items]

Common stock value

$ 150,000,000

Subsequent Event | Class A Common Stock | Maximum | Forward Purchase Agreement and FPA Subscription Agreement

Subsequent Event [Line Items]

Ordinary stock, shares, issued

2,000,000

Prime Number Acquisition I Corp.

Subsequent Event [Line Items]

Ordinary stock, shares, issued

126,799,854

Prime Number Acquisition I Corp. | Subsequent Event

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Common stock value

$ 1,350,000,000

Prime Number Acquisition I Corp. | Subsequent Event | Third Monthly Extension Payment

Subsequent Event [Line Items]

Debt instrument issued, amount

$ 125,000

Debt instrument, convertible, conversion price

$ 10

Prime Number Acquisition I Corp. | Subsequent Event | Forth Monthly Extension Payment

Subsequent Event [Line Items]

Debt instrument issued, amount

$ 125,000

Debt instrument, convertible, conversion price

$ 10

Prime Number Acquisition I Corp. | Subsequent Event | Class A Common Stock

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Prime Number Acquisition I Corp. | Subsequent Event | Class B Common Stock

Subsequent Event [Line Items]

Ordinary Stock, Par value

$ 0.0001

Noco-tech | Subsequent Event | Sales and Purchase Agreement

Subsequent Event [Line Items]

Shares issued, price per share

$ 2

Noco-tech | Subsequent Event | Maximum | Sales and Purchase Agreement

Subsequent Event [Line Items]

Shares issued

25,000,000

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

Organization and Nature of Operations

12 Months Ended

Jun. 30, 2023

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 Inc. (“we”, "our", “us” or collectively known as 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.

Reverse Capitalization

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 (“noco-noco”), 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 Common Stock (defined below), one half of PNAC Warrant (defined below), and one PNAC Right (defined below); (ii) each share of PNAC Class A common stock, par value $0.0001 per share (“PNAC Class A Common Stock”, together with PNAC Class B Common Stock, par value $0.0001 per share, the “PNAC Common Stock”) 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 Common Stock 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 Common Stock 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 Group 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.

Deposit, Upfront Payments and Other Receivables

12 Months Ended

Jun. 30, 2023

Deposits [Abstract]

Deposit, Upfront Payments and Other Receivables

NOTE 4 – DEPOSIT, UPFRONT PAYMENTS AND OTHER RECEIVABLES

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


	June 30, 2023		June 30, 2022
Deposits	$	45,369	$	44,971
Upfront payments		47,161		51,840
Other receivables		12,030		5,452
Total	$	104,560	$	102,263

Deposit consists of the security deposit paid for lease of office, increased mainly due to foreign exchange.

Upfront payments as of June 30, 2023 and 2022 relates to the operating expenses paid in advance.

Other receivables relate to GST receivables.

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Disclosure Of Summary Of Significant Accounting Policies [Line Items]
Promissory note	$ 333,594
Unrecognized tax benefits	0	$ 0
Financial assets subject to recurring fair value measurements	0	0
Financial liabilities subject to recurring fair value measurements	0	$ 0
Prime Number Acquisition I Corp.
Disclosure Of Summary Of Significant Accounting Policies [Line Items]
Promissory note	$ 333,594

Shareholders Equity - Additional Information (Details)	Jan. 19, 2023 shares	Jul. 19, 2022 Shareholder	Jun. 30, 2023 $ / shares shares	Dec. 28, 2022 $ / shares shares	Jul. 18, 2022 shares	Jun. 30, 2022 $ / shares shares
Class of Stock [Line Items]
Ordinary stock, shares, issued			126,799,854			121,432,144
Ordinary shares authorized				500,000,000
Ordinary Stock, Par value \| $ / shares			$ 0.0001	$ 0.0001		$ 0.0001
Shares granted	5,071,886
Hop2it \| Share Swap Agreement
Class of Stock [Line Items]
Ownership percentage		52.00%
Number of shareholders \| Shareholder		2
Gregory \| Share Swap Agreement
Class of Stock [Line Items]
Percentage of shares held after exchange		3.20%
Gregory \| Hop2it \| Share Swap Agreement
Class of Stock [Line Items]
Percentage of shares transferred in exchange		42.00%
Ownership percentage		38.00%
Arun \| Share Swap Agreement
Class of Stock [Line Items]
Percentage of shares held after exchange		0.80%
Arun \| Hop2it \| Share Swap Agreement
Class of Stock [Line Items]
Percentage of shares held after exchange		10.00%
Ownership percentage		10.00%
Prime Number Acquisition I Corp.
Class of Stock [Line Items]
Ordinary stock, shares, issued				126,799,854
3DOM Alliance Inc.
Class of Stock [Line Items]
Ordinary stock, shares, issued					295,824

Income Tax

12 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax

NOTE 10 – INCOME TAX

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 Company’s net loss position, there was no provision for income taxes recorded. 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, the Company assessed it was not more likely than not that the deferred tax assets would be realized in the foreseeable future.


	June 30, 2023			June 30, 2022
Loss before tax	$	16,791,770		$	1,076,823
Tax rate		17	%		17	%
Computed tax benefit (expense) at statutory tax rate		2,854,601			183,060

Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(2,236,523	)		-
Additional deduction for R&D expenses		—			11,680
Change in valuation allowance		(618,078	)		(194,740	)
Effect of preferential tax rates		—			—
Income tax expense (benefit)		—			—

The Company 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, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company 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, 2023 and 2022. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months.

As of June 30, 2023, Singapore tax returns for the years 2020 to 2023 are subject to examination by the tax authorities.

Deferred taxes were measured using the enacted tax rates for the periods in which the temporary differences are expected to be reversed. The tax effects of temporary differences that give rise to the deferred tax balances as of June 30, 2023 and 2022 are as follows:


	June 30, 2023			June 30, 2022
Deferred tax assets
Net operating loss carry-forward	$	1,015,370		$	391,242
Capital allowance		4,805			3,253
Lease liabilities		35,657			6,185
Other provisions		22,470			22,471
Less: valuation allowance		(1,040,858	)		(415,300	)
Subtotal		37,444			7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets		(37,444	)		(7,851	)
Total deferred tax assets, net		—			—

The Company had net operating loss carried forward for tax purposes of approximately $5,972,000 as of June 30, 2023 and approximately $2,351,000 as of June 30, 2022, which may be carried forward indefinitely to offset future taxable income.


	June 30, 2023		June 30, 2022
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	415,300	$	220,560
Current year addition		625,558		194,740
Balance at the end of the year		1,040,858		415,300

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details)	Jun. 30, 2023
Office Equipment
Property, Plant and Equipment [Line Items]
Useful lives	5 years

Income Tax (Tables)

12 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation


	June 30, 2023			June 30, 2022
Loss before tax	$	16,791,770		$	1,076,823
Tax rate		17	%		17	%
Computed tax benefit (expense) at statutory tax rate		2,854,601			183,060

Tax effect of non-deductible or taxable items:
Share-based compensation expenses		(2,236,523	)		-
Additional deduction for R&D expenses		—			11,680
Change in valuation allowance		(618,078	)		(194,740	)
Effect of preferential tax rates		—			—
Income tax expense (benefit)		—			—

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to the deferred tax balances as of June 30, 2023 and 2022 are as follows:


	June 30, 2023			June 30, 2022
Deferred tax assets
Net operating loss carry-forward	$	1,015,370		$	391,242
Capital allowance		4,805			3,253
Lease liabilities		35,657			6,185
Other provisions		22,470			22,471
Less: valuation allowance		(1,040,858	)		(415,300	)
Subtotal		37,444			7,851
Deferred tax liabilities
Deferred tax liabilities arising from assets		(37,444	)		(7,851	)
Total deferred tax assets, net		—			—

Summary of Valuation Allowance


	June 30, 2023		June 30, 2022
The changes related to valuation allowance are as follows:
Balance at the beginning of the year	$	415,300	$	220,560
Current year addition		625,558		194,740
Balance at the end of the year		1,040,858		415,300

Promissory Note - Prime Number Acquisition I Corp - Additional Information (Details) - USD ($)	Jun. 14, 2023	May 17, 2023	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Ordinary Stock, Shares, Outstanding			126,799,854	121,432,144
Promissory note			$ 333,594
Prime Number Acquisition I Corp.
Debt Instrument [Line Items]
Promissory note			$ 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

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 28, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Ordinary Stock, Par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary stock, shares, issued	126,799,854		121,432,144
Ordinary Stock, Shares, Outstanding	126,799,854		121,432,144

Leases (Tables)

12 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary of Information Pertaining to Lease Amounts in Financial Statements

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	June 30, 2023		June 30, 2022
Assets:
ROU asset	$	220,261	$	44,925

Liabilities:
Current:
Operating lease liabilities	$	173,045	$	36,385
Non-current
Operating lease liabilities		36,700		—
Total lease liabilities	$	209,745	$	36,385

Summary of Minimum Lease Payments for Operating Lease Liabilities

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended June 30:


	Operating leases
2023	$	173,045
2024		36,700
2025		—
Total operating lease payment	$	209,745

Property and Equipment, Net - Additional Information (Details)	12 Months Ended
	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 SGD ($)	Jun. 30, 2022 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense		$ 4,855		$ 3,447
Purchased assets, Amount	$ 12,399	8,888	$ 5,345	$ 3,888
Disposal, Amount	$ 952	$ 703

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Use of estimates

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on June 30.

Cash and Cash Equivalents

Deposit, Upfront Payments and Other Receivables

Deposit, upfront payments and other receivables

Promissory Note - Prime Number Acquisition I Corp.

Promissory Note – Prime Number Acquisition I Corp.

Property and Equipment

Property and equipment

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

Deferred Tax Asset Allowance

Share-Based Compensation Transaction

Share-based compensation transaction

Leases

Revenue Recognition

Comprehensive Gain or Loss

Income Taxes

Measurement of Fair Value

Level 1: applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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.

Net Loss Per Share

For the periods ended June 30, 2023, and 2022, the ordinary shares were included in the computation of diluted net loss per share.

Accumulated Other Comprehensive Income/(Loss)

Foreign Currency Translation

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

We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Income Tax [Line Items]
Standard corporate income tax rate	17.00%	17.00%
Provision for income taxes	$ 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	$ 5,972,000	$ 2,351,000
Inland Revenue, Singapore (IRAS)
Income Tax [Line Items]
Standard corporate income tax rate	17.00%
Inland Revenue, Singapore (IRAS) \| Earliest Tax Year
Income Tax [Line Items]
Years subject to examination by tax authorities	2020
Inland Revenue, Singapore (IRAS) \| Latest Tax Year
Income Tax [Line Items]
Years subject to examination by tax authorities	2023

Immediate Holding Company Balances (Tables)

12 Months Ended

Jun. 30, 2023

Schedule of Directors' Remuneration

The Directors’ remuneration for the financial years ended June 30, 2023 and 2022 as follow:


	June 30, 2023		June 30, 2022
Andrew Khine	$	—	$	68,242
Shusuke Oguro		—		76,222
Hiroshi Ilzuka		—		41,857
Teo Lai Wah, Timothy		33,002		27,580
Goh Chao Kuang		49,693		—
Hilda Sin Mei Fong		58,125		—
Total	$	140,820	$	213,901

Schedule of Amounts Due to Immediate Holding Company

The transactions amount due to an immediate holding company are as of the following:


	June 30, 2023			June 30, 2022
Beginning of the year July 1	$	974,632		$	1,531,488
Advances for operation and administration expenses		2,079,901			873,066
Expenses paid on behalf of Company		1,308,112			117,882
Ordinary shares issued for conversion of debt		(790,287	)		(1,547,804	)
Year ended June 30	$	3,572,358		$	974,632

Leases

12 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

NOTE 7 – LEASES

As of June 30, 2023 and 2022, the Company has operating lease agreement for its office premises. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

Operating lease

The Company has entered into commercial operating leases for the use of office premises in Singapore. 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.

When measuring lease liabilities for leases that were classified as operating leases as of June 30, 2023 and 2022, the Company discounted lease payments using its estimated borrowing rate of 5.25%.

Information pertaining to lease amounts recognized in financial statements is summarized as follows:


	June 30, 2023		June 30, 2022
Assets:
ROU asset	$	220,261	$	44,925

Liabilities:
Current:
Operating lease liabilities	$	173,045	$	36,385
Non-current
Operating lease liabilities		36,700		—
Total lease liabilities	$	209,745	$	36,385

Minimum lease payments for the Company’s operating lease liabilities were as follows for the twelve-month period ended June 30:


	Operating leases
2023	$	173,045
2024		36,700
2025		—
Total operating lease payment	$	209,745

Subsequent Events

12 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 12 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to June 30, 2023 to the date these consolidated financial statements were issued, and has determined that there is a material subsequent event to disclose in these consolidated financial statements, because we believe that this event will have a significant effect on the future operations of the Company.

On July 14, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 3”) to evidence the payments made by the Company for the Third Monthly Extension payment. The noco-noco Note 3 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On August 13, 2023, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) and Subscription Agreement (the “FPA Subscription 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 “Meteora Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement and FPA Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing, up to 2,000,000 Class A Common Stock of the Company, less the number of Class A Common Stock of the Company purchased by Seller separately from third parties through a broker in the open market at prices no higher than the redemption price. Seller has agreed to waive any redemption rights under the Company’s current Charter with respect to any Class A ordinary shares of the Company purchased through the FPA Subscription Agreement and any Recycled Shares (as defined Form F1 File No. 001-41789) in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares.

On August 14, 2023, PubCo entered into a purchase agreement (the “ELOC Purchase Agreement”) with ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (“Arena”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, PubCo has the right to direct Arena to purchase up to an aggregate of $150,000,000 of PubCo Ordinary Shares over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Resale Registration Statement (as defined below), PubCo has the right to present Arena with an advance notice (each, an “Advance Notice”) directing Arena to purchase any amount of PubCo Shares (each, an “Advance”) up to the Maximum Advance Amount (as defined herein). After the SEC declares a Resale effective relating to the transaction, PubCo will have the right and the sole discretion to sell to Arena up to $150 million worth of shares over a 36-month period subject to certain limitations. PubCo will control the timing and amount of any future investment and Arena will be obligated to make purchases in accordance with the ELOC Purchase Agreement

On August 17, 2023, PNAC issued an unsecured promissory note of $125,000 (the “noco-noco Note 4”) to evidence the payments made by the Company for the Forth Monthly Extension payment. The noco-noco Note 4 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the PNAC, in cash or shares of PNAC at $10.00 per share, at the discretion of the note holder.

On August 25, 2023 (the “Closing Date”), noco-noco Inc. (formerly known as Prime Number Holding Limited), 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). The Business Combination was announced on December 29, 2022, where 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 (“noco-noco”), 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.

On August 28, 2023, the PubCo Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “NCNC” and “NCNCW”, respectively.

On October 23, 2023, noco-noco Inc., through its Singapore subsidiary, noco-noco Pte. Ltd. has entered into a Sales and Purchase Agreement to acquire noco-tech Inc. (“noco-tech”), a technology innovator from 3DOM Alliance Inc. (“3DOM”). The agreement includes an indefinite license to produce and market the X-SEPA™ separator technology developed by 3DOM. Under the terms of the transaction, noco-noco will issue up to twenty-five million new shares at US$2 per share to fund the acquisition. The transaction is expected to close in Q4 of 2023. Completion of the Sale and Purchase Agreement is subject to customary conditions precedent, which includes satisfactory completion of due diligence, and noco-noco having obtained the approval of its shareholders for the transaction and necessary regulatory consents and approval (as applicable) for the transaction.

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Loss before tax	$ 16,791,770	$ 1,076,823
Tax rate	17.00%	17.00%
Computed tax benefit (expense) at statutory tax rate	$ 2,854,601	$ 183,060
Tax effect of non-deductible or taxable items:
Share-based compensation expenses	(2,236,523)
Additional deduction for R&D expenses		11,680
Change in valuation allowance	(618,078)	$ (194,740)
Income tax expense (benefit)	$ 0

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Liquidity and Going Concern

12 Months Ended

Jun. 30, 2023

Liquidity and Going Concern [Abstract]

Liquidity and Going Concern

NOTE 2 – LIQUIDITY AND GOING CONCERN

As of June 30, 2023 and 2022, the Company had an accumulated deficit of $19,143,513 and $2,351,743 respectively. The Company incurred net loss of $16,791,770 and $1,076,823 for the financial years ended June 30, 2023 and 2022, respectively. The cash used in operating activities for the financial year ended June 30, 2023 and 2022, was $2,982,778 and $805,177, 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, 2023, the Company’s balance of cash and cash equivalents was $17,789. In addition, up to June 30, 2023, the immediate holding Company, 3DOM Alliance Inc, has extended the Promissory Note for the Company with a principal amount up to $6,022,258 (S$8,000,000) and the Company has drawdown of $3,572,358 (S$4,809,164) from 3DOM Alliance Inc. 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 increasing its gross profit margin and 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 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 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.

Leases - Summary of Minimum Lease Payments for Operating Lease Liabilities (Details)	Jun. 30, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2023	$ 173,045
2024	36,700
Total operating lease payment	$ 209,745

Document and Entity Information	12 Months Ended
Document and Entity Information	Jun. 30, 2023 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	135,430,452
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, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	true
Entity Shell Company	false
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	4 Shenton Way
Entity Address, Address Line Two	#04-06 SGX Centre II
Entity Address, Postal Zip Code	068807
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	5395
Auditor Location	New York
Auditor Name	Marcum Asia CPAs LLP
Business Contract
Document Information [Line Items]
Entity Address, Address Line One	4 Shenton Way
Entity Address, Address Line Two	#04-06 SGX Centre II
Entity Address, Postal Zip Code	068807
Entity Address, Country	SG
Entity Address, City or Town	Singapore
Contact Personnel Name	Masataka Matsumura
City Area Code	+65
Local Phone Number	69709643
Contact Personnel Email Address	contactus@noco-noco.com
Ordinary Shares
Document Information [Line Items]
Trading Symbol	NCNC
Title of 12(b) Security	Ordinary shares, par value US$0.0001
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Trading Symbol	NCNCW
Title of 12(b) Security	Warrants, each whole warrant exercisable for one ordinary share
Security Exchange Name	NASDAQ

Liquidity and Going Concern - Additional Information (Details)

12 Months Ended

Jun. 30, 2023

USD ($)

Jun. 30, 2022

USD ($)

Aug. 14, 2023

USD ($)

Jun. 30, 2023

SGD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2021

USD ($)

Liquidity and Going Concern [Line Items]

Accumulated deficit

$ (2,351,743)

$ (19,143,513)

Net loss

$ (16,791,770)

(1,076,823)

Net cash used in operations

$ (2,982,778)

(805,177)

Cash and cash equivalents

81,626

17,789

Common stock value

^[1]

12,143

12,679

Maximum | ELOC Purchase Agreement | Subsequent Event

Liquidity and Going Concern [Line Items]

Common stock value

$ 150,000,000

3DOM Alliance Inc.

Liquidity and Going Concern [Line Items]

Amounts due to immediate holding company

$ 974,632

$ 4,809,164

3,572,358

$ 1,531,488

3DOM Alliance Inc. | Maximum

Liquidity and Going Concern [Line Items]

Principal amount of note issued

$ 8,000,000

$ 6,022,258

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

Immediate Holding Company Balances - Schedule of Directors' Remuneration (Details) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Directors' remuneration	$ 140,820	$ 213,901
Andrew Khine
Related Party Transaction [Line Items]
Directors' remuneration		68,242
Shusuke Oguro
Related Party Transaction [Line Items]
Directors' remuneration		76,222
Hiroshi Ilzuka
Related Party Transaction [Line Items]
Directors' remuneration		41,857
Teo Lai Wah, Timothy
Related Party Transaction [Line Items]
Directors' remuneration	33,002	$ 27,580
Goh Chao Kuang
Related Party Transaction [Line Items]
Directors' remuneration	49,693
Hilda Sin Mei Fong
Related Party Transaction [Line Items]
Directors' remuneration	$ 58,125

Commitments and Contingencies

12 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our 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”, we 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, 2023 and through November 14, 2023, the date the financial statements were available to be issued.

Deposit, Upfront Payments and Other Receivables (Tables)

12 Months Ended

Jun. 30, 2023

Deposits [Abstract]

Summary of Deposit, Upfront Payments and other Receivables

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


	June 30, 2023		June 30, 2022
Deposits	$	45,369	$	44,971
Upfront payments		47,161		51,840
Other receivables		12,030		5,452
Total	$	104,560	$	102,263

Immediate Holding Company Balances - Schedule of Amounts Due to Immediate Holding Company (Details) - 3DOM Alliance Inc.			12 Months Ended
	Jul. 15, 2022 SGD ($)	Jul. 15, 2022 USD ($)	Jun. 30, 2023 SGD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Beginning balance				$ 974,632	$ 1,531,488
Advances for operation and administration expenses				2,079,901	873,066
Expenses paid on behalf of Company				1,308,112	117,882
Ordinary shares issued for conversion of debt	$ (1,100,000)	$ (790,287)		(790,287)	(1,547,804)
Year ended balance			$ 4,809,164	$ 3,572,358	$ 974,632

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development		$ 137,412
Selling, general and administrative expenses	$ 16,840,854	951,239
Total operating expenses	16,840,854	1,088,651
Loss from operations	(16,840,854)	(1,088,651)
Other income/(expense):
Other income	36,439	11,792
Other expense	(256)
Foreign exchange gain	12,901	36
Total other income	49,084	11,828
Net loss	(16,791,770)	(1,076,823)
Other comprehensive (loss)/income:
Foreign currency translation adjustment	(460,152)	(14,143)
Comprehensive loss	$ (17,251,922)	$ (1,090,966)
Basic loss per ordinary share	$ (0.14)	$ (0.01)
Diluted loss per ordinary share	$ (0.14)	$ (0.01)
Basic weighted average number of ordinary shares outstanding	123,964,463	83,748,856
Diluted weighted average number of ordinary shares outstanding	123,964,463	83,748,856