0001104659-23-094452.txt : 20230823 0001104659-23-094452.hdr.sgml : 20230823 20230823132332 ACCESSION NUMBER: 0001104659-23-094452 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230823 DATE AS OF CHANGE: 20230823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: noco-noco Inc. CENTRAL INDEX KEY: 0001964021 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41789 FILM NUMBER: 231196576 BUSINESS ADDRESS: STREET 1: 4 SHENTON WAY STREET 2: #04-06 SGX CENTRE 2 CITY: SINGAPORE STATE: U0 ZIP: 068807 BUSINESS PHONE: 65 6970 9643 MAIL ADDRESS: STREET 1: 4 SHENTON WAY STREET 2: #04-06 SGX CENTRE 2 CITY: SINGAPORE STATE: U0 ZIP: 068807 FORMER COMPANY: FORMER CONFORMED NAME: Prime Number Holding Ltd DATE OF NAME CHANGE: 20230130 8-A12B 1 tm2324612d1_8a12b.htm 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

noco-noco Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1584130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4 Shenton Way #04-06 SGX Centre 2 Singapore 068807		10022
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered

Name of each exchange on which each class is to be registered

Ordinary Shares, $0.0001 par value

Redeemable Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-271994

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered

The securities to be registered hereby are the ordinary shares and warrants to purchase ordinary shares of noco-noco Inc., recently renamed from Prime Number Holding Limited on August 21, 2023 (the “Company”). The description of the ordinary shares and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form F-4 under the name Prime Number Holding Limited (File No. 333-271994), originally filed with the U.S. Securities and Exchange Commission on May 17, 2023, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 23, 2023		noco-noco Inc.

	By:	/s/ Dongfeng Wang
		Dongfeng Wang Director