NEW
YORK, Aug. 16, 2023 /PRNewswire/ -- 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 combination from August 17,
2023 to September 17, 2023,
noco-noco Inc., the sponsor of the Company, has deposited into its
trust account (the "Trust Account") an aggregate of $125,000 (the "Monthly Extension Payment").
The payment for such Monthly Extension Fee was made by noco-noco
Pte. Ltd., a Singapore private
company limited by share ("noco-noco"), a party to the business
combination agreement (the "Business Combination Agreement")
entered between the Company and certain other entities on
December 29, 2022, as the designee of
the sponsors of the Company.
Pursuant to the Company's certificate of amendment to the
amended & restated Certificate of Incorporation ("Current
Charter"), effectively May 17, 2023,
the Company may extend on monthly basis from May 17, 2023 until November 17, 2023 or such an earlier date as may
be determined by its board to complete a business combination by
depositing the Monthly Extension Payment for each month into the
Trust Account. This is the fourth of six monthly extensions of the
Company.
As previously disclosed, on December 29,
2022, the Company entered into the Business Combination
Agreement (as it may be amended, supplemented, or otherwise
modified from time to time) with noco-noco, Prime Number Merger Sub
Inc. ("Merger Sub"), Delaware
corporation established for the purpose to become a wholly-owned
subsidiary of a newly incorporated exempted Cayman Islands company ("PubCo"), and certain
shareholders of noco-noco collectively holding a controlling
interest. Prime Number Holding Limited, formed as the PubCo on
December 28, 2022, and Prime Number New Sub Pte. Ltd., formed
as New SubCo on January 25, 2023,
joined as parties to the Business Combination Agreement on
February 3, 2023.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Prime Number Acquisition I Corp.
Prime Number Acquisition I Corp. is a blank check company, also
commonly referred to as a special purpose acquisition company, or
SPAC, 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 with one
or more businesses or entities, provided that it will not undertake
its initial business combination with any entity being based in or
having the majority of the company's operations in China (including Hong Kong and Macau). None of its founders or the Company is
affiliated with Prime Number Capital LLC, an underwriter for the
Company's initial public offering (the "IPO").
Forward-Looking Statements
This press release includes forward looking statements that
involve risks and uncertainties. Forward looking statements are
subject to numerous conditions, risks and changes in circumstances,
many of which are beyond the control of the Company, including
those set forth in the "Risk Factors" section of the Company's
Annual Report on Form 10-K filed on April 3,
2023 and the proxy statement/prospectus on Form F-4 (File
No. 333- 271994) filed public on May 17,
2023 and declared effective by the SEC on July 25, 2023 (together with such subsequent
amendments thereto, if any, the "F-4") by the PubCo with the
Securities and Exchange Commission ("SEC"). Such forward-looking
statements include the successful consummation of the Company's
initial public offering or exercise of the underwriters'
over-allotment option. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based.
Additional Information and Where to Find It
This press release does not contain all the information that
should be considered concerning the Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. PNAC's
stockholders and other interested persons are advised to read the
F-4 and the amendments thereto and other documents filed in
connection with the Business Combination, as these materials will
contain important information about noco-noco, PNAC, PubCo and the
Business Combination. The proxy statement/prospectus and other
relevant materials for the Business Combination have been mailed to
stockholders of PNAC as of the record date of July 13, 2023 to be established for voting on the
Business Combination. Such stockholders are also able to obtain
copies of the proxy statement/prospectus and other documents filed
with the SEC, without charge, at the SEC's website at www.sec.gov,
or by directing a request to PNAC at its principal executive
offices at c/o 1129 Northern Blvd, Suite 404, Manhasset, NY 11030, United States.
Contact Information:
Prime Number Capital, LLC
Ms. Xiaoyan Jiang, Chairwoman
Email: xj@pncps.com
Phone: 516-582-9666
View original
content:https://www.prnewswire.com/news-releases/prime-number-acquisition-i-corp-announces-extension-of-the-deadline-for-an-initial-business-combination-301903059.html
SOURCE Prime Number Acquisition I Corp.