Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Supplement to the Definitive Proxy Statement
On
April 24, 2023, Prime Number Acquisition I Corp. (the “Company”) filed a definitive proxy statement (as supplemented on
May 2, 2023 and May 8, 2023 respectively, the “Definitive Proxy Statement”) for the solicitation of proxies in connection with a
special meeting of the Company’s stockholders to be held on May 15, 2023 (the “special meeting”) to consider and
vote on, among other proposals, a proposal to amend its Amended and Restated Certificate of Incorporation (the
“Charter”) to allow the Company until May 17, 2023 to consummate an
initial business combination and may elect to extend the period to consummate an initial business combination up to six times, each
by an additional one-month period (each a “Monthly Extension”), for a total of up to six months to
November 17, 2023, by depositing to the Company’s trust account (the “Trust Account”) $0.045 for each public
share for each Monthly Extension (the “Extension Amendment Proposal”).
Press Release
On May 10, 2023, the Company issued a press release announcing revised
Monthly Extenson to allow the Company until May 17, 2023 to consummate an initial business combination and may elect to extend the
period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months
to November 17, 2023, by depositing to the Trust Account the amount lesser of (i) $100,000 for all remaining public shares or (ii)
$0.045 per remainng public share for each Monthly Extension, as compared agains the previously announced $0.045 per remaining public share
for each Monthly Extension.
The press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Accordingly, the Company has determined to amend and supplement the
Definitive Proxy Statement as described in this Current Report on Form 8-K.
There is no change to the time, location, the record date, or any of the other proposals to be acted upon at the special meeting.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY
STATEMENT
The following disclosures
in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s
definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on April 24, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the
Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Extension Amendment Proposal. The
purpose of the supplemental disclosures is to announce the revised amount of deposit to the Trust Account of $0.045 for each public
share for each Monthly Extension, as compared to the original $0.06 for each public share for each Monthly Extension.
Terms used herein,
unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Amendment to the Extension Amendment Proposal
On May 10,
2023, the Company issued a press release announcing that, if the Extension Amendment Proposal is approved at the special meeting,
for each Monthly Extension, , the lesser of (i) $125,000 for all remaining public shares or (ii) $0.045 per remaining public shares would
be deposited to the Trust Account, as compared to the previously announced $0.045 per remaining public share.
Certain
disclosure in the definitive proxy statement (including, without limitation, the notice of special meeting of shareholders included therein)
is hereby amended and restated to read as the follows:
● |
Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company until May 17, 2023 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months to November 17, 2023 (“Extended Termination Date”), by depositing to the Company’s trust account (the “Trust Account”) the lesser of (i) $100,000 for all public shares or (ii) $0.045 for each public share for each one-month extension (the “Extension Amendment Proposal”, such amendment to the Charter as set forth in Annex A is herein referred to as the “Extension Amendment”). |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such
as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, statements regarding the date of the Extraordinary General Meeting and the proposed Contribution. These statements
are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties
that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
Additional Information
and Where to Find It
On April 24, 2023, the
Company filed the Definitive Proxy Statement with the Securities and Exchange Commission (the “SEC”) in connection with its
solicitation of proxies for the special meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies
of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the
web site maintained by the SEC at www.sec.gov or contact proxy solicitor
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective
directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the special
meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Definitive Proxy Statement and the Company’s Annual Report on Form 10-K filed
on April 3, 2023. You may obtain free copies of these documents using the sources indicated
above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Prime Number Acquisition I Corp. |
|
|
Date: May 10, 2023 |
By: |
/s/ Dongfeng Wang |
|
Name: Dongfeng Wang |
|
Title: Chief Executive Officer |