Noco-Noco Pte. Ltd. entered into a non-binding letter of intent to acquire Prime Number Acquisition I Corp. (NasdaqGM:PNAC) from Glorious Capital LLC, Prime Number Acquisition LLC and others in a reverse merger transaction on July 11, 2022. Noco-Noco Pte. Ltd. entered into a Business Combination Agreement to acquire Prime Number Acquisition I Corp. from Glorious Capital LLC, Prime Number Acquisition LLC and others in a transaction valued at $1.4 billion in a reverse merger transaction on December 29, 2022. Under the terms of the transaction, PubCo shall issue to the shareholders of Noco-Noco the shares of PubCo equal to the product of (a) the quotient of (i) $1.35 billion (the ? Target Valuation ?), divided by (ii) the price per PubCo Ordinary Share that equals to the redemption price of each share of PNAI Class A Common Stock in connection with the Business Combination (the ? PubCo Per Share Price ?), multiplied by (b) such Seller?s Pro Rata Portion as set out in the Allocation Schedule of the Business Combination Agreement. Following the closing of the merger, PubCo will change its name to ?noco-noco Inc.?

The transaction is subject to approval of shareholders of both PNAI and Noco-Noco; the Proxy/Registration Statement shall have become effective; the PubCo Securities to be issued in connection with the transaction shall have been approved for listing on the Nasdaq; PubCo shall have at least $5,000,001 of net tangible assets; and other closing conditions. The transaction has been approved by both the board of directors of PNAI and Noco-Noco. As of August 16, 2023, the transaction was approved by shareholders of Prime Number Acquisition. The registration statement on Form F-4 was declared effective by the SEC on July 25, 2023. The long stop date for the transaction is May 16, 2023. As of May 15, 2023, Prime Number Acquisition intends to extend the deadline that it must complete its initial business combination from May 17, 2023 to June 17, 2023. As of June 16, 2023, Prime Number Acquisition has extended the period of time it has to consummate its initial business combination by one month from June 17, 2023 to July 17, 2023, which is the second of the six one-month extensions permitted under the company?s governing documents. As on July 14, 2023, Prime Number Acquisition has extended the period of time it has to consummate its initial business combination by one month from July 17, 2023 to August 17, 2023. As per the filling on August 17, 2023, Prime Number Acquisition has extended the period of time it has to consummate its initial business combination by one month from August 17, 2023 to September 17, 2023. Noco-noco Pte. Ltd. and Prime Number Acquisition I Corp. plan to consummate 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.

Arila E. Zhou of Robinson & Cole LLP acted as legal advisor to PNAI. Raymond Oh of Sidley Austin LLP acted as legal advisor to Noco-Noco. Robinson & Cole LLP acted as due diligence provider to Noco-Noco. Marcum Asia CPAs LLP acted as accountant to Noco-Noco. WestPark Capital LLC and Prime Number Capital LLC acted as financial advisor to Prime Number. Advantage Proxy, Inc. acted as proxy solicitor to Prime Number for a fee of $12,500. VStock Transfer, LLC acted as transfer agent to Prime Number.

Noco-Noco Pte. Ltd. completed the acquisition of Prime Number Acquisition I Corp. (NasdaqGM:PNAC) from Glorious Capital LLC, Prime Number Acquisition LLC and others in a reverse merger transaction on August 25, 2023.