NEW
YORK, July 26, 2023 /PRNewswire/ -- Prime Number
Acquisition I Corp. (Nasdaq: PNAC) (or "PNAC"), a publicly
traded special purpose acquisition company today announced that it
will hold a special meeting of stockholders of PNAC on Tuesday, August 15, 2023 at 9:00 a.m. Eastern Time (the "Special Meeting") to
vote on, among others, the proposed business combination (the
"Business Combination") with noco-noco Pte. Ltd. ("noco-noco"), a
decarbonization solutions provider working to accelerate the global
transformation to a carbon-neutral economy. Subject to the
satisfaction or waiver of the closing conditions set forth therein,
the combined company will be renamed to "noco-noco Inc." (Nasdaq:
NCNC) following the closing.
The registration statement on Form F-4 (File No. 333-271994)
containing a proxy statement/prospectus (the "Proxy
Statement/Prospectus") relating to the Business Combination filed
by Prime Number Holding Limited ("PubCo") with the U.S. Securities
and Exchange Commission (the "SEC"), was declared effective by the
SEC on July 25, 2023. The mailing of
Proxy Statement/Prospectus and related materials was commenced
today to stockholders of PNAC as of July 13,
2023 (the "Record Date") .
PNAC's Special Meeting will be held on August 15, 2023 at 9:00
a.m. Eastern Time virtually via teleconference using the
dial-in in information: +1 813-308-9980 (access code: 173547).
Stockholders of PNAC as of the Record Date are entitled to
notice of, and to vote at, the Special Meeting.
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
View original
content:https://www.prnewswire.com/news-releases/prime-number-acquisition-i-corp-announces-effectiveness-of-proxy-statementprospectus-and-august-15-2023-special-meeting-of-stockholders-to-approve-business-combination-with-noco-noco-pte-ltd-301885793.html
SOURCE Prime Number Acquisition I Corp.