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
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1129 Northern Blvd, Suite 404
Manhasset, NY |
|
11030 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 347-329-1575
N/A
(Former name or former address, if changed since
last report)
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:
| x |
Written communications pursuant to Rule 425 under the Securities Act |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Class A Common Stock, one-half of one Warrant and one Right |
|
PNACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Common Stock, par value $0.0001 per share |
|
PNAC |
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The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
PNACW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights, each right exchangeable for one-eighth (1/8) of one share of Class A Common Stock at the closing of a business combination |
|
PNACR |
|
The Nasdaq Stock Market LLC |
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).
Emerging growth company x
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.
Item 7.01
Regulation FD Disclosure.
As previously disclosed in
a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”), on December 29, 2022,
Prime Number Acquisition I Corp., a Delaware corporation (the “Company” or “PNAC”) entered into
a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Business
Combination Agreement”) with 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”),
NOCO-NOCO PTE. LTD. (“noco-noco”), a Singapore private company limited by shares, and certain shareholders of noco-noco
collectively holding a controlling interest (together with other shareholders of noco-noco subsequently joining the transactions, the
“Sellers”) , which was later joined by 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.
In connection with the
Business Combination, the Company has notified Nasdaq Capital Market LLC (“Nasdaq”) that it expects the Business
Combination to close on the morning of Friday, August 25, 2023 and that its outstanding securities will be converted into
Company’s ordinary shares and warrants upon the closing of the Business Combination. The Company requested that Nasdaq delist
all of PNAC’s trading securities (including its units, Class A common stock, warrants and rights), and as a result, trading of
PNAC’s units, Class A common stock, warrants and rights on Nasdaq Global Market is expected to be suspended on Friday, August
25, 2023. Nasdaq is expected to file a notification of removal from listing and
registration on Form 25 for the Company, thereby initiating the process of delisting PNAC's trading securities from Nasdaq and deregistering
the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended. Subject to Nasdaq approval, PubCo Ordinary Shares is expected to commence trading on the Nasdaq Capital Market on the
morning of Monday, August 28, 2023. PubCo will file an annual report on Form 20-F within four business days following the
closing of the Business Combination containing a full set of pro forma financial statements.
On
August 24, 2023, the Company issued a press release announcing that it and noco-noco plans to close the Business Combination on August
25, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto.
The
information in this Item 7.01 and the press releases hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Forward-Looking Statements
This Current Report on Form
8-K certain contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of Exchange Act
that are based on beliefs and assumptions and on information currently available to PNAC, noco-noco or PubCo. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including the proposed business combination, the benefits and synergies
of the proposed business combination, the markets in which Noco-Noco operates as well as any information concerning possible or assumed
future results of operations of the combined company after the consummation of the proposed business combination, are also forward-looking
statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance
or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of PNAC,
noco-noco and PubCo believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of
PNAC, noco-noco and PubCo caution you that these statements are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. None of PNAC, noco-noco and PubCo can assure you that the forward-looking statements in
this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including,
among others, the ability to complete the business combination due to the failure to obtain approval from PNAC’s stockholders or
satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination
of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption
requests made by PNAC’s public stockholders, costs related to the Business Combination, the impact of the global COVID-19 pandemic,
the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business
Combination, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties. There may
be additional risks that none of PNAC, noco-noco and PubCo presently know or that PNAC, noco-noco or PubCo currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a representation or warranty by PNAC, noco-noco or PubCo,
and their respective directors, officers or employees or any other person that PNAC, noco-noco or PubCo will achieve their objectives
and plans in any specified time frame, or at all. The forward-looking statements in this Current Report on Form 8-K represent the views
of PNAC, noco-noco or PubCo as of the date of this communication. Subsequent events and developments may cause those views to change.
However, while PNAC, noco-noco and PubCo may update these forward-looking statements in the future, there is no current intention to do
so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing
the views of PNAC, noco-noco or PubCo as of any date subsequent to the date of this communication.
Additional Information and Where to Find It
This
communication relates to the proposed Business Combination involving PNAC and noco-noco. This communication may be deemed to be solicitation
material in respect of the proposed Business Combination. On May 17, 2023, a proxy statement/prospectus on Form F-4 (together with
such subsequent amendments thereto, if any, the “F-4”) was filed publicly by the PubCo with the SEC in connection with the
Business Combination which was declared effective by the SEC on July 15, 2023. The information in
the Form F-4 may be changed. PNAC also intends to file other relevant documents with the SEC regarding the proposed Business
Combination. This Current Report on Form 8-K 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. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION, INVESTORS AND STOCKHOLDERS OF TLG AND INVESTORS AND STOCKHOLDERS OF ELECTRIQ AND OTHER INTERESTED PERSONS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
The proxy statement/prospectus
and other relevant materials for the Business Combination is first being mailed to stockholders of PNAC on or about July 25, 2023. Such
stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge,
once available, 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.
Participants in Solicitation
noco-noco, PNAC, and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of PNAC’s stockholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of PNAC’s stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus on Form F-4 to be filed with the SEC.
Safe Harbor Statement
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination and will not constitute an offer to sell or a solicitation of an offer to buy the securities of PNAC, the PubCo or
Noco-Noco, nor will there be any sale of any such 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 such state or jurisdiction. No offer of securities will
be made except by means of a prospectus meeting the requirements of the Securities Act.
No Offer or Solicitation
This
Current Report will not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of
securities in any states or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
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: August 25, 2023 |
By: |
/s/ Dongfeng Wang |
| |
Name: Dongfeng Wang |
| |
Title: Chief Executive Officer |
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 24, 2023 ([GLOBE
NEWSWIRE]) – noco-noco Pte. Ltd., an early-stage decarbonization solutions provider focused on technologies to accelerate the
global transformation to a carbon-neutral economy, and Prime Number Acquisition I Corp. (Nasdaq: PNAC), a Delaware blank check company,
today announced that the parties plan to close the business combination on August 25, 2023.
Subject to Nasdaq approval for listing, the post-combination
company, noco-noco Inc. (“noco-noco”), is targeting to commence trading of its shares and warrants on the Nasdaq Capital Market
under the ticker symbols "NCNC” and “NCNCW”, respectively, on August 28, 2023, U.S. Eastern Time.
The business combination was approved by PNAC’s
stockholders at a special meeting on August 16, 2023.
About noco-noco
noco-noco
is a decarbonization solutions provider working to accelerate the global transformation to a carbon-neutral economy. With X-SEPA™,
a battery separator technology designed for long-lasting and high heat-resistant performance, and noco-noco’s carbon-neutral leasing
platform, noco-noco expects to address the need for clean, affordable, and sustainable energy solutions. For more information on noco-noco,
visit www.noco-noco.com
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 contains forward-looking statements
within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of
the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently
available to noco-noco and PNAC. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including
the proposed business combination, the benefits and synergies of the proposed business combination, the markets in which noco-noco operates
as well as any information concerning possible or assumed future results of operations of the combined company after the consummation
of the proposed business combination, are also forward-looking statements. These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied
by these forward-looking statements. Although each of noco-noco and PNAC believes that it has a reasonable basis for each forward-looking
statement contained in this communication, each of noco-noco and PNAC caution you that these statements are based on a combination of
facts and factors currently known and projections of the future, which are inherently uncertain. Neither noco-noco nor PNAC can assure
you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to
obtain approval from PNAC’s stockholders or satisfy other closing conditions in the business combination agreement, the occurrence
of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits
of the business combination, the amount of redemption requests made by PNAC’s public stockholders, costs related to the transaction,
the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement
and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and
uncertainties. There may be additional risks that neither noco-noco nor PNAC presently know or that noco-noco and PNAC currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty
by noco-noco, PNAC, and their respective directors, officers or employees or any other person that noco-noco and PNAC will achieve their
objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views
of noco-noco and PNAC as of the date of this communication. Subsequent events and developments may cause those views to change. However,
while noco-noco and PNAC may update these forward-looking statements in the future, there is no current intention to do so, except to
the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of
noco-noco or PNAC as of any date subsequent to the date of this communication.
Contact:
noco-noco Inc.
4 Shenton Way, SGX Centre 2 #04-06, Singapore 068807
investor@noco-noco.com
Prime Number Capital, LLC on behalf of Prime Number Acquisition I Corp.
Ms. Xiaoyan Jiang, Chairwoman
Email: info@pncps.com
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