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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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 2
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 2
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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 3
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 3
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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 4
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 4
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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 5
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 5
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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 6
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 6
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.

 FirstName LastNameDongfeng Wang
 Comapany NamePrime Number Holding Limited
 March 14, 2023 Page 7
 FirstName LastName
Dongfeng Wang
Prime Number Holding Limited
March 14, 2023
Page 7
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