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Share Name | Share Symbol | Market | Type |
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Prime Number Acquisitioin I Corporation | NASDAQ:PNAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 4.26 | 4.18 | 4.35 | 0 | 01:00:00 |
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combination and may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months to November 17, 2023. For each public share that is not redeemed by the stockholders in connection with the Extension Amendment Proposal (collectively, the “Remaining Shares”, each, a “Remaining Share”), for each monthly period, or portion thereof during the Extension, the Company will deposit a monthly extension payment of $0.06 per public share per extension period to the Trust Account (each, a “Monthly Extension Payment”) . If there is (i) no redemption of the public shares, the Monthly Extension Payment will be $387,000, (ii) a 50% redemption of the public shares, the Monthly Extension Payment will be $193,500, and (iii) a 80% redemption of the public shares, the Monthly Extension Payment will be $77,400. The first Monthly Extension Payment after the approval of the Extension Amendment Proposal must be made on or prior to May 17, 2023, while the second Monthly Extension Payment must be deposited into the Trust Account on or prior to 17th of each succeeding month until end of Extended Termination Date (as defined below). We intend to issue a press release announcing the deposit of funds promptly after such funds are deposited into the Trust Account.
If the Extension Amendment Proposal is approved, such approval will constitute consent for us to remove an amount from the Trust Account (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to for working capital purpose or to pay our taxes, divided by the number of then outstanding public share, and deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating an initial business combination on or before the Extended Termination Date. We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account in connection with the Election (as defined below) will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment is approved and the amount remaining in the Trust Account may be only a fraction of the approximately $67.43 million that was in the Trust Account as of the Record Date, which could impact our ability to consummate the Business Combination or an alternative initial business combination.
If the Extension Amendment Proposal is not approved, and the proposed Business Combination or an alternative initial business combination not consummated by May 17, 2023 (or by November 17, 2023 if extended), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses),
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Q.
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What is Monthly Extension Payment and how it impacts the redemption price?
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A. If the stockholder approves the Extension Amendment Proposal, the Company will have until May 17, 2023 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months to November 17, 2023. For each public share that is not redeemed by the stockholders in connection with the Extension Amendment Proposal (collectively, the “Remaining Shares”, each, a “Remaining Share”), for each monthly period, or portion thereof during the Extension, the Company will deposit $0.06 per public share in the Trust Account (each, a “Monthly Extension Payment”). If there is (i) no redemption of the public shares, the Monthly Extension Payment will be $387,000, (ii) a 50% redemption of the public shares, the Monthly Extension Payment will be $193,500, and (iii) an 80% redemption of the public shares, the Monthly Extension Payment will be $77,400. The first Monthly Extension Payment after the approval of the Extension Amendment Proposal must be made on or prior to May 17, 2023, while the second Monthly Extension Payment must be deposited into the Trust Account on or prior to 17th of each succeeding month until end of Extended Termination Date (as defined below). We intend to issue a press release announcing the deposit of funds promptly after such funds are deposited into the Trust Account.
We estimate, based on the value of Trust Account as of the Record Date, that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.45 per share, subject to the actual value of the Trust Account at the time of the redemption. If the Extension Amendment Proposal is approved and the Company takes full six months to complete the proposed Business Combination or an alternative initial business combination, the redemption amount per share at the meeting for an initial business combination or the Company’s subsequent liquidation will be approximately $10.81, including six Monthly Extension Payment. If you are a public shareholder and elect not to redeem the shares of our Common Stock in connection with the Extension Amendment Proposal, you may be entitled to a redemption price of $10.81 in comparison to the current redemption amount of $10.45 per share (solely based on the redemption price as of the current Record Date, subject to the actual value of the Trust Account at the time of the redemption and full nine-month extension).
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Q.
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How do the Founders intend to vote their shares?
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A. As of the Record Date, the Sponsors, certain of our officers and directors (collectively, the “Founders”) collectively own 2,011,392 shares of our Common Stock (including 1,612,500 shares of our Common Stock issued to the Sponsors, certain of our officers and directors (the “Founder Shares”) and 398,892 shares of our Common Stock issued to the Sponsors in the Private Placement (the “Private Shares”)), representing approximately 20.0% of our issued and outstanding Common Stock. The Founders did not beneficially own any public shares as of the Record Date. The Founders are expected to vote any Founder Shares and Private Shares held in favor of all of the proposals.
Our Founders have agreed to waive their redemption rights with respect to any Founder Shares, Private Shares and any public shares held by them in connection with the completion of our initial business combination, and to waive their redemption rights with respect to their Founder Shares, Private Shares, and public shares in connection with a stockholder vote to approve an amendment to the Charter (A) to modify the substance or timing of our
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| | | | | | | obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion period or extended completion period, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. | |
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How does the Board of Directors recommend I vote?
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| | A. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal is fair to and in the best interests of the Company and our stockholders. The Board recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal. The Board also recommends that you vote “FOR” the Adjournment Proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes for, or otherwise in connection with, the approval of the other proposals at the Special Meeting. | |
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Who may vote at the special meeting?
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| | A. The Board has fixed the close of business on April 17, 2023 as the date for determining the stockholders entitled to vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the special meeting or any adjournment. | |
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How many votes must be present to hold the special meeting?
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| | A quorum of 50% of the Company’s shares outstanding as of the Record Date, present in person (including virtual presence) or by proxy, will be required to conduct the special meeting. | |
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How many votes do I have?
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| | A. You are entitled to cast one vote at the special meeting for each share you held as of April 17, 2023, the Record Date for the special meeting. As of the close of business on the Record Date, there were 8,461,392 outstanding shares, including 6,450,000 outstanding public shares. | |
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What is the proxy card?
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| | A. The proxy card enables you to appoint the representatives named on the card to vote your shares at the special meeting in accordance with your instructions on the proxy card. That way, your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, it is strongly recommended that you complete and return your proxy card before the special meeting date, in case your plans change. | |
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Q.
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What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
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A. Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, VStock Transfer, LLC, you are considered the stockholder of record with respect to those shares, and the Company sent the proxy materials directly to you.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, nominee or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to instruct that organization how to vote the shares held in your account. Those instructions are contained in a “voting instruction form” containing information substantially similar to the information set forth on the proxy card.
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Q.
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What vote is required to approve the Extension Amendment Proposal?
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A. Approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the then outstanding shares of our Common Stock. With respect to the Extension Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the stockholders present in person
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How do I change my vote?
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A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Advantage Proxy, Inc., our proxy solicitor, prior to the date of the special meeting or by voting in person (including virtual presence) at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198.
If your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting, you must bring to the special meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
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How are votes counted?
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A. Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR”, “AGAINST” or “WITHHOLD” votes, as well as abstentions and broker non-votes.
Approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of our Common Stock.
Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the stockholders present in person (including virtual presence) or represented by proxy at the special meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes for, or otherwise in connection with, the approval of the other proposals at the special meeting.
With respect to the Extension Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Abstentions will be counted in connection with the determination of whether a valid quorum is established.
If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. For discretionary items your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. The Extension Amendment Proposal is considered as a non-discretionary item.
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If my shares are held in “street name,” will my broker automatically vote them for me?
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| | A. With respect to the Extension Amendment Proposal, your broker can vote your shares only if you provide them with instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. | |
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What is a quorum requirement?
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A. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present with regard to each of the proposals if at least a majority of the outstanding shares of our Common Stock on the record date are represented by stockholders present at the meeting or by proxy at the special meeting.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date.
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Who can vote at the special meeting?
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A. Only holders of record of our Common Stock at the close of business on April 17, 2023, the Record Date, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On the Record Date, 8,461,392 shares of Class A Common Stock, including 6,450,000 public shares, were outstanding and entitled to vote, and there were no shares of Class B Common Stock issued and outstanding.
Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
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| | | | | | | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
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What interests do the Founders have in the approval of the proposals?
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| | A. The Founders have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of Founder Shares and the possibility of future compensatory arrangements. See the section entitled “Proposal No.1 — The Extension Amendment Proposal — Interests of the Founders.” | |
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What if I object to the Extension Amendment Proposal? Do I have appraisal rights?
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| | A. If you do not want the Extension Amendment Proposal to be approved, you must vote against such proposals, abstain from voting, or refrain from voting. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with any future business combination we propose. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Amendment Proposal. In addition, public stockholders who do not make the Election would be entitled to redemption if we have not completed the proposed Business Combination or an alternative initial business combination by May 17, 2023. Our stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL. | |
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What happens to our warrants and rights if the Extension Amendment Proposal is not approved?
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| | A. If the Extension Amendment Proposal is not approved, and the proposed Business Combination or an alternative initial business combination not consummated by May 17, 2023 (or by November 17, 2023 if extended), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless in the event the Company winds up. | |
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What happens to our warrants and rights if the Extension Amendment Proposal is approved?
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| | A. If the Extension Amendment Proposal is approved, we will continue our efforts to consummate the proposed Business Combination or an alternative initial business combination until the Extended Termination Date, and will retain the blank check company restrictions previously applicable to us. The warrants will remain outstanding in accordance with their terms. | |
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What do I need to do now?
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| | A. We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card. | |
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How do I vote?
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A. If you are a holder of record of our Common Stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote at the meeting if you have already voted by proxy.
If your shares of our Common Stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
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Q.
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How do I redeem my shares of our Common Stock?
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| | A. If the Extension Amendment is implemented, each public stockholder may seek to redeem such stockholder’s public shares for its pro rata portion of the funds available in the Trust Account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated an initial business combination by May 17, 2023. | |
Amount and Name and Address of Beneficial Owner(1)
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Approximate
Nature of Beneficial Ownership |
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Percentage of
Outstanding Class A Common Stock |
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Prime Number Acquisition LLC(2)(3)
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| | | | 1,732,732 | | | | | | 20.48% | | |
Glorious Capital LLC(4)(5)
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| | | | 140,160 | | | | | | 1.66% | | |
Dongfeng Wang(2)(6)
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| | | | 1,777,732 | | | | | | 21.01% | | |
Benedicto Perez(4)(5)
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| | | | 140,160 | | | | | | 1.66 | | |
David Friedman(7)
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| | | | 30,000 | | | | | | * | | |
Qinyu Wang(7)
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| | | | 15,000 | | | | | | * | | |
H. David Sherman(7)
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| | | | 15,000 | | | | | | * | | |
Chris Dunn(7)
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| | | | 15,000 | | | | | | * | | |
Sarah Gu(7)
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| | | | 15,000 | | | | | | * | | |
Kris Yang(7)
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| | | | 3,500 | | | | | | * | | |
All executive officers, directors, and Sarah Gu as a group (6 individuals)
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| | | | 1,958,032 | | | | | | 23.14% | | |
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Against
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Signature of Stockholder:
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| Name shares held in (Please print): | | | Account Number (if any): | |
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| No. of Shares Entitled to Vote: | | | Stock Certificate Number(s): | |
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