Podstawowe statystyki
| CIK | 1858180 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Prime Number Acquisition I Corp - Class A
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prime Number Acquisition I Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prime Number Acquisition I Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74168P206 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| October 6, 2023 |
SC 13G/A 1 karpus-sch13g18764.htm KARPUS INVESTMENT MGT / PRIME NUMBER ACQUISITION I - SCHEDULE 13G/A(#1E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Prime Number Acquisition I Corp. (Name of Issuer) Common (Title of Class of Securities) 74168P107 (CUSIP Number) September 30, 2023 (Date of Event |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDERSECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41394 PRIME NUMBER ACQUISITION I CORP. (Exact name of registrant as spec |
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| August 25, 2023 |
Exhibit 99.1 noco-noco Pte. Ltd. and Prime Number Acquisition I Corp. Announce Plan for Closing of Business Combination on August 25, 2023 · noco-noco Pte. Ltd. and Prime Number Acquisition I Corp. plan to consummate the business combination on August 25, 2023 · noco-noco Inc.’s shares and warrants are targeted to start trading on Nasdaq Capital Market on August 28, 2023 Singapore/New York, August |
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| August 25, 2023 |
Exhibit 99.1 noco-noco Pte. Ltd. and Prime Number Acquisition I Corp. Announce Plan for Closing of Business Combination on August 25, 2023 · noco-noco Pte. Ltd. and Prime Number Acquisition I Corp. plan to consummate the business combination on August 25, 2023 · noco-noco Inc.’s shares and warrants are targeted to start trading on Nasdaq Capital Market on August 28, 2023 Singapore/New York, August |
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| August 25, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2023 (August 24, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of i |
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| August 25, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2023 (August 24, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of i |
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| August 24, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Com |
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| August 24, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Com |
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| August 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| August 17, 2023 |
Exhibit 99.2 Prime Number Acquisition I Corp. Announces Extension of the Deadline for an Initial Business Combination Manhasset, New York, August 16, 2023 (GLOBE NEWSWIRE) - Prime Number Acquisition I Corp. (the “Company” or “PNAC”) (Nasdaq: PNAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combin |
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| August 17, 2023 |
Exhibit 99.1 noco-noco and Prime Number Acquisition I Corp. announce business combination approval by Prime Number Acquisition I Corp. stockholders Manhasset, New York, August 16, 2023 (GLOBE NEWSWIRE) –Prime Number Acquisition I Corp. (Nasdaq: PNAC; “Prime Number”), a publicly traded special acquisition company, today announced that their previously announced business combination (the "Business C |
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| August 17, 2023 |
Promissory Note, dated August 16, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 17, 2023 |
Exhibit 99.2 Prime Number Acquisition I Corp. Announces Extension of the Deadline for an Initial Business Combination Manhasset, New York, August 16, 2023 (GLOBE NEWSWIRE) - Prime Number Acquisition I Corp. (the “Company” or “PNAC”) (Nasdaq: PNAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combin |
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| August 17, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 16, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 17, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 16, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 17, 2023 |
Exhibit 99.1 noco-noco and Prime Number Acquisition I Corp. announce business combination approval by Prime Number Acquisition I Corp. stockholders Manhasset, New York, August 16, 2023 (GLOBE NEWSWIRE) –Prime Number Acquisition I Corp. (Nasdaq: PNAC; “Prime Number”), a publicly traded special acquisition company, today announced that their previously announced business combination (the "Business C |
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| August 17, 2023 |
Promissory Note, dated August 16, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 15, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces that it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with noco-noco Pte. Ltd. to August 16, 2023 · Special Meeting of Prime Number Acquisition I Corp. stockholders to be adjourned until August 16, 2022, at 10:00 a.m., Eastern Time August 15, 2023, MANHASSET, NEW YORK-(BUSINESS WIRE) — Prime Number Acquisiti |
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| August 15, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 15, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 15, 2023 |
Press Release, dated August 15, 2023. Exhibit 99.1 Prime Number Acquisition I Corp. Announces that it will Adjourn the Special Meeting of Shareholders to Approve Business Combination with noco-noco Pte. Ltd. to August 16, 2023 · Special Meeting of Prime Number Acquisition I Corp. stockholders to be adjourned until August 16, 2022, at 10:00 a.m., Eastern Time August 15, 2023, MANHASSET, NEW YORK-(BUSINESS WIRE) — Prime Number Acquisiti |
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| August 14, 2023 |
Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2023, by and among Prime Number Acquisition I Corp., a Delaware corporation (“PNAC”) and the undersigned subscriber (“Subscriber”). Reference to the “Company” shall mean PNAC before the completion of the Business Combination (as defined below) and shall me |
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| August 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2023 (August 13, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of i |
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| August 14, 2023 |
Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated as of August 14, 2023 is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (the “Investor”), and PRIME NUMBER HOLDING LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands (th |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo |
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| August 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2023 (August 13, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of i |
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| August 14, 2023 |
Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated as of August 14, 2023 is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (the “Investor”), and PRIME NUMBER HOLDING LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands (th |
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| August 14, 2023 |
Exhibit 10.1 Execution Version Date: August 13, 2023 To: Prime Number Acquisition I Corp., a Delaware corporation (“PNAC”) and NOCO-NOCO PTE. LTD., a Singapore private company limited by shares (“Target”) Address: 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 From: (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategi |
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| August 14, 2023 |
Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2023, by and among Prime Number Acquisition I Corp., a Delaware corporation (“PNAC”) and the undersigned subscriber (“Subscriber”). Reference to the “Company” shall mean PNAC before the completion of the Business Combination (as defined below) and shall me |
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| August 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2023 |
Exhibit 10.1 Execution Version Date: August 13, 2023 To: Prime Number Acquisition I Corp., a Delaware corporation (“PNAC”) and NOCO-NOCO PTE. LTD., a Singapore private company limited by shares (“Target”) Address: 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 From: (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategi |
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| July 26, 2023 |
Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release Prime Number Acquisition I Corp. Announces Effectiveness of Proxy Statement/Prospectus and August 15, 2023 Special Meeting of S |
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| July 14, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Extension of the Deadline for an Initial Business Combination Manhasset, New York, July 14, 2023 (GLOBE NEWSWIRE) - Prime Number Acquisition I Corp. (the “Company” or “PNAC”) (Nasdaq: PNAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combinat |
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| July 14, 2023 |
Promissory Note, dated July 14, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 14, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Com |
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| July 6, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 6, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Commis |
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| July 6, 2023 |
Copyright © noconoco Pte. Ltd. All Rights Reserved. 06 July 2023 Sustainability Simplified Exhibit 99.1 Copyright © noconoco Pte. Ltd. All Rights Reserved. 06 July 2023 Sustainability Simplified 2 Copyright © noconoco Pte. Ltd. All Rights Reserved. We are dedicated to simplifying the complexities of transitioning to a sustainable future . Through our innovative technologies, we offer cutting - edge solutions that address real challenges in decarbonization . 3 Copyright © noconoco Pte. L |
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| July 6, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 6, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Commis |
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| July 6, 2023 |
Copyright © noconoco Pte. Ltd. All Rights Reserved. 06 July 2023 Sustainability Simplified Exhibit 99.1 Copyright © noconoco Pte. Ltd. All Rights Reserved. 06 July 2023 Sustainability Simplified 2 Copyright © noconoco Pte. Ltd. All Rights Reserved. We are dedicated to simplifying the complexities of transitioning to a sustainable future . Through our innovative technologies, we offer cutting - edge solutions that address real challenges in decarbonization . 3 Copyright © noconoco Pte. L |
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| June 16, 2023 |
Promissory Note, dated June 14, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 16, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 16, 2023 (June 14, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of inco |
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| June 16, 2023 |
Promissory Note, dated June 14, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 16, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Extension of the Deadline for an Initial Business Combination Manhasset, New York, June 16, 2023 (GLOBE NEWSWIRE) - Prime Number Acquisition I Corp. (the “Company” or “PNAC”) (Nasdaq: PNAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combinat |
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| June 16, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Extension of the Deadline for an Initial Business Combination Manhasset, New York, June 16, 2023 (GLOBE NEWSWIRE) - Prime Number Acquisition I Corp. (the “Company” or “PNAC”) (Nasdaq: PNAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combinat |
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| June 16, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 16, 2023 (June 14, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of inco |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| May 19, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Commis |
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| May 19, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorporation) (Commis |
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| May 19, 2023 |
Exhibit 99.1 Investor Presentation https://noco - noco.com 20/04/2023 Copyright © noconoco Pte. Ltd. All Rights Reserved. 1 2 Copyright © noconoco Pte. Ltd. All Rights Reserved. 1. Confidentiality and Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with resp |
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| May 19, 2023 |
Exhibit 99.1 Investor Presentation https://noco - noco.com 20/04/2023 Copyright © noconoco Pte. Ltd. All Rights Reserved. 1 2 Copyright © noconoco Pte. Ltd. All Rights Reserved. 1. Confidentiality and Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with resp |
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| May 17, 2023 |
Promissory Note, dated May 17, 2023, issued by Prime Number Acquisition I Corp. to noco-noco. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 17, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Results of the Special Meeting of the Stockholders and Intention to Extend the Deadline for an Initial Business Combination New York, NY– May 15, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it held a special meeting of the stockholders ( |
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| May 17, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. May 17, 2023 Prime Number Acquisition I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Prime Number Acquisition I Corp.”. The original certificat |
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| May 17, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Comm |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F |
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| May 10, 2023 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| May 10, 2023 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Comm |
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| May 10, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Further Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 10, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “ |
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| May 10, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Further Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 10, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “ |
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| May 10, 2023 |
Press Release dated May 10, 2023 Exhibit 99.1 Prime Number Acquisition I Corp. Announces Further Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 10, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “ |
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| May 10, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Co |
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| May 10, 2023 |
DEFA14A 1 tm2315274d18k.htm DEFA14A United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other |
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| May 10, 2023 |
Press Release dated May 10, 2023 Exhibit 99.1 Prime Number Acquisition I Corp. Announces Further Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 10, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “ |
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| May 8, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Commi |
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| May 8, 2023 |
Press Release dated May 8, 2023 Exhibit 99.1 Prime Number Acquisition I Corp. Announces Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 8, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “Trust Acc |
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| May 8, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2023 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Commi |
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| May 8, 2023 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces Revised Contribution to Trust Account in Connection with Proposed Charter Amendment New York, NY– May 8, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced it will revise the amount of contribution to the Company’s trust account (the “Trust Acc |
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| May 4, 2023 |
Filed by Prime Number Acquisition I Corp. Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release noco-noco Pte. Ltd. welcomes Jupe Tsui as Chief Financial Officer April 24, 2023 noco-noco Pte. Ltd. is pleased to announce the |
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| May 4, 2023 |
Filed by Prime Number Acquisition I Corp. Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release noco-noco Pte. Ltd. welcomes Tetsu Tanizawa as Chief Technology Officer May 2, 2023 noco-noco Pte. Ltd. is pleased to announce |
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| May 4, 2023 |
Filed by Prime Number Acquisition I Corp. Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release noco-noco signs MOU with bus operator Kyushu Sanko Group for fleet decarbonization Collaboration aims to realize a carbon-negat |
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| May 2, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2023 (May 2, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorpor |
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| May 2, 2023 |
Press Release dated May 2, 2023 Exhibit 99.1 Prime Number Acquisition I Corp. Announces Clarified Position on Excise Tax New York, NY– May 2, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced its clarified position that the funds in the Company’s trust account and any additional contributions, including any interest thereon, will |
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| May 2, 2023 |
Prime Number Acquisition I Corp. Announces Clarified Position on Excise Tax Exhibit 99.1 Prime Number Acquisition I Corp. Announces Clarified Position on Excise Tax New York, NY– May 2, 2023 – Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the “Company”), a blank check company incorporated as a Delaware corporation, today announced its clarified position that the funds in the Company’s trust account and any additional contributions, including any interest thereon, will |
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| May 2, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2023 (May 2, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction of incorpor |
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| April 26, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2023 (April 20, 2023) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of in |
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| April 24, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| April 19, 2023 |
United States securities and exchange commission logo April 19, 2023 Dongfeng Wang Chief Executive Officer Prime Number Acquisition I Corp. |
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| April 19, 2023 |
Prime Number Acquisition I Corp. Prime Number Acquisition I Corp. April 19, 2023 Via Edgar Benjamin Holt Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Prime Number Acquisition I Corp. Preliminary Proxy Statement on Schedule 14A Filed April 14, 2023 File No. 001-41394 Dear Mr. Holt: This letter is in response to the letter d |
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| April 18, 2023 |
United States securities and exchange commission logo April 18, 2023 Dongfeng Wang Chief Executive Officer Prime Number Acquisition I Corp. |
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| April 18, 2023 |
Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release For Immediate Release Lithium-ion battery using 3DOM Alliance’s X-SEPATM achieves extended lifespan under high temperature cond |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 11, 2023 |
Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release For Immediate Release 3DOM Alliance and noco-noco sign MOU with Assemblepoint for business alliance to provide decarbonization |
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| April 6, 2023 |
Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release Results of research on charge-discharge cycle life in lithium-ion batteries and next-generation rechargeable lithium metal batt |
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| April 3, 2023 |
Exhibit 10.8 October 25, 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd, Suite 404, Manhasset, NY Attention: Mr. Dongfeng Wang, Mr. Weixiong (Jeff) Cheong Re: Engagement of Services Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), has requested Prime Number Capital LLC and WestPark |
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| April 3, 2023 |
Exhibit 10.9 Prime Number Capital LLC, FINRA/SIPC Member 14 Myrtle Drive, Great Neck, NY, 11021 (347)329-1585 [email protected] October 25, 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd, Suite 404, Manhasset, NY Attention: Mr. Dongfeng Wang, Mr. Weixiong (Jeff) Cheong Re: Engagement of Services Ladies and Gentlemen: This letter (the “Agreement”) will confirm our understanding that Prime Nu |
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| April 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41394 PRIME NUMBER |
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| April 3, 2023 |
Description of Securities of the Registrant. Exhibit 4.8 DESCRIPTION OF SECURITIES OF THE REGISTRANT Pursuant to the existing certificate of incorporation of Prime Number Acquisition I Corp. (“PNAC”, “our Company”, “the Company”, “we” or “us”), our authorized capital stock consists of 50,000,000 shares of Class A common stock, $0.0001 par value, 2,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated |
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| March 31, 2023 |
Filed by Prime Number Acquisition I Corp. Filed by Prime Number Acquisition I Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41394 Subject Company: Prime Number Acquisition I Corp. Press Release 3DOM Alliance reports results of nail penetration short circuit resistance testing for batteries equipped with the X-SEPA™ TOKY |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o |
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| February 14, 2023 |
SC 13G 1 pnac.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Prime Number Acquisition I Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check th |
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| February 14, 2023 |
SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Prime Number Acquisition I Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Prime Number Acquisition I Corp. (Name of Issuer) Common (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 10, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prime Number Acquisition I Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 10, 2023 |
SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Prime Number Acquisition I Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74168P107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| February 8, 2023 |
SC 13G/A 1 pnacu13gamend.txt PNACU13GAMEND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Prime Number Acquisition I Corp. (Name of Issuer) Units (Title of Class of Securities) 74168P206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| January 30, 2023 |
US74168P1075 / Prime Number Acquisition I Corp., Class A / BARCLAYS PLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prime Number Acquisition I Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74168P107 (CUSIP Number) 31-Dec-22 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 6, 2023 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Prime Number Acquisition I Corp. (Name of Issuer) Class A common stock, par value $ 0.0001 (Title of Class of Securities) 74168P107 (CUSI |
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| December 30, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 30, 2022 (December 29, 2022) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction |
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| December 30, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Prime Number Acquisition I Corp., as Acquiror, THE ACQUISITION ENTITIES NAMED HEREIN, as Acquisition Entities, NOCO-NOCO PTE. LTD., as the Company, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers dated as of December 29, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1. Definitions 4 S |
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| December 30, 2022 |
Form of Registration Rights Agreement. EX-10.2 4 tm2233726d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Agreed Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Prime Number Holding Inc., a Cayman Islands exempted company limited by shares (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” |
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| December 30, 2022 |
EX-10.1 3 tm2233726d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Agreed Form LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”)1, Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”) and Prime Number Holding Limited, a Cayman Islands exempted company limited by shares ( “PubCo”). Capitalized terms used |
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| December 30, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Prime Number Acquisition I Corp., as Acquiror, THE ACQUISITION ENTITIES NAMED HEREIN, as Acquisition Entities, NOCO-NOCO PTE. LTD., as the Company, and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers dated as of December 29, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1. Definitions 4 S |
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| December 30, 2022 |
EX-10.1 3 tm2233726d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Agreed Form LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”)1, Prime Number Acquisition I Corp., a Delaware corporation (“Acquiror”) and Prime Number Holding Limited, a Cayman Islands exempted company limited by shares ( “PubCo”). Capitalized terms used |
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| December 30, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 30, 2022 (December 29, 2022) Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41394 86-2378484 (State or other jurisdiction |
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| December 30, 2022 |
Form of Registration Rights Agreement. EX-10.2 4 tm2233726d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Agreed Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Prime Number Holding Inc., a Cayman Islands exempted company limited by shares (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2022 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o |
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| November 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prime Number Acquisition I Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74168P107 (CUSIP Number) September 19, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 14, 2022 |
Prime Number Acquisition I Corp. Announces Appointment of Chief Operating Officer EX-99.1 3 tm2220922d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Prime Number Acquisition I Corp. Announces Appointment of Chief Operating Officer New York, July 14, 2022 (GLOBE NEWSWIRE) – Prime Number Acquisition I Corp. (Nasdaq: PNAC) (the “Company”), a newly organized blank check company incorporated as a Delaware corporation, today announced the appointment of Chief Operating Officer, Weixiong (Jeff |
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| July 14, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 13, 2022 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Com |
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| July 14, 2022 |
EX-10.1 2 tm2220922d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 13, 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Weixiong (Jeff) Cheong (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corpor |
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| June 30, 2022 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2022 Date of Report (Date of earliest event reported) Prime Number Acquisition I Corp (Exact Name of Registrant as Specified in its Charter) Delaware 001-419394 86-2378484 (State or other jurisdiction of incorporation) (Comm |
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| June 30, 2022 |
Exhibit 99.1 Prime Number Acquisition I Corp. Announces the Separate Trading of its Class A Common Stock Shares, Warrants, and Rights, Commencing July 6, 2022 New York, NY? June 30, 2022 ? Prime Number Acquisition I Corp. (NASDAQ: PNACU) (the ?Company?), a newly organized blank check company incorporated as a Delaware business company and led by Chief Executive Officer and Chairman Dongfeng Wang, |
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| June 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| May 26, 2022 |
Prime Number Acquisition LLC - SC 13D SC 13D 1 tm2216049d5sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PRIME NUMBER ACQUISITION I CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74168P107 (CUSIP Number) Dongfeng Wang Chief Executive Officer 1129 Northern Blvd., Suite 404 Manhasset, NY |
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| May 26, 2022 |
Joint Filing Agreement, dated May 26, 2022. Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A common stock, par value of US$0.0001 per share of Prime Number Acquisition I Corp., a Delaware corporation whose principal place of business is in Manhasset, New York, shall be filed on behalf of the undersigned. May 26, 2022 Prime Number Acquisition LLC By: /s/ Dongf |
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| May 24, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2216273d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 (May 17, 2022) PRIME NUMBER ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Delaware 333-262457 86-2378484 (St |
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| May 24, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Prime Number Acquisition I Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of P |
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| May 23, 2022 |
Saba Capital Management, L.P. - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prime Number Acquisition I Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74168P206 (CUSIP Number) May 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appr |
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| May 19, 2022 |
Feis Lawrence Michael - SCHEDULE 13G SC 13G 1 lfsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Prime Number Acquisition I Corp. (Name of Issuer) Class A common stock, par value $ 0.0001 (Title of Clas |
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| May 18, 2022 |
Letter Agreement, dated May 12, 2022, among the Registrant and certain security holders. EX-10.1 6 tm228253d6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version May 12, 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd., Suite 404 Manhasset, NY, 11030 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Prim |
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| May 18, 2022 |
Exhibit 4.1 Execution Version WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated May 12, 2022 This Warrant Agreement (this ?Agreement?), dated May 12, 2022, is by and between Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the ?Warrant Agent?). WHEREA |
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| May 18, 2022 |
EX-1.1 2 tm228253d6ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENT May 12, 2022 Prime Number Capital LLC 14 Myrtle Drive Great Neck, New York 11021 WestPark Capital, Inc. 521 5th Avenue, 35th Floor New York, New York 10175 As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersign |
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| May 18, 2022 |
EX-10.4 9 tm228253d6ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 12, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Prime Number Acquisition LLC, a Delaw |
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| May 18, 2022 |
Prime Number Acquisition I Corp. Announces Closing of $64.5 Million Initial Public Offering Exhibit 99.2 Prime Number Acquisition I Corp. Announces Closing of $64.5 Million Initial Public Offering New York, New York, May 17, 2022 (GLOBE NEWSWIRE) ? Prime Number Acquisition I Corp. (the ?Company?), a newly organized blank check company incorporated as a Delaware corporation and led by Chairman and Chief Executive Officer, Dongfeng Wang, today announced the closing of its initial public of |
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| May 18, 2022 |
Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of May 12, 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), and Wilmington Trust, National Association, a national banking association (the ?Trustee?). WHEREAS, the Company?s registration statement on F |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 PRIME NUMBER ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Delaware 333-262457 86-2378484 (State or other jurisdiction (Commission File Numbe |
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| May 18, 2022 |
Prime Number Acquisition I Corp. Announces Pricing of $60 Million Initial Public Offering Exhibit 99.1 Prime Number Acquisition I Corp. Announces Pricing of $60 Million Initial Public Offering New York , May 12, 2022 (GLOBE NEWSWIRE) – Prime Number Acquisition I Corp. (the “Company”), a newly organized blank check company incorporated as a Delaware corporation today announced the pricing of its initial public offering of 6,000,000 units at an offering price of $10.00 per unit, with eac |
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| May 18, 2022 |
Securities Assignment Agreement among the Sponsor, Mr. Wang and others dated May 12, 2022 Exhibit 10.7 Execution Version SECURITIES TRANSFER AGREEMENT This Securities Transfer Agreement is dated as of May 12, 2022 (this “Agreement”), by and among Prime Number Acquisition LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”). WHEREAS, the Seller is one of the sponsors of Prime Num |
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| May 18, 2022 |
Exhibit 4.2 Execution Version RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of May 12, 2022 between Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), and VStock Transfer, LLC, a California limited liability company, as right agent (the ?Right Agent?). WHEREAS, the Company has received a firm commitment from Prime Number Capital LLC, as the representat |
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| May 18, 2022 |
EX-10.3 8 tm228253d6ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2022, is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Acquisition LLC, a Delaware limited liability company (“Sponsor A”), Glorious Capital LLC |
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| May 18, 2022 |
Administrative Services Agreement, dated May 12, 2022, between the Registrant and the Sponsor. EX-10.6 11 tm228253d6ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version PRIME NUMBER ACQUISITION I CORP. 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 May 12, 2022 Prime Number Acquisition LLC 14 Myrtle Drive Great Neck, New York 11021 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Prime Number Acquisition I Corp. (the “Company”) and Prime Number Acquisi |
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| May 18, 2022 |
EX-10.5 10 tm228253d6ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| May 18, 2022 |
Amended and Restated Certificate of Incorporation, dated May 10, 2022. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. [•], 2022 Prime Number Acquisition I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Prime Number Acquisition I Corp.”. The original certificate of incorporation of the Corporati |
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| May 16, 2022 |
PRIME NUMBER ACQUISITION I CORP. 6,000,000 Units Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-262457 PRIME NUMBER ACQUISITION I CORP. $60,000,000 6,000,000 Units Prime Number Acquisition I Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we ref |
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| May 16, 2022 |
Space Summit Capital LLC - MAY 13 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1 )* Prime Number Acquisition I Corp. (Name of Issuer) Units (Title of Class of Securities) 74168P206 (CUSIP Number) May 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| May 12, 2022 |
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 Prime Number Acquisition I Corp. (Exact name of registrant as specified in its charter) Securities to be registered pursuant to Section 12(b) of the Act: Delaware 98-1584130 (State or other jurisdi |
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| May 12, 2022 | ||
| May 10, 2022 |
PRIME NUMBER ACQUISITION I CORP. CORRESP 1 filename1.htm PRIME NUMBER ACQUISITION I CORP. May 10, 2022 Via Edgar Liz Packebusch Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Prime Number Acquisition I Corp. Registration Statement on Form S-1, as amended (File No. 333-262457) Request for Acceleration of Effectiveness Dear Ms. P |
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| May 10, 2022 |
* * * [Signature Page Follows] May 10, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| May 9, 2022 |
Prime Number Acquisition I Corp. CORRESP 1 filename1.htm Prime Number Acquisition I Corp. May 9, 2022 Via Edgar Ms. Liz Packebusch Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Prime Number Acquisition I Corp. Amendment No. 2 to the Registration Statement Filed: May 4, 2022 File No. 333-262457 Dear Ms. Packebusch: This letter |
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| May 4, 2022 |
As filed with the Securities and Exchange Commission on May 3, 2022. As filed with the Securities and Exchange Commission on May 3, 2022. Registration No. 333-262457 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Prime Number Acquisition I Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2378484 (State or Other Jurisdiction of In |
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| May 4, 2022 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. [?], 2022 Prime Number Acquisition I Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Prime Number Acquisition I Corp.?. The original certificate of incorporation of the Corporati |
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| May 4, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENT [], 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 Prime Number Capital LLC WestPark Capital Inc. As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Prime Number Acquisition I Corp., a newly formed bank check company for |
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| May 4, 2022 |
Form of Investment Management Trust Agreement between Wilmington Trust and the Registrant. EX-10.3 10 tm228253d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). WHEREAS, the Compa |
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| May 4, 2022 |
Form of Letter Agreement among the Registrant and its founders. Exhibit 10.2 [●], 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd., Suite 404 Manhasset, NY, 11030 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Compan |
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| May 4, 2022 |
Exhibit 4.1 NUMBER UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 74168P206 PRIME NUMBER ACQUISITION I CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-EIGHTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists o |
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| May 4, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Prime Number Acquisition I Corp. |
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| May 4, 2022 |
Exhibit 4.5 NUMBER SPECIMEN RIGHTS CERTIFICATE PRIME NUMBER ACQUISITION I CORP. INCORPORATED UNDER THE LAWS OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the ?Right?) to automatically receive one-eighth of one share of Class A common stock, $0.0001 par value (?Class A Common Stock?), of Prime N |
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| May 4, 2022 |
Form of Private Placement Share Purchase Agreement between the Registrant and the founders. Exhibit 10.8 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Prime Number Acquisition LLC, a Delaware limited liability company ( “Sponsor A”), Glorious Capital LL |
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| May 4, 2022 |
Form of Securities Assignment Agreement, among the Registrant and certain security holders. Exhibit 10.11 SECURITIES TRANSFER AGREEMENT This Securities Transfer Agreement is dated as of [ ], 2022 (this ?Agreement?), by and among Prime Number Acquisition LLC, a Delaware limited liability company (the ?Seller?), and the parties identified on the signature page hereto (each a ?Buyer? and collectively, the ?Buyers?). WHEREAS, the Seller is one of the sponsors of Prime Number Acquisition I Co |
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| May 4, 2022 |
Form of Right Agreement between VStock Transfer LLC and the Registrant. EX-4.6 7 tm228253d3ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [●], 2022 between rime Number Acquisition I Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as right agent (the “Right Agent”). WHEREAS, the Company has received a firm commitment from Prime Number Capital LLC, |
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| May 4, 2022 |
Form of Warrant Agreement between VStock Transfer LLC and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated [ ], 2022 This Warrant Agreement (this ?Agreement?), dated [ ], 2022, is by and between Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the ?Warrant Agent?). WHEREAS, the Company is engage |
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| May 4, 2022 |
Form of Registration Rights Agreement among the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), Prime Number Acquisition LLC, a Delaware limited liability company (?Sponsor A?), Glorious Capital LLC (?Sponsor B?, together with Sponsor A, the ?Sponsors?), Dongfeng |
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| March 4, 2022 |
As filed with the Securities and Exchange Commission on March 4, 2022. As filed with the Securities and Exchange Commission on March 4, 2022. Registration No. 333-262457 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Prime Number Acquisition I Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2378484 (State or Other Jurisdiction of |
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| March 4, 2022 |
Prime Number Acquisition I Corp. CORRESP 1 filename1.htm Prime Number Acquisition I Corp. March 4, 2022 Via Edgar Ms. Liz Packebusch Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Prime Number Acquisition I Corp. Registration Statement Filed February 1, 2022 File No. 333-262457 Dear Ms. Packebusch: This letter is in response to |
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| March 4, 2022 |
EX-FILING FEES 4 tm222557d1ex107.htm EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Prime Number Acquisition I Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price P |
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| March 4, 2022 |
Form of Amended and Restated Certificate of Incorporation. EX-3.3 2 tm228253d1ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. [•], 2022 Prime Number Acquisition I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Prime Number Acquisition I Corp.”. The original cert |
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| February 17, 2022 |
United States securities and exchange commission logo February 17, 2022 Dongfeng Wang Chief Executive Officer Prime Number Acquisition I Corp. |
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| February 1, 2022 |
Exhibit 99.3 CONSENT OF QINYU WANG Prime Number Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| February 1, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Prime Number Acquisition I Corp. |
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| February 1, 2022 |
Exhibit 10.5 PRIME NUMBER ACQUISITION I CORP. 14 Myrtle Drive Great Neck, New York 11021 April 6, 2021 Prime Number Acquisition LLC 14 Myrtle Drive Great Neck, New York 11021 RE: Securities Purchase Agreement Ladies and Gentlemen: We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,357,000 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the |
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| February 1, 2022 |
EX-3.4 6 tm222557d1ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 BYLAWS OF PRIME NUMBER ACQUISITION I CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting |
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| February 1, 2022 |
Exhibit 99.5 CONSENT OF Chris Dunn Prime Number Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| February 1, 2022 |
Form of Private Placement Share Purchase Agreement between the Registrant and the founders. Exhibit 10.8 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Prime Number Acquisition LLC, a Delaware limited liability company ( “Sponsor A”), Glorious Capital LL |
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| February 1, 2022 |
Form of Securities Assignment Agreement, among the Registrant and certain security holders. Exhibit 10.11 SECURITIES TRANSFER AGREEMENT This Securities Transfer Agreement is dated as of [ ], 2022 (this ?Agreement?), by and among Prime Number Acquisition LLC, a Delaware limited liability company (the ?Seller?), and the parties identified on the signature page hereto (each a ?Buyer? and collectively, the ?Buyers?). WHEREAS, the Seller is one of the sponsors of Prime Number Acquisition I Co |
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| February 1, 2022 |
EX-10.7 18 tm222557d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 SHARE SURRENDER AGREEMENT THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made as of May 28, 2021, by and among Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), Prime Number Acquisition LLC, a Delaware limited liability company (“Sponsor A”), and Glorious Capital LLC, a Delaware limited liability company, (“Spo |
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| February 1, 2022 |
Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade |
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| February 1, 2022 |
Exhibit 4.1 NUMBER UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 74168P206 PRIME NUMBER ACQUISITION I CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Co |
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| February 1, 2022 |
Specimen Common Stock Certificate.* Exhibit 4.2 NUMBER NUMBER C- [?] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 74168P107 PRIME NUMBER ACQUISITION I CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF PRIME NUMBER ACQUISITION I CORP. (THE ?CORPORATION?) transferabl |
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| February 1, 2022 |
Exhibit 14.1 PRIME NUMBER ACQUISITION I CORP. (THE ?COMPANY?) Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the juri |
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| February 1, 2022 |
Certificate of Incorporation.* Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:20 PM 02/25/2021 FILED 02:20 PM 02/25/2021 SR 20210646248 - File Number 5259764 CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. Feb 25, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorpo |
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| February 1, 2022 |
Form of Audit Committee Charter.* Exhibit 99.1 PRIME NUMBER ACQUISITION I CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Prime Number Acquisition I Corp. (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting |
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| February 1, 2022 |
Form of Registration Rights Agreement among the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the ?Company?), Prime Number Acquisition LLC, a Delaware limited liability company (?Sponsor A?), Glorious Capital LLC (?Sponsor B?, together with Sponsor A, the ?Sponsors?), Dongfeng |
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| February 1, 2022 |
Certificate of First Amendment to Certificate of Incorporation.* Exhibit 3.2 State of Delaware Secretary of State Division of Corporations Delivered 11:24 AM 12/22/2021 FILED 11:24 AM 12/22/2021 SR 20214187318 - File Number 5259764 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. a Delaware Corporation (Pursuant to Section 228 and 242 of the General Corporation law of the State of Delaware) Prime Number Acquisitio |
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| February 1, 2022 |
Form of Compensation Committee Charter.* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PRIME NUMBER ACQUISITION I CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Prime Number Acquisition I Corp. (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its exe |
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| February 1, 2022 |
Specimen Warrant Certificate.* Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PRIME NUMBER ACQUISITION I CORP. Incorporated Under the Laws of the State of Delaware CUSIP 74168P 115 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ |
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| February 1, 2022 |
As filed with the Securities and Exchange Commission on February 1, 2022 . As filed with the Securities and Exchange Commission on February 1, 2022 . Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Prime Number Acquisition I Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2378484 (State or Other Jurisdiction of Incorporation or Orga |
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| February 1, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 6,000,000 Units Prime Number Acquisition I Corp. UNDERWRITING AGREEMENT [], 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 Prime Number Capital LLC Shengang Securities Company Limited As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Prime Number Acquisition I Corp., a newly formed bank che |
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| February 1, 2022 |
EX-10.1 12 tm222557d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| February 1, 2022 |
Prime Number Acquisition I Corp. Prime Number Acquisition I Corp. February 1, 2022 Via Edgar Mr. Wei Lu Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Prime Number Acquisition I Corp. Draft Registration Statement on Form S-1 Submitted June 4, 2021 CIK No. 0001858180 Dear Mr. Lu: This letter is in response to the letter dated June 29, |
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| February 1, 2022 |
Securities Purchase Agreement, between the Registrant and Glorious Capital LLC dated April 7, 2021.* EX-10.6 17 tm222557d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIME NUMBER ACQUISITION I CORP. 14 Myrtle Drive Great Neck, New York 11021 April 6, 2021 Glorious Capital LLC 14 Myrtle Drive Great Neck, New York 11021 RE: Securities Purchase Agreement Ladies and Gentlemen: We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,500 shares (the “Shares”) of Class B common stock |
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| February 1, 2022 |
Form of Letter Agreement among the Registrant and its founders. Exhibit 10.2 [?], 2022 Prime Number Acquisition I Corp. 1129 Northern Blvd., Suite 404 Manhasset, NY, 11030 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Prime Number Acquisition I Corp., a Delaware corporation (the ?Compan |
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| February 1, 2022 |
Exhibit 10.10 PRIME NUMBER ACQUISITION I CORP. 1129 Northern Blvd., Suite 404 Manhasset, NY 11030 [ ], 2022 Prime Number Acquisition LLC 14 Myrtle Drive Great Neck, New York 11021 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Prime Number Acquisition I Corp. (the “Company”) and Prime Number Acquisition LLC (the “Provider”), dated as of the date of this letter ag |
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| February 1, 2022 |
Form of Investment Management Trust Agreement between Wilmington Trust and the Registrant. EX-10.3 14 tm222557d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022, by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). WHEREAS, the Compa |
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| February 1, 2022 |
Form of Warrant Agreement between VStock Transfer LLC and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between PRIME NUMBER ACQUISITION I CORP. and VSTOCK TRANSFER, LLC Dated [ ], 2022 This Warrant Agreement (this “Agreement”), dated [ ], 2022, is by and between Prime Number Acquisition I Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”). WHEREAS, the Company is engage |
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| February 1, 2022 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRIME NUMBER ACQUISITION I CORP. [•], 2022 Prime Number Acquisition I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Prime Number Acquisition I Corp.”. The original certificate of incorporation of the Corporati |
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| February 1, 2022 |
Exhibit 99.4 CONSENT OF David Sherman Prime Number Acquisition I Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the |
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| June 29, 2021 |
United States securities and exchange commission logo June 29, 2021 Dongfeng Wang Chief Executive Officer Prime Number Acquisition I Corp. |
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| June 4, 2021 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on June 4, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Prime Number Acquisition I Corp. (Exact name of registrant as specifi |
