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 |
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001-41394 |
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86-2378484 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1129 Northern Blvd, Suite 404
Manhasset, NY |
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11030 |
(Address of Principal Executive Offices) |
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(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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act |
x |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock, on-half of one Warrant and one Right |
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PNACU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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PNAC |
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The Nasdaq Stock Market LLC |
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Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
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PNACW |
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The Nasdaq Stock Market LLC |
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Rights, each right exchangeable for on-eighth (1/8) of one share of Class A Common Stock at the closing of a business combination |
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PNACR |
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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. ¨
Additional Definitive Proxy Solicitation
Materials
On
August 15, 2023, Prime Number Acquisition I Corp., a special purpose acquisition company (“PNAC” or the
“Company”), issued a press release announcing that it will adjourn the special meeting of shareholders (the
“Special Meeting”) that is scheduled to be held on August 15, 2023, at 9:00 am Eastern Time. The Special Meeting will be
adjourned to August 16, 2023 at 10:00 a.m. Eastern Time, via teleconference using the same dial-in information: +1 813-308-9980
(access code: 173547). There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at
the Meeting.
The Special Meeting is being held to vote on the
proposals described in in the prospectus/proxy statement filed by Prime Number Holding Ltd. with the Securities and Exchange Commission
(the “SEC”) (SEC file No. 333-271994) on July 25, 2023 (the “Definitive Proxy Statement”), including
approval of Business Combination Agreement, dated as of December 29, 2022, by and among PNAC, Prime Number Holding Limited (the “PubCo”),
a Cayman Islands exempted company, noco-noco Pte. Ltd. (“noco-noco”), a Singapore private company limited by shares, Prime
Number Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, Prime Number New Sub Pte. Ltd., a Singapore private
company limited by shares and wholly-owned subsidiary of PubCo, and certain shareholders of noco-noco, the closing conditions of which
are yet to be satisfied or waived by the parties.
Stockholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders
who held PNAC’s Class A common stock as of the record date of July 13, 2023 can vote, even if they have subsequently sold their
shares. Stockholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by
requesting that the transfer agent return such shares prior to the Special Meeting.
There is no change to the location, the record
date, the purpose or any of the proposals to be acted upon at the Special Meeting.
If you have any questions concerning the Special
Meeting (including accessing the meeting by virtual means) or need help voting your shares at the Special Meeting, please contact Advantage
Proxy, Inc at (877) 870-8565 or ksmith@advantageproxy.com.
A copy of the press release
is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and 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 of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 Current Report on Form
8-K, 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 Current Report on Form 8-K 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 Current Report on Form 8-K. 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
Current Report on Form 8-K.
Additional Information and Where to Find It
This
Current Report on Form 8-K relates to the proposed Business Combination involving PNAC and
noco-noco. This Current Report on Form 8-K 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.
Item 9.01 | Financial Statements and Exhibits. |
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.
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Prime Number Acquisition I Corp. |
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Date: August 15, 2023 |
By: |
/s/
Dongfeng Wang |
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Name:
Dongfeng Wang |
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Title:
Chief Executive Officer |
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 Acquisition I Corp. (Nasdaq: PNAC), a special purpose acquisition company (“PNAC”), today announced that it will adjourn
its special meeting of shareholders (the “Special Meeting”) scheduled to be held on August 15, 2023 at 9:00 am Eastern Time.
The Special Meeting will be adjourned to August 16, 2023 at 10:00 a.m. Eastern Time. As previously announced, the Special Meeting will
occur virtually via teleconference with the [same] access information at: [1 813-308-9980 (access code: 173547)].
The Special Meeting is being held to vote on the proposals described
in in the prospectus/proxy statement filed by Prime Number Holding Ltd. with the Securities and Exchange Commission (the “SEC”)
(SEC file No. 333-271994) on July 25, 2023 (the “Definitive Proxy Statement”), including approval of Business Combination
Agreement, dated as of December 29, 2022, by and among PNAC, Prime Number Holding Limited (the “PubCo”), a Cayman Islands
exempted company, noco-noco Pte. Ltd. (“noco-noco”), a Singapore private company limited by shares, Prime Number Merger Sub
Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, Prime Number New Sub Pte. Ltd., a Singapore private company limited
by shares and wholly-owned subsidiary of PubCo, and certain shareholders of noco-noco. As of the date of this press release, the closing
conditions of the Business Combination are yet to be satisfied or waived by the parties.
Stockholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders
who held PNAC’s common stock as of the record date of July 13, 2023 can vote, even if they have subsequently sold their shares.
Stockholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting
that the transfer agent return such shares prior to the Special Meeting.
There is no change to the location, the record date, the purpose or
any of the proposals to be acted upon at the Special Meeting.
If you have any questions concerning the Special Meeting (including
accessing the meeting by virtual means) or need help voting your shares at the Special Meeting, please contact Advantage Proxy, Inc at
(877) 870-8565 or ksmith@advantageproxy.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”).
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.
Important Information and Where to Find It
On December 29, 2022, PubCo, PNAC, Prime Number
Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo, Prime Number New Sub Pte. Ltd., a Singapore private
company limited by shares and a direct wholly-owned subsidiary of PubCo, noco-noco, and certain shareholders of noco-noco collectively
holding a controlling interest, entered into a business combination agreement, pursuant to which PNAC is proposing to enter into a business
combination with noco-noco involving a merger and a share exchange.
This press release does not contain all the information
that should be considered concerning the proposed 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,
when available, the Proxy Statement/Prospectus and the amendments thereto and other documents filed by PubCo in connection with the proposed
Business Combination, as these materials will contain important information about noco-noco, PNAC and the proposed Business Combination.
When available, the Proxy Statement/Prospectus and other relevant materials for the proposed business combination will be mailed to stockholders
of PNAC as of the Record Date. Such stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents
filed with the Securities and Exchange Commission (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.
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.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not
constitute an offer to sell or a solicitation of an offer to buy any securities of noco-noco or PNAC, nor shall 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 shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Participants in the 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.
Contact:
Prime Number Capital, LLC on behalf of Prime Number Acquisition I Corp.
Ms. Xiaoyan Jiang, Chairwoman
Email: info@pncps.com
noco-noco Pte. Ltd.
4 Shenton Way, SGX Centre 2 #04-06, Singapore 068807
investor@noco-noco.com
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