Filing Details

noco-noco Inc.

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G7243P109

(CUSIP Number)

August 28, 2023

(Date of Event Which Requires Filing of this Statement)

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

(1)

NAME OF REPORTING PERSONS

Masataka Matsumura

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Japan

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(5)

SOLE VOTING POWER

100,250,116. See Item 4.

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

100,250,116. See Item 4.

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

55,427,248

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

40.8%. See Item 4.

(12)

TYPE OF REPORTING PERSON

IN

(1)

NAME OF REPORTING PERSONS

3DOM Alliance Inc.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Japan

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(5)

SOLE VOTING POWER

90,918,596. See Item 4.

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

90,918,596. See Item 4.

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

90,918,596

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

66.9%. See Item 4.

(12)

TYPE OF REPORTING PERSON

CO

(1)

NAME OF REPORTING PERSONS

Future Science ResearchInc.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Japan

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(5)

SOLE VOTING POWER

9,331,520. See Item 4.

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

9,331,520. See Item 4.

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,331,520

(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.9%. See Item 4.

(12)

TYPE OF REPORTING PERSON

CO

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing:

i)

Masataka Matsumura;

ii)

3DOM Alliance Inc.;

iii)

Future Science Research Inc.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(c).

Citizenship or Place of Organization:

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Item 4.

Ownership:

Number of shares as to which such person has:

Reporting Person

Amount Beneficially Owned

Percent of
Class(4)

Sole Power to Vote or Direct
the Vote

Shared
Power to
Vote or to
Direct the
Vote

Sole Power to
Dispose or to
Direct the
Disposition of

Shared
Power to
Dispose or to
Direct the
Disposition of

Masataka Matsumura

55,427,248 (1)

40.8

%

100,250,116(1)

0

100,250,116 (1)

      0

3DOM Alliance

90,918,596 (2)

66.9

%

90,918,596(2)

0

90,918,596(2)

0

Future Science Research

9,331,520(3)

6.9

%

9,331,520(3)

0

9,331,520(3)

0

(1)

Represents shares beneficially owned by Mr. Masataka Matsumura through 3DOM Alliance Inc. and Future Science Research Inc.

(2)

Consists of 90,918,596 Ordinary Shares directly held by 3DOM Alliance Inc., a company incorporated under the laws of Japan, which is the controller of the Company. Mr. Masataka Matsumura is the largest shareholder of 3DOM Alliance Inc., who holds 50.7% of its equity interests, as well as the Chief Executive Officer and a Director of the Company.

(3)

Consists of 9,331,520 Ordinary Shares directly held by Future Science Research Inc., a company incorporated under the laws of Japan, which is wholly owned by Mr. Masataka Matsumura.

(4)

For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of 135,830,451 ordinary shares as of February 16, 2024.

Item5.

Ownership of Five Percent or Less of a Class:

Item6.

Ownership of More than Five Percent on Behalf of Another Person:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certifications:

Masataka Matsumura

By:

/s/ Masataka Matsumura

3DOM Alliance Inc.

By:

/s/ Akihiko Matsumura

Akihiko Matsumura

Representative Director

Future Science Research Inc.

By:

/s/ Masato Tomitaku

Masato Tomitaku

Director

Exhibit No.

Description

99.1

Joint Filing Agreement