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 $1.35 billion in a reverse merger transaction.
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 May 15, 2023, the transaction was approved by shareholders of Prime Number Acquisition. 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.
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. VStock Transfer, LLC acted as transfer agent to Prime Number.