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 1624, 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, on-half of one Warrant and one Right	PNACU	The Nasdaq Stock Market LLC
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	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 on-eighth (1/8) of one share of Class A Common Stock at the closing of a business combination	PNACR	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 ~~2.03~~ ~~Creation~~8.01 ofOther ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events

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”), a 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”), ~~entered~~which ~~into~~was alater ~~Business Combination~~joined ~~Agreement~~by noco-noco Inc. (recently renamed from 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~~.

OnPursuant ~~August 16,~~to ~~2023,~~the anBusiness ~~aggregate~~Combination ~~of $125~~Agreement,~~000~~ ~~(the~~PNAC ~~“Monthly~~is ~~Extension~~proposing ~~Payment”)~~to ~~was~~enter ~~deposited~~into bya business combination with noco-noco ~~upon~~involving ~~request~~a bymerger and asa ~~the~~share ~~designee~~exchange, ofamong which: (i) Merger Sub shall merger with and into PNAC, with PNAC as the ~~sponsors~~surviving entity and a wholly-owned subsidiary of PubCo (the ~~Company~~“Merger”), ~~into~~(ii) New ~~the~~SubCo ~~trust~~shall ~~account~~acquire all of the ~~Company,~~issued asand aoutstanding ~~result~~shares of ~~which,~~noco-noco from the ~~Company~~Sellers, and ~~has~~in ~~extended~~exchange, PubCo shall issue to the ~~period~~Sellers the ordinary shares of ~~time it~~PubCo, ~~has~~with tonoco-noco ~~consummate~~becoming ~~its~~a ~~initial~~subsidiary ~~business~~of ~~combination~~New bySubCo ~~one~~and an ~~month~~indirect ~~from~~subsidiary ~~August 17,~~of ~~2023~~PubCo to(the ~~September 17~~“Share Exchange,” ~~2023~~and (together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “~~August Extension~~Business Combination”). ~~The~~ ~~August Extension~~Upon is the ~~fourth~~consummation of the ~~six~~Business ~~one~~Combination, each of PNAC and noco-~~month~~noco ~~extensions~~would ~~permitted~~become ~~under~~a subsidiary of PubCo, and PNAC stockholders and the ~~Company’s~~Sellers ~~governing~~would ~~documents~~receive PubCo Ordinary Shares, par value $0.0001 per share, as consideration and become the shareholders of PubCo.

InOn ~~connection~~August ~~with~~21, ~~the~~2023, ~~Monthly~~PubCo ~~Extension~~was ~~Payment~~renamed as “noco-noco Inc.” On August 21, 2022, to prepare and facilitate the ~~Company~~closing, ~~issued~~the anparties ~~unsecured~~agreed ~~promissory~~to ~~note~~apply the estimated redemption price of $~~125~~10.6467 per share as of August 22,~~000~~ (2023, to issue PubCo Ordinary Shares to the ~~“Note”)~~Sellers. PNAC later also granted a redemption request of 10,000 shares from one shareholder whose redemption request was submitted to ~~noco~~the system a few minutes late than the cut-~~noco~~off time due to a technical glitch, as a result of which, 2,703,111 shares were rendered for redemption in connection with the Business Combination.

The combined ~~Note~~equity isbefore ~~non-interest~~net ~~bearing and~~adjustments ~~payable~~as ~~(subject~~of toDecember ~~the~~31, ~~waiver~~2023 ~~against~~reflects ~~trust~~a ~~provisions)~~net onshareholder ~~the~~deficit ~~earlier~~ of (iUS$3.3 million) ~~consummation~~. ofApplying ~~the~~an ~~Company’s initial business~~estimated ~~combination~~monthly ~~and~~burn ~~(ii) the~~rate ~~date~~for of the ~~liquidation~~period of ~~the~~8 ~~Company.~~months ~~The~~from ~~principal~~January ~~balance~~01, ~~may~~2023 beto ~~prepaid~~August at31, ~~any time~~2023, at the ~~election of~~estimated ~~the~~loss ~~Company.~~for ~~The holder of~~ the ~~Note~~8 ~~has~~months ~~the~~from ~~right~~January 1, ~~but~~2023 ~~not~~to ~~the~~August ~~obligation~~31, to2023 ~~convert~~would ~~the~~be ~~Note,~~approximately in(US$1.6 ~~whole~~million), orwhich resulted in ~~part,~~a ~~respectively, into~~combined ~~private~~equity ~~placement~~deficit ~~shares~~of (~~the~~US$4.9 ~~“Working Capital Shares”~~million) as of ~~the~~August ~~Company~~31, as2023, ~~described~~before inapplying ~~the~~other ~~prospectus~~adjustments, ofsuch ~~the Company~~as ~~(File~~closing ~~Number~~transaction ~~333-262457),~~expenses. byIn ~~providing~~connection with the ~~Company~~Business ~~with~~Combination, holders ~~written~~of ~~notice~~2,703,111 shares of ~~its~~Class ~~intention~~A tocommon ~~convert~~stock ~~the~~of ~~Note~~PNAC atexercised ~~least~~redemption ~~two~~rights. ~~business days~~In ~~prior~~preparing tothis ~~the~~preliminary ~~closing~~pro offorma, the Company’s ~~initial~~has ~~business~~given ~~combination.~~effect ~~The~~to ~~number~~such ofredemption, ~~Working~~as ~~Capital~~well ~~Shares~~as tothe bepreviously ~~received~~announced ~~by the~~forward ~~holder~~purchase inagreement ~~connection~~and ~~with~~related ~~such~~transactions ~~conversion~~entered into ~~shall~~on beAugust an14, ~~amount~~2023. ~~determined~~The byresulting ~~dividing~~pro ~~(x) the~~forma ~~sum~~balance ofsheet ~~the~~reflects ~~outstanding~~pro ~~principal amount~~forma ~~payable~~shareholders’ toequity ~~the~~of ~~holder,~~approximately ~~by (y)~~ $109.005 million.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Working Capital Shares, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by noco-noco until 30 days after the completion of the Company’s initial business combination and (2) are entitled to registration rights.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”) in connection with the Business Combination (as defined below) contemplated by the Business Combination Agreement. The Business Combination is described in the definitive proxy statement/prospectus included in the Registration Statement on Form F-4 (File No. 333- 271994) that was filed publicly by the PubCo with the SEC in connection with the Business Combination and was declared effective by the SEC on July 25, 2023 (the “Registration Statement”). Capitalized terms used but not defined this Current Report on Form 8-K shall have the meanings set forth in the Registration Statement.

On July 13, 2023, the record date of the Special Meeting, there were 6,923,691 issued and outstanding shares of Class A Common Stock, approximately 81.20% of which were represented in person or by proxy at the Special Meeting.

The final results for the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:

1. The Business Combination Proposal

The stockholders approved the proposal to (a) adopt and approve the Business Combination Agreement and other Transaction Documents as defined in the Business Combination Agreement, (b) approve the Business Combination which includes (i) the Merger between the Company and Merger Sub with the Company surviving the Merger and becoming a wholly owned subsidiary of PubCo, (ii) the Share Exchange whereby the Sellers will exchange their noco-noco Shares for newly issued PubCo Ordinary Shares and noco-noco will be an indirect subsidiary of PubCo, and (iii) other transactions contemplated therein.

The voting results were as follows:

FOR		AGAINT		ABSTAIN
5,211,553		410,843		0

2. The Governing Documents Proposal

The stockholders approved the proposal to approve, by special resolution, the amended and restated memorandum and articles of association of PubCo upon completion of the Merger. The amended and restated memorandum and articles of association of PubCo, among others, include:

(a) to change the share structure from a multi-class share structure of the Company to a single class share structure of PubCo;

(b) to change the authorized capital of the Company of 20,500,000 shares of Common Stock (20,000,000 shares of PNAC Class A Common Stock, 100,000 shares of PNAC Class B Common Stock and 400,000 shares of PNAC preferred stock) to PubCo’s authorized capital of $50,000 divided into 500,000,000 PubCo Ordinary Shares of a par value of $0.0001 each;

(c) to enable appointment of directors of PubCo by Ordinary Resolutions or by the directors and to set forth a board of directors of PubCo without a classified board consisting of at least three directors; and

(d) to remove the provisions related to PubCo’s status as a blank check company, as these will not be applicable to PubCo upon consummation of the Business Combination.

The voting results were as follows:

FOR		AGAINT		ABSTAIN
5,211,557		410,839		0

Item 7.01 Regulation FD Disclosure.

On August 16, 2023, the Company issued a press release announcing the approval of the Business Combination by its stockholders. A copy of the press release is furnished as Exhibit 99.1 hereto. On August 16, 2023, the Company issued a press release announcing that the Monthly Extension Payment had been made. A copy of the Press Release is furnished as Exhibit 99.2 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 8.01. Other Events.

In connection with the Special Meeting, holders of PNAC Class A Common Stock issued in its initial public offering (the “Public Shares”) had the right to elect to redeem all or a poartion of their Public Shares for a per share price calculated in accordance with the Amended and Restated Certificate of Incoproation of PNAC. As of August 16, 2023, holders of approximately 2,695,029Public Shares or 54.86% of the Public Shares were rendered for redemption. With written consent, PNAC may accept reversals of elections to redeem Public Shares prior to the closing of the Business Combination.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Promissory Note, dated August 16, 2023, issued by Prime Number Acquisition I Corp. to Noco-Noco
99.1		Press Release, dated August 16, 2023
99.2		Press Release, dated August 16, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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 16, 2023	By:	/s/ Dongfeng Wang
Date: August 24, 2023	By:	/s/ Dongfeng Wang
	Name: Dongfeng Wang
	Title: Chief Executive Officer

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