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United States securities and exchange commission logo
March 14, 2023
Dongfeng Wang
Chief Executive Officer
Prime Number Holding Limited
1129 Northern Blvd., Suite 404
Manhasset, NY 11030
Re: Prime Number
Holding Limited
Draft Registration
Statement on Form F-4
Submitted February
13, 2023
CIK No. 0001964021
Dear Dongfeng Wang:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-4 submitted February 13, 2023
General
1. Clarify whether recent
common stock trading prices exceed the threshold that would allow
the company to redeem
public warrants.
2. Please disclose the
sponsor and its affiliates total potential ownership interest in the
combined company,
assuming exercise and conversion of all securities.
3. Your charter waived the
corporate opportunities doctrine. Please address this potential
conflict of interest
and whether it impacted your search for an acquisition target.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March2 14, 2023 Page 2
Page
FirstName LastName
4. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
5. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming shareholders assuming maximum redemptions and identify any
material
resulting risks.
6. We note that the SPAC IPO underwriters performed additional services
after the IPO and
part of the IPO underwriting fee was deferred and conditioned on
completion of a
business combination. Please quantify the aggregate fees payable to
the SPAC IPO
underwriters that are contingent on completion of the business
combination.
7. Please provide the disclosure required in Item 18(a)(7)(ii) of Form
F-4 which requires
disclosure of the information required by Item 6.B of Form 20-F.
8. We note your disclosure that you will sell additional securities in an
amount that is at least
$20 million, and you do not expect PNAC's sponsors or affiliates to
participate in the
transaction financing. Please update in a future filing, if PNAC's
sponsors or affiliates do
participate in the transaction financing, to disclose the key terms of
any convertible
securities and the potential impact of those securities on
non-redeeming shareholders.
9. We note the statement "except as disclosed otherwise" in your
document. Please revise to
include the exceptions in this section.
10. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March3 14, 2023 Page 3
Page
FirstName LastName
Cover Page
11. Please disclose on your cover page that following the business
combination you will be a
"controlled company" within the meaning of NASDAQ rules and the
controlling
shareholders' anticipated total voting power. Also disclose on the
cover page that you will
be a "foreign private issuer" and the related exemptions on which you
will be entitled to
rely.
Industry and Market Data, page 13
12. We note your disclosure that you obtained some of the market and
industry data included
in the proxy statement/ prospectus from publicly available information
and industry
publications and that you have not independently verified this data
and information. This
statement appears to imply a disclaimer of responsibility for this
information in the proxy
statement/ prospectus. Please either revise this section to remove
such implication or
specifically state that you are liable for all information in the
proxy statement/ prospectus.
Holders of PubCo Ordinary Shares Table - Bottom Table, page 21
13. We note that Footnote (13) is missing details and revise (10) through
(12) as they do not
appear to be properly noted. Please also revise and disclose the terms
of the Incentive
Plan. Also, explain why you do not have any disclosure related to the
Incentive Plan in
the financial statement section.
14. Please expand your disclosure about the shares issued and outstanding
for PubCo s
Ordinary Shares at the Closing in Footnote (12). In your disclosure,
explain when these
shares are issued and who owns the shares.
Selected Historical Financial Data of PNAC
Balance Sheets, page 47
15. Please revise the current assets of December 31, 2021 to the reflect
the correct amount.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 49
16. We note your Assuming Maximum Redemption scenarios, including Scenario
2 and
Scenario (D) throughout your document that assumes the shareholders of
PNAC elect to
redeem shares such that the cash balance in the trust account meets
the minimum
requirement as required by the Business Combination Agreement. Please
revise all of
your scenarios throughout, including the unaudited pro forma financial
statements, to
reflect the maximum scenario for the full amount of contingency
without any adjustments.
17. Please revise your table on page 49 to also present the historical
summary information of
noco-noco.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March4 14, 2023 Page 4
Page
FirstName LastName
18. Please explain your computation of book value per share. In this
regard, revise your
historical amounts for shareholders' equity and weighted average
shares outstanding basic
and diluted of non-redeemable common stock amounts for PNAC to reflect
the correct
amounts and revise your resulting calculations accordingly, including
book value per
share. Also revise to present book value and per share and weighted
average shares
outstanding information for pro forma combined scenarios.
Risk Factors
PNAC's Warrant Agreement, which is being assigned..., page 97
19. We note your disclosure regarding the forum selection provision.
Please revise to disclose
whether your forum selection provision applies to actions arising
under the Securities
Act. If so, please also state that there is uncertainty as to whether
a court would enforce
such provision and that investors cannot waive compliance with the
federal securities laws
and the rules and regulations thereunder. If this provision does not
apply to actions
arising under the Securities Act, please also ensure that the
exclusive forum provision in
the governing documents states this clearly, or tell us how you will
inform investors in
future filings that the provision does not apply to any actions
arising under the Securities
Act.
Risk Factors
You may face difficulties in protecting your interests..., page 100
20. We note your disclosure here regarding the difficulties of effecting
service of process and
enforcing judgments obtained in the United States. Please revise to
include a separate
Enforceability section, to disclose the difficulty of bringing actions
and enforcing
judgements.
The Business Combination Proposal
PNAC's Initial Public Offering, page 123
21. Please quantify and disclose the total amount of cash redemptions by
PNAC stockholders
that have occurred as of the most recent date practicable.
The Business Combination Proposal
Background of the Business Combination
Timeline of the Business Combination, page 126
22. We note your disclosure that noco-noco and PNAC agreed to set the
final valuation in the
lower end of the valuation range at $1.35 billion. Please revise to
disclose all material
factors that the PNAC Board relied upon in agreeing to the current
valuation. Explain the
quantitative factors regarding why the valuation decreased from what
was initially
discussed.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March5 14, 2023 Page 5
Page
FirstName LastName
23. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, valuation,
structure, consideration,
proposals and counter-proposals, and the minimum cash amount. In your
revised
disclosure, please explain the reasons for the terms, each party s
position on the issues,
and how you reached agreement on the final terms.
24. Please clarify the basis for the initial $2.5 valuation. You say that
it was the "desired"
valuation, which implies that noco-noco proposed it and the SPAC
simply accepted it
without analysis. If the SPAC board conducted any material analysis in
connection with
its negotiations regarding the valuation of noco-noco, discuss the
material features of that
analysis.
25. It appears that the license-in agreement was executed during the
timeline of the business
combination. Please revise to describe if this agreement and its terms
were discussed by
the SPAC and noco-noco. Include whether the planned $30 million
payment under that
agreement was discussed and the source of funds to be used.
The Business Combination Proposal
PNAC Board's Reasons for the Approval of the Business Combination, page 128
26. Your disclosure on page 129 that your board considered the risks that
noco-noco will not
achieve its financial projections implies that your board was
provided, reviewed and
considered these projections and that such projections were a material
factor considered in
determining to approve the transaction. Please revise to disclose the
projections and all
material assumptions underlying them and how your board considered
them. Also revise
to discuss when the projections were prepared, who prepared them and
when they were
provided during the course of negotiations.
27. Discuss in greater detail the growth projections and comparable
company analysis
mentioned in the second numbered paragraph. Also discuss whether and,
if so, how you
considered the anticipated $30 million payment to noco-noco's majority
shareholder and
the related impact to the post-transaction company's liquidity and
capital resources.
The Business Combination Proposal
Interests of PNAC's Directors and Officers in the Business Combination, page
129
28. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March6 14, 2023 Page 6
Page
FirstName LastName
29. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This
could include fiduciary or contractual obligations to other entities
as well as any interest
in, or affiliation with, the target company. In addition, please
clarify how the board
considered those conflicts in negotiating and recommending the
business combination.
30. We note the disclosure that the SPAC sponsor and affiliates may
purchase SPAC
securities in the open market and vote the securities in favor of
approval of the business
combination transaction. Please provide your analysis on how such
potential purchases
would comply with Rule 14e-5.
31. We note that the SPAC sponsor and affiliates may enter into an
agreement with
"investors and others" to provide them with incentives to acquire
public shares to reduce
the redemption rate. Please provide your analysis on how such
purchases comply with
Rule 14e-5.
Material Tax Considerations, page 140
32. We note your disclosure here and in the Business Combination Agreement
indicating that
the parties intend that the merger will qualify as a reorganization
within the meaning of
Section 368(a) of the Code. Please file a tax opinion that address
each material tax
consequence discussed in this section.
Pro Forma PubCo Ordinary Shares at Closing Table, page 149
33. In the table, we note you present Scenarios 1 and 2 instead of
Scenarios A and D. Please
revise your Scenarios for consistency throughout the document.
34. We note from page F-29 that each holder of a right (the Rights )
will receive one-
eighth (1/8) of one share of Class A common stock upon consummation of
a Business
Combination, even if the holder of such Right redeemed all shares held
by it in connection
with a Business Combination. Please advise or, therefore, revise the
table to show the
number of PubCo s ordinary shares to be issued for the PNAC s
Rights, which is 806,250
shares, so that the total outstanding PNAC Public shares are
6,450,000.
35. The proforma financial information on page 150 does not appear to
reflect the shares to be
issued to the Sellers. Please revise tables and notes accordingly.
36. Please attach footnote (3) to the area it is referencing.
37. In the table, footnote (1) is not related to the Sellers. Please
revise.
Unaudited Pro Forma Condensed Combined Statement for the Fiscal Year Ended June
30, 2022,
page 151
38. Please revise to show PNAC instead of PNAI on top of the second column
if true.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March7 14, 2023 Page 7
Page
FirstName LastName
39. We note on page 152 that PNAC s unaudited statement of operations
for the year ended
June 30, 2022, is included elsewhere in this filing. The period for
the condensed
statement of operations for PNAC should be between July 1, 2021, and
June 30, 2022. In
a separate footnote, please show how you calculate the PNAC s
statement of operations
for the fiscal year ended June 30, 2022, by adding the statement of
operations between
July 1, 2021, and December 31, 2021, and the statement of operations
between January 1,
2022, and June 30, 2022. Also in this regard, revise your disclosures
on pages 49, 148
and 152.
40. Please revise to present historical and pro forma per share amounts on
the face of the pro
forma information to be compliant with Rule 11-02(9) for all scenarios
and entities. Also
in this regard, the earnings per share on this page is not consistent
with the disclosure on
page 154.
Comparative Per Share Data, page 153
41. Please revise to include the historical information for noco-noco.
Also revise
shareholders' equity (deficit) as well as weighted average shares
outstanding basic and
diluted of non-redeemable common stock to agree to appropriate
amounts.
42. Please revise to include reconciliations for your computations of net
income or loss per
share for historical and pro forma scenarios. Additionally, revise
your footnote to include
common stock equivalents, if any, which were excluded from the
computation of pro
forma diluted net loss per share because including them would be
anti-dilutive.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Financial
Position, page 153
43. Adjustment (a) made under the maximum redemption on page 150 does not
appear
correct, which is the same as the adjustment under the minimum
redemption. Please
advise and revise accordingly.
44. Adjustment (b) is mislabeled on page 150. For example, the adjustment
of $65,853,572 to
Cash and Cash Equivalents under the No Redemption Scenario should be
Adjustment (b),
not Adjustment (e). Please revise.
45. Regarding Adjustment (d), we note from page 5 that PNAC and the New
SubCo shall use
reasonable best efforts to obtain equity financing on the terms
mutually agreed to by noco-
noco and PNAC, in an amount that is at least $20,000,000 prior to or
upon the Share
Exchange Closing. Please clarify if there is a signed commitment by
PIPE investors,
otherwise, please remove Adjustment (d) from the Transactions
Adjustments as it does not
appear appropriate. Further, tell us and disclose how you will meet
the condition
requiring available acquiror cash of at least $20,000,000 prior to or
upon the Share
Exchange Closing in the Business Combination Agreement without the
PIPE proceeds.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March8 14, 2023 Page 8
Page
FirstName LastName
46. Regarding Adjustment (e), please address the following:
Revise your footnote to itemize the transaction costs in detail.
For each itemized
transaction cost, explain how the adjustment is made in the Pro
Forma Financial
Information. Please note that the transaction fees must be recorded
as a credit from
cash and as a debit to expenses except for the Deferred
Underwriting Fees.
The Deferred Underwriting Fees should be credited from cash. This
comment also
applies to Adjustment 4(a). Please revise.
47. Regarding Adjustment (g), please address the following:
On page 132, we note that Prime Number Capital LLC ( PNCPS )
will be paid
$300,000 in cash and 609,756 newly issued PubCo Ordinary Shares at
the closing.
Explain how you calculate the total fee to be $4,692,195 when the
PNAC ordinary
share price is $10.25.
The business combination transaction costs in cash or in equity
are expensed as
incurred. Please refer to ASC 718 and 805-10-25-23 and revise.
Noco-noco's Business
Our History, page 183
48. Revise to explain the reasons for the termination of the two reverse
takeover transactions.
It is unclear what you mean by "commercial reasons."
Unique Own-and-Lease Business Model..., page 185
49. Please disclose the basis for your disclosure that your batteries have
double the number of
cycles compared to conventional batteries.
Carbon Abatement Solutions and Carbon Credit Sales, page 188
50. We note you have been contracted to deliver carbon abatement projects
in Australia and
PNG. Please revise to disclose the material terms of these agreements,
including the term
and termination provisions.
Partnerships, page 197
51. We note your disclosures that certain MOUs expired on December 31,
2022, and you are
in the process of renewing. If applicable, please update these
disclosures in a future
filing. In addition, please clarify for each MOU the ability of either
party to cancel the
MOU.
52. Please revise to identify the "leading" automaker and the "well-known"
energy solution
company.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March9 14, 2023 Page 9
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
noco-noco
Liquidity and Capital Resources, page 207
53. Please discuss the obligation to make the $30 million payment to your
affiliate and how it
will impact your liquidity and capital resources before and after the
business
combination.
Controlled Company Status, page 215
54. In the last paragraph, you state you will not rely on controlled
company exemptions.
Please reconcile with your disclosures regarding your compensation and
nominating and
corporate committee that you will rely on those exemptions. Your
revisions should
clearly and consistently explain whether you intend to rely on
exemptions available to you
as a controlled company and as a foreign private issuer.
Certain Relationships and Related Person Transactions, page 221
55. We note your disclosure PNAC had no borrowings under the working
capital loans as of
September 30, 2022. In addition, we note noco-noco had drawn an
aggregate amount of
$1.5 million on the promissory note from 3DOM Alliance as of December
31, 2022.
Please revise your disclosure to include the amount outstanding as of
the latest practicable
date. Refer to Item 7.B of Form 20-F.
License-in Agreement, page 223
56. Please revise throughout your document to clarify when the $30 million
payment will be
made and the source of funds.
Financial Statements
Prime Number Holding Limited, page F-1
57. We note that PubCo was incorporated under the laws of the Cayman
Islands on December
28, 2022, with an aggregate share capital of $50,000 divided into 500
million registered
shares of a par value of $0.0001 per share. We also note on page 21
that PubCo s
working capital shares is 300,000 shares which represents 5% of PubCo
s outstanding
shares at the closing. Please file the registrant, Prime Number
Holding Limited, in
accordance with Rule 8-02 of Regulation S-X or advise accordingly.
Noco-noco Pte. Ltd.
Notes to the Financial Statements
Foreign Currency Translation, page F-10
58. Please disclose noco-noco Pte. Ltd. s reporting and functional
currencies.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
March NamePrime Number Holding Limited
14, 2023
March1014, 2023 Page 10
Page
FirstName LastName
Subsequent Events, page F-14
59. Revise your disclosure to present in U.S. Dollars.
You may contact Andi Carpenter at (202) 551-3645 or Melissa Gilmore at
(202) 551-
3777 if you have questions regarding comments on the financial statements and
related
matters. Please contact Patrick Fullem at (202) 551-8337 or Geoffrey Kruczek at
(202) 551-
3641 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Arila Zhou