Correspondence 0001104659-23-047124 from Prime Number Acquisition I Corp. (CIK 0001858180)
Prime Number Acquisition I Corp. (CIK 0001858180)
Date: April 19, 2023 · CIK: 0001858180 · Accession: 0001104659-23-047124
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41394
Letter
Via Edgar Division of Corporation Finance Office of Real Estate & Construction Re: Prime Number Acquisition I Corp. Preliminary Proxy Statement on Schedule 14A Filed April 14, 2023 File No. 001-41394
Dear Mr. Holt:
This letter is in response to the letter dated April 18, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Prime Number Acquisition I Corp. (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Schedule 14A”) is being filed to accompany this letter.
Preliminary Proxy Statement on Schedule 14A filed April 14, 2023
General
1. With a view toward disclosure, please tell us whether either of your sponsors 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. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. 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.
Response: In response to the Staff’s comments, we added the required disclosures under “Background— U.S. Foreign Investment Regulations” on page 14 and 15 of the Preliminary Schedule 14A accordingly.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila E. Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.
Very truly yours,
By:
/s/ Dongfeng Wang
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Prime Number Acquisition I Corp.
April 19, 2023
Via Edgar
Benjamin Holt
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
Prime Number Acquisition I Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 14, 2023
File No. 001-41394
Dear Mr. Holt:
This letter is in response to the letter dated
April 18, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Prime Number Acquisition I Corp. (the “Company,” “we,” and “our”). For ease of reference, we have
recited the Commission’s comments in this response and numbered them accordingly. The amendment to the Preliminary Proxy Statement
on Schedule 14A (the “Preliminary Schedule 14A”) is being filed to accompany this letter.
Preliminary Proxy Statement on Schedule 14A
filed April 14, 2023
General
1. With a view toward disclosure, please tell
us whether either of your sponsors 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. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may
be limited. 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.
Response: In response to the Staff’s
comments, we added the required disclosures under “Background— U.S. Foreign Investment Regulations” on page 14
and 15 of the Preliminary Schedule 14A accordingly.
We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila E. Zhou, Esq., of Robinson & Cole
LLP, at (212) 451-2908.
Very truly yours,
By:
/s/ Dongfeng Wang
Dongfeng Wang
Chief Executive Officer
Arila E. Zhou, Esq.
Robinson & Cole LLP