Prime Number Acquisition I Corp. (PNAC) Throws Sand in Investors’ Gears

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Prime Number Acquisition I Corp. (PNAC) Throws Sand in Investors’ Gears

Prime Number Acquisition I Corp. (Nasdaq: PNAC) has set in motion today another reason to rile up SPAC investors over extension votes. However, unfortunately, this time investors are hamstrung with being able to do anything about it and it’s unclear if this was by design or simply a mistake.

By way of background, PNAC previously filed an extension proxy to extend its deadline to November 17, 2022 with a proposed contribution to trust of $0.06 per share for each of the six months it would like to extend.  Subsequent to that filing, PNAC changed the contribution to $0.045 per share per month with a record date of April 17th.

Today, PNAC filed an 8-K and a press release with further amendments to the contribution to trust. The amended contribution will now be either $100,000 for all remaining public shares or $0.045 per remaining public share for each Monthly Extension. However, the $100,000 amount is not exactly a concrete number since the press release mentions a value of $125,000, whereas the 8-K states $100,000. This will obviously need to be cleared up.

But, the real issue is that the record date for the shareholder vote was not amended as well and remains April 17, 2023. Why is that important? Well, it means that the terms where changed after the record date was set and any investors who bought shares in PNAC after the record date, which was nearly four weeks ago, now do not have the ability to vote on the change to the contribution. If the investor does not like it, and we’ve seen investors increasingly flex their muscles this year at shareholder votes if they do not like the terms, they no longer have the ability to vote it down.

To be clear, an investor can still redeem their shares for the current cash-per-share value held in trust, but this feels a little like changing the rules of the game while the game is still playing. Going forward, investors will be extremely wary buying any SPACs after the record date is set if it means terms can still be in flux.

It is unclear why the company did not amend the record date, but it could be an oversight in addition to the mismatched values of $100,000 and $125,000 in today’s 8-K and press release. Or, if you want to go a little darker, it could be an attempt to exclude new shareholders from voting on the amended contribution terms.

Regardless, PNAC heads to an extension vote on Monday, May 15th, less than a week away, which is an awfully close enough amount of time to be making changes to terms.  However, there needs to be at least 10 days between Record Date and Vote Date, so perhaps this is why the Record Date was not changed this time around since their deadline is May 17th.  But in that case, the terms should probably not have changed to begin with.

Stay tuned to see if any further changes are made.