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Prime Number Acquisition I Corp. *

Prime Number Acquisition I Corp. *

Feb 1, 2022 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Noco-Noco Pte. Ltd

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd

Prime Number Acquisition I Corp. proposes to combine with, Noco-Noco Pte. Ltd.

  • Noco-Noco is a development-stage manufacturer of carbon-zero electric vehicle battery technologies.
  • Through the research and development of multilayer battery separator and by providing sustainable mobility services for people and goods, Noco-Noco aims to address the need for energy to customers driven to carbon-zero.

SUBSEQUENT EVENT – 8/14/23 – LINK

  • The SPAC entered into a purchase agreement with  ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (“Arena”) for up to $150M worth of shares over a 36-month period.
    • Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement, PubCo has the right to present Arena with an advance notice directing Arena to purchase any amount of PubCo Shares up to the Maximum Advance Amount.
  • The “Maximum Advance Amount” is determined based on when an “Advance Notice” is received.
    • If received by 8:30 a.m. Eastern Time, it’s the lower of 40% of the average Daily Value Traded of PubCo Ordinary Shares in the last ten trading days or $10 million.
    • If received after 8:30 a.m. but before 10:30 a.m., it’s the lower of 30% of the average Daily Value Traded of Ordinary Shares or $6 million.
    • If received after 10:30 a.m. but before 12:30 p.m., it’s the lower of 20% of the average Daily Value Traded of Ordinary Shares or $3 million.
    • “Daily Value Traded” is the product of daily trading volume of PubCo Ordinary Shares on the Principal Market during regular trading hours, multiplied by the VWAP for that day.
  • The number of shares that PubCo can issue to Arena from time to time under the ELOC Purchase Agreement will be subject to the Ownership Limitation, the Registration Limitation and the Exchange Cap.
  • So long as the Market Price is not below the floor price of $1.00 per Ordinary Share, PubCo, at its sole and exclusive option, may issue and sell to Arena, and Arena will purchase PubCo Ordinary Shares on the terms set out in the ELOC Purchase Agreement.
    • “Market Price” means the simple average of the daily VWAP of the Ordinary Shares during the pricing period of one (1) trading day, as notified by PubCo to Arena in the applicable Advance Notice, commencing on the Advance Notice Date.
  • Within twenty (20) business days after the consummation of the Business Combination (the “Filing Date”) or such later date as mutually agreed to in writing by Arena and PubCo prior to the Filing Date, PubCo will prepare and file with the SEC a registration statement for the resale by Arena of PubCo Ordinary Shares (the “Registration Statement”) and will file one or more additional registration statements for the resale by Arena of PubCo Ordinary Shares.
  • As part of the ELOC Purchase Agreement, Arena will receive either a cash payment or PubCo Ordinary Shares as a commitment fee.
    • The value of the shares will be $3,000,000.
    • This fee will be given within 30 days after the Business Combination’s closing if paid in cash, or within one trading day after the Registration Statement’s effectiveness if paid in shares.
    • PubCo needs to decide within 10 business days after the Business Combination’s closing whether to pay the fee in shares or cash.
  • If PubCo opts to issue PubCo Ordinary Shares, the Commitment Fee Shares will be adjusted subsequently.
    • PubCo will instruct its transfer agent to electronically transfer to Arena or designated recipients the number of PubCo Ordinary Shares with a total value of $3,000,000, calculated based on the lower value between the Commitment Fee Share Price (the average daily VWAP of PubCo Ordinary Shares over ten trading days before the Registration Statement’s effectiveness) and the lower of either the average of the three lowest intraday trade prices during the twenty trading days after the Registration Statement’s effectiveness (excluding the effectiveness day) or the closing price on the twentieth trading day after effectiveness.
    • PubCo will promptly issue the Commitment Fee Shares based on the Commitment Fee Share Price upon the Registration Statement’s effectiveness, and if applicable, will provide additional Commitment Fee Shares to Arena shortly after the end of the pricing period mentioned above.
  • PubCo can end the ELOC Purchase Agreement with a five (5) trading days’ notice to Arena, as long as there are no pending Advance Notices waiting for PubCo Ordinary Shares to be issued, and all owed payments under the agreement have been settled.

SUBSEQUENT EVENT – 8/14/23 – LINK

  • The SPAC and Meteora Capital Partners entered into an OTC Equity Prepaid Forward Purchase Agreement
  • As per the Forward Purchase Agreement, the Seller plans to buy up to 2,000,000 Class A ordinary shares of PNAC at the Closing, minus shares bought separately from third parties.
    • The purchase won’t exceed 9.9% ownership unless waived.
    • Shares subject to the Agreement can be reduced per “Optional Early Termination.”
  • The Forward Purchase Agreement outlines a $1,000,000 Prepayment Shortfall.
    • Seller pays 1/2 as Initial Shortfall, and the other 1/2 (Future Shortfall) provided the VWAP Price is greater than $6.00 for 45/60 trading days
    • Seller may sell Recycled Shares to cover Shortfall amounts.
    • A sale is Shortfall Sale with notice or Optional Early Termination with notice. Seller’s discretion.
  • The Forward Purchase Agreement provides that the Seller will be paid directly an aggregate cash amount  equal to
    • (x) the product of
      • (i) the number of Shares as set forth in a Pricing Date Notice and
      • (ii) the redemption price per share
  • Counterparty pays Prepayment Amount from Trust Account after Closing Date.
    • If from Additional Shares purchase, Seller can reduce price by Prepayment Amount.
  • Seller can buy “Additional Shares” from Counterparty before Valuation Date at Initial Price.
    • The number specified in Pricing Date Notice, subject to 9.9% ownership limit (waivable by Seller).
    • Total Additional Shares can’t exceed (x) Maximum Number of Shares, minus (y) Recycled Shares. Bought Additional Shares count in Forward Purchase Agreement’s total Shares.
  • Counterparty pays from Trust Account on date specified: (x) 150,000 times (y) Initial Price. Shares bought with Share Consideration (“Share Consideration Shares”) are extra to Maximum Number of Shares, not part of PNAC Shares count.
  • Counterparty files Registration Statement within 30 days of Seller’s written request, covering all Seller’s Shares, including Recycled Shares, Share Consideration Shares, and Additional Shares.
    • SEC declares effective within earliest of 90th/120th calendar day from request or 5th Business Day from Commission’s notice of no further review.
  • Post-Closing, Reset Price (initially Initial Price) resets bi-weekly, becoming lowest of current Reset Price, Initial Price, and VWAP Price of prior two weeks; Reset Price Floor set at $7.00. Reset also occurs with Dilutive Offering, reducing Reset Price if offering price < $7.00.
    • “Maximum Number of Shares” starts as Purchased Amount; Dilutive Offering adjusts by (Purchased Amount / (Dilutive Offering Price / Initial Price)).
  • Seller can terminate Transaction partially/wholly by giving OET Notice post-Trade Date, before next Payment Date. Notice specifies reduced Shares (Terminated Shares) effective from OET Date. Counterparty gets (Terminated Shares * Reset Price) from Seller as of OET Date. Payment date can change with mutual agreement.
  • “Valuation Date” is earlier of
    • (a) 2 years post-Business Combination closing (Closing Date),
    • (b) Seller’s notice after certain events, or
    • (c) Seller’s discretion notice. Notice effective upon delivery as per Forward Purchase Agreement.
  • On Cash Settlement Payment Date, 10th Local Business Day after Valuation Period ends, Seller pays Settlement Amount to Counterparty, not liable to return Prepayment Amount. Counterparty pays Settlement Amount Adjustment to Seller.
    • If Settlement Amount – Adjustment is negative and certain conditions apply, no payment between parties.
    • Adjustment = Max Shares as of Valuation Date * $1.00.

FPA Funding Amount PIPE Subscription Agreement

  • Per FPA Funding PIPE Subscription Agreement, Seller to buy up to 2,000,000 PNAC Shares on Closing Date from PNAC, minus Recycled Shares per Forward Purchase Agreement.

 

EXTENSION – 5/15/23 – LINK

  • The SPAC approved the extension from May 17, 2023 to November 17, 2023.
    • 1,537,701 shares of Class A Common Stock of the Company were rendered for redemption.
    • $125K per month will be deposited into the trust account.

TRANSACTION

  • On December 29, 2022, Prime Number Acquisition I Corp., Noco-Noco Pte. Ltd. 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 into a Business Combination Agreement.
  • Capitalized terms used and not otherwise defined herein have the definitions assigned to such terms in the Business Combination Agreement.

SPAC FUNDING

  • There is no additional funding at this time.

LOCK-UP

Company & Sponsor:

  • PubCo Ordinary Shares held by such Holders are categorized as
    • (i) “Group I Lock-up Shares”, referring to the 50% of the total number of PubCo Ordinary Shares that such Seller will receive in connection with the Share Exchange, or 50% of the number of PubCo Ordinary Shares such Holder will receive in converting their PNAI Founder Shares in connection with the Merger,
    • (ii) “Group II Lock-up Shares”, referring to the remaining 50% of the total number of PubCo Ordinary Shares that such Seller will receive in connection with the Share Exchange, or 50% of the number of PubCo Ordinary Shares such Holder will receive in converting its PNAI Founder Shares in connection with the Merger; and
    • (iii) “Group III Lock-up Shares”, referring to the total number of PubCo Ordinary Shares that such Holder will receive in converting its PNAI Private Shares in connection with the Merger.
  • The Lock-up Period means:
    • (i) with respect to the Group I Lock-up Shares, the period commencing on the Share Exchange Closing Date and ending on the date that is the earlier to occur of
      • (A) six months thereafter, or
      • (B) the date on which the closing price of each PubCo Ordinary Share equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of the Share Exchange;
    • (ii) with respect to the Group II Lock-up Shares, the period commencing on the Share Exchange Closing Date and ending on the date that is six months thereafter;
    • (iii) with respect to the Group III Lock-up Shares, the period commencing on the Share Exchange Closing Date and ending on the 30 days thereafter.

NOTABLE CONDITIONS TO CLOSING

  • Consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Business Combination by PNAI’s stockholders that available Acquiror Cash is at least $20,000,000 immediately prior to or upon the Share Exchange Closing.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by PNAI or Noco-Noco under certain circumstances, including, among others:
    • (i) by written consent of Noco-Noco and PNAI;
    • (ii) by PNAI or Noco-Noco, if any actions taken by such Governmental Order or Law makes the Merger Closing or Share Exchange Closing illegal or otherwise prevents or prohibits the consummation of the Merger Closing or Share Exchange Closing;
    • (iii) by Noco-Noco if PNAI fails to obtain the required vote at a Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof; and
    • (iv) the other party’s breach of any representation, warranty, covenant or agreement as set forth in the Business Combination Agreement and failure to cure such breach within a certain period.

ADVISORS

  • None have been listed at this time.

MANAGEMENT & BOARD

Executive Officers

Dongfeng Wang, 45
Director, Chief Executive Officer, and Chairman

He has over 20 years of experience in the Internet industry covering growth phases of Internet from PC basis, mobile basis to emerging blockchain basis. In addition, Mr. Wang has more than a decade of first-hand entrepreneurship in the online music, online magazine, online game distribution, blockchain investment, and digital currency mining industries. In 2013, Mr. Wang joined Young CEO Club, a free entrepreneurship coaching program created by Xiamen Longling Capital Assets Management Co., Ltd. (“Longling Capital”), Innovation Works Holdings Limited and Beijing Zhenge Tiancheng Investment Management Company LTD, to share industry knowledge and experience with and advise Chinese emerging start-ups. In 2011, Mr. Wang joined Longling Capital founded by Mr. Wensheng Cai as a founding partner, which later invested in many well-known Chinese internet companies including 58.com Inc., Zhihu Inc., Meitu Inc., Feiyu Technology International Company Ltd., and Baofeng Group Co., Ltd. In 2009, Mr. Wang co-founded Forgame Group (00484.HK) (“Forgame”), entering the field of online game research and development and distribution. Mr. Wang served as the CEO and Chairman of the Board of Forgame from September 2009 to September 2019. Under his leadership, Group was successfully listed on Hong Kong Stock Exchange in October 2013. Prior to that, Mr. Wang and Mr. Wensheng Cai jointly invested in eMule VeryCD, FlashGet, 4399 Games, Meitu and other enterprises in 2006. In 2004, Mr. Wang founded Beijing Zhi Tong Wu Xian Technology Co., Ltd., or Zcom, an electronic magazine platform in China, and served as the CEO of the company from January 2005 to October 2008. From April 2000 to August 2004, Mr. Wang served as a director of Beijing Flying Network Music Software Research and Development Co. Ltd., a digital music distribution company. Mr. Wang received his Bachelor’s degree from Beijing Construction University, majoring in international trade and global economics, in 1999.

David Friedman, 53
Chief Financial Officer

Mr. Friedman has over 20 years of experience in strategic management, high technology and artificial intelligence. Since May 2020, he has served as a director of Venti Technologies, a developer of autonomous mobility vehicles designed to improve lives through disrupted transportation, commerce and society. Since August 2019, Mr. Friedman has served as an advisor and coach for ALICE Technologies, a developer of an artificial intelligence platform intended for modern AI and optimization techniques. Since June 2019, Mr. Friedman has served as the CFO of Oyla Inc., a developer of optical sensors designed to permit intelligent machines to perceive and navigate the three-dimensional world around them. Between July 2018 and November 2021, he served as the Executive Chairman of the board of the directors of Ayla Networks, where he served as the CEO from September 2010 to July 2018, a provider of a cloud platform-as-a-service connectivity platform designed to provide the flexibility and modularity to enable rapid changes to practically any type of device, cloud or app environment. Before that, Mr. Friedman served as a Vice President in Business Development & Senior Director of Strategic Marketing Group of ZeroG Wireless from February 2006 to January 2020, a developer of wireless solutions for connecting devices to the Internet. From February 2000 to January 2006, Mr. Friedman served as a strategic account manager of Matrix Semiconductor, a developer of three-dimensional integrated circuits, responsible for all direct/indirect European sales. From May 1997 to February 2000, Mr. Friedman served as a marketing manager of microprocessor pricing group of Intel, one of the world’s largest chipmakers designing and manufacturing microprocessors for the global personal computers and data center markets. From January 1993 to July 1995, Mr. Friedman served as a mergers & acquisition analyst at the Chase Bank. Mr. Friedman earned his MBA degree from University of Michigan in 1997 and his Bachelor’s degree in history from Colgate University in 1990.

Weixiong (Jeff) Cheong, — [Appointed 7/14/22]
Chief Operating Officer

Mr. Weixiong (Jeff) Cheong has served as the chief operating officer for Blue World Acquisition Corporation (Nasdaq: BWA), a special purpose acquisition company since January 2022. Previously, between November 2015 and March 2022, Mr. Cheong has served as a director at Fortune Asia Long Short Fund, an investment fund. Since November 2011, Mr. Cheong has served as a director at Longfor Pte Ltd., a real estate developer in Singapore. Since August 2009, Mr. Cheong has served as the chief executive officer at Sinjia Land Ltd. (SGX: 5HH), a property development and hospitality management company. From April 2014 to May 2020, Mr. Cheong served as the chairman at CapAllianz Holdings Ltd (former name CWX Global Ltd) (SGX: 594), a company focusing on investment and oil exploration business. Mr. Cheong received a Master’s degree of business administration at Singapore Management University in June 2017. He also has passed the exam of Capital Markets and Financial Advisory Services (“CMFAS”) in Module 1 (December 2003), Module 4A (Rules and Regulations for Advising on Corporate Finance, June 2005), Module 5 (Rules And Regulations for Financial Advisory Services, January 2004), Module 6 (January 2004), and Module 8 (Collective Investment Schemes, February 2004).

Board of Directors

Qinyu Wang, 50
Director Nominee

Ms. Wang has over 20 years of experience in e-commence and risk management. From February 2017 to present, Ms. Wang serves as a strategic consultant of Zhejiang Yi Gao Cultural & Creative Go. Ltd, providing strategic consultation to executives. From January 2016 to January 2017, Ms. Wang served as a Co-Founder of Hangzhou TaoData Co., Ltd., a provider of data analytics services using automated machine learning engines that performs analysis, model deployment and model updating. From October 2010 to December 2015, Ms. Wang served as a senior director of Alibaba Group, one of the largest retailers and e-commerce companies globally. From February 2006 to September 2008, Ms. Wang served as a Vice President of HSBC, one of the largest banks in the world with 40 million customers worldwide. Ms. Wang served as a Vice President of JP Morgan Chase between September 2000 and February 2006, involving in risk and information management. Ms. Wang earned her PhD. degree in Engineering from University of Pittsburgh and her Bachelor’s degree in Engineering from Tsinghua University.

David Sherman, 73
Director Nominee

Mr. Sherman is a professor who has over 30 years of academic and professional experience in accounting and auditing. Mr. Sherman has been a professor at Northeastern University since 1984, specializing in, among other areas, financial and management accounting, global financial statement analysis and contemporary accounting issues. Mr. Sherman has served as Trustee and Chair of Finance Committee for American Academy of Dramatic Arts, the oldest English language acting school in the world, since January 2014, and as Board member and Treasurer for D-Tree International, a non-profit organization that develops and supports electronic clinical protocols to enable health care workers worldwide to deliver high quality care since July 2010. From 2020 to present, Mr. Sherman serves as a director and audit committee chair of China Liberal Education Holdings Limited, an educational service provider operating in China. From 2020 to present, Mr. Sherman serves as Board and Audit Committee Chair of Skillful Craftsman Education Technology Limited, a provider of online education and technology services in China. From 2020 to present, Mr. Sherman serves as Director Nominee of Car House Holding Co. Ltd, a provider and operator of an e-commerce platform with direct supply channels for automobiles. From 2019 to present, Mr. Sherman serves as a director and a member of Audit Committee of NUVVE Holdings Corp. (Nasdaq: NVVE), previously known as Newborn Acquisition Corporation (Nasdaq: NBAC), a blank check company until March 2021 when it consummated its business combination. From January 2012 to November 2014, Mr. Sherman served as the Chair of the Audit Committee and Compensation Committee of Agfeed Corporation (OTC: FEED), a hog production business. From February 2011 to May 2016, Mr. Sherman served as the Chair of the Audit Committee of Kingold Jewelry Inc. (Nasdaq: KGJI), a manufacturer of 24K gold jewelry in Wuhan, China. Mr. Sherman was previously on the faculty of the Sloan School of Management at Massachusetts Institute of Technology (MIT) from 1980 to 1995, and also, among other academic appointments, held an adjunct professorship at Tufts Medical School and was a visiting professor at Harvard Business School (2015). From 2004 to 2005, Professor Sherman was an Academic Fellow at the U.S. Securities and Exchange Commission in the Division of Corporate Finance’s Office of Chief Accountant. Mr. Sherman earned his Doctorate Degree in Accounting and Accountability Systems from Harvard Business School in 1981. Mr. Sherman earned his Master’s Degree in Business Administration and Control of Finance from Harvard Business School in 1971 and his Bachelor’s degree in Economics from Brandeis University in 1969. He was Cum Laude with Honors in Economics. Mr. Sherman is a CPA certificate holder.

Chris Dunn, 56
Director Nominee

Mr. Dunn is a partner of Mission Peak Capital, where he is responsible for managing real estate investments. Prior to that, Mr. Dunn served as a managing director of Commercial Real Estate Group at Deutsche Bank between 2001 and 2012, where he managed a group of bankers in sourcing, pricing, structuring, and closing of performing and distressed commercial real estate loans. From 2000 to 2001, he worked as a principal in the real estate finance division at Band of America Securities LLC. Mr. Dunn also served as a director of Structured Finance – Commercial Real Estate Division at Standard & Poor’s between 1997 and 2000. Mr. Dunn received his Bachelor’s degree in Business Administration from Boston University.

ByAnthony Sozzi