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United States securities and exchange commission logo
April 26, 2023
Dongfeng Wang
Chief Executive Officer
Prime Number Holding Limited
1129 Northern Blvd., Suite 404
Manhasset, NY 11030
Re: Prime Number
Holding Limited
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted April 11,
2023
CIK No. 0001964021
Dear Dongfeng Wang:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted
April 11, 2023
General
1. We note your response
to comment 4 and reissue the comment in part. 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 interim redemption levels.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
April NamePrime Number Holding Limited
26, 2023
April 226, 2023 Page 2
Page
FirstName LastName
PNAC Board's Reasons for the Approval of the Business Combination, page 129
2. We note the term of the projections. Please explain the basis of the
projections beyond
year three and clearly describe how the assumptions relate to and
resulted in the projected
financial information, identifying the limitations of the projections.
It should be clear
from your revisions how the projected growth rates are sustainable
over the selected
period of time, and why assuming such growth rates is reasonable.
3. Disclose whether the projections are in line with historic operating
trends and, if not,
address why the change in trends is appropriate or assumptions are
reasonable. Clearly
describe the basis for projecting revenue growth, along with the
factors or contingencies
that would affect such growth ultimately materializing.
Unaudited Pro Forma Condensed Combined Financial Information, page 151
4. Prime Number Holdings Limited s (PubCo s) fiscal year-end appears
to be June 30,
2022. Please update the Pro Forma information as of the interim date
covering at least the
first six months of the Fiscal 2023. Refer to Item 8.A.5 of Form 20-F.
Unaudited Pro Forma condensed Combined Balance Sheets, page 153
5. We note your presentation of a pro forma negative cash balance on your
unaudited pro
forma consolidated balance sheet. Tell us why you believe, with
reference to applicable
U.S. GAAP, it is appropriate to present a pro forma negative cash
balance, as opposed to a
liability or other presentation.
Unaudited Condensed Combined Statement of Operations, page 154
6. Please refer to comment 40 and present the historical share amount on
the face of the pro
forma information.
Comparative Per Share Data, page 156
7. Please disclose the net loss for historical and Pro Forma presentation
for all columns.
Also in this regard, disclose the SubCo s Weighted Average Shares
Outstanding.
Note 3 Adjustments to Unaudited Pro Forma condensed Combined Statement of
Financial
Position , page 156
8. In regard to Adjustment 3 d), the PNAC transaction cost of
approximately $1.4 million for
advisory, banking, legal and accounting fee should be expensed to the
income statement
and be reduced from cash. Please revise accordingly.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
April NamePrime Number Holding Limited
26, 2023
April 326, 2023 Page 3
Page
FirstName LastName
9. In regard to Adjustment 3 f), refer to our prior comments 46 and 47.
We note from page 4
that Prime Number Capital LLC (PNCPS) will be paid $500,000 in cash
and 609,756
PubCo shares to be issued upon completion of the proposed merger.
Please reflect
additional expense of $500,000 and a respective reduction to cash. In
addition, please
record expense of $6,249,999, which is equivalent to 609,756 shares
multiplied by $10.25
and a respective increase to additional paid-in capital.
Note 5 Per Share Redemption Sensitivity Analysis, page 156
10. Your presentation of the analysis is not appropriate for the Pro Forma
information. Please
remove the table. Refer to Article 11 of Regulation S-X for
appropriate presentation in
the Pro Forma information.
Industry Overview Relating to noco-noco's Business, page 177
11. We note your response to comment 12. We also note your added
disclosure here that you
obtained the market and industry data included in the registration
statement from
independent industry sources as well as from research reports, and
that you have
not independently verified the data contained in those sources or make
any representation
as to the accuracy or completeness of such information. This statement
appears to imply a
disclaimer of responsibility for this information in the registration
statement. Please either
revise this section to remove such implication or specifically state
that you are liable for
all information in the registration statement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
noco-noco
Liquidity and Capital Resources, page 211
12. We note your response to comment 53 that you consider the effect of
the $30 million
licensing fee on noco-noco's liquidity and capital resources post
closing to be relatively
minimal. We also note your response to comment 56 that 3DOM Alliance
agreed to work
with you and noco-noco, as applicable, to defer the payment or adjust
the payment
schedule to ensure you can prioritize daily operations in the event
that funds are not
sufficient to maintain liquidity. Please revise to disclose how the
$30 million
payment will impact your liquidity and capital resources before and
after the business
combination.
Certain Relationships and Related Person Transactions, page 225
13. We note your response to comment 55 and reissue the comment in part.
Please revise
your disclosure to include the amount outstanding as of the latest
practicable date under
the working capital loans.
Dongfeng Wang
FirstName LastNameDongfeng
Prime Number Holding LimitedWang
Comapany
April NamePrime Number Holding Limited
26, 2023
April 426, 2023 Page 4
Page
FirstName LastName
Index of Financial Statements, page F-1
14. Please update the financial statements of noco-noco Pte. Ltd. with the
interim financial
statements covering at least a six-month period of the Fiscal Year
2023 in addition to the
noco-noco Pte. Lt audited financial statements that are included
herein. Refer to Item
8.A.5 of Form 20-F.
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