PNAC Prime Number Acquisitioin I Corporation

 

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 Form N-SAR

 

For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ________________________

 

PART I — REGISTRANT INFORMATION

 

PRIME NUMBER ACQUISITION I CORP.

(Full Name of Registrant)

 

1129 Northern Blvd., Suite 404

Manhasset, NY 11030

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x

 

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

x

 

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

x

 

 

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Prime Number Acquisition I Corp. (the “Company”) has encountered a delay in assembling the information and finalizing the registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2023. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file its Quarterly Report on Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Dongfeng Wang, Chief Executive Officer		(347) 329-1575
(Name)		(Area Code) (Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes     ¨ No

 

(3)

Is it anticipated that any significant change in results of operations for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ¨ Yes    x No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

PRIME NUMBER ACQUISITION I CORP.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 15, 2023
	By:	/s/ Dongfeng Wang
	Name:	Dongfeng Wang
	Title:	Chief Executive Officer