Filed by Prime Number Acquisition I Corp.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File No. 001-41394
Subject Company: Prime Number Acquisition I Corp.
Press Release
noco-noco Pte. Ltd. welcomes
Tetsu Tanizawa as Chief Technology Officer
May 2, 2023
noco-noco Pte. Ltd. is pleased to announce the appointment of Tetsu
Tanizawa as its new Chief Technology Officer (CTO). Tetsu brings close to 40 years of experience in electric mobility, energy infrastructure
development, semiconductor chip development across Asia, Europe, and the United States.
Having spent nearly three decades at Fujitsu, Tetsu was involved in
the development and deployment of ground-breaking semiconductor chip technologies, led large-scale integration design methodology, and
drove collaboration with partner startups and Silicon Valley entities.
Prior to joining noco-noco, he was actively engaged in the development
of EVs, battery and energy infrastructure as well as driving external collaborations in Big Data IT with industry partners including
RESC Inc, GMS, FOMM, and OEMs.
As an accomplished semiconductor and electronic chip design engineer
with a track record of successful developments, Tetsu has filed 70 patents in the field.
Tetsu’s appointment as Chief Technology Officer comes as noco-noco
moves to strengthen its framework for the development of intelligent batteries that combine long-life, high-performance battery technology
with data processing capabilities.
Tetsu Tanizawa, CTO
About noco-noco Pte. Ltd.
noco-noco Pte. Ltd. is a decarbonization solutions provider working
to accelerate the global transformation to a carbon-neutral economy and an affiliated entity to 3DOM Alliance. Through use of the X-SEPA™,
a proprietary multilayer battery separator, and by providing sustainable mobility services and an innovative energy management platform,
noco-noco addresses the need for clean, affordable, and sustainable energy solutions.
For more information on noco-noco, visit www.noco-noco.com
Important Information and Where to Find It
On December 29, 2022, Prime Number Holding Limited, an exempted company
limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), Prime Number Acquisition I Corp. (“PNAC”),
Prime Number Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo, Prime Number New Sub Pte. Ltd., a
Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo, noco-noco, and certain shareholders of noco-noco
collectively holding a controlling interest, entered into a business combination agreement, pursuant to which PNAC is proposing to enter
into a business combination with noco-noco involving a merger and a share exchange. This press release does not contain all the information
that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision
or any other decision in respect of the business combination. PNAC’s stockholders and other interested persons are advised to read,
when available, the proxy statement/prospectus and the amendments thereto and other documents filed in connection with the proposed business
combination, as these materials will contain important information about noco-noco, PNAC and the proposed business combination. When
available, the proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders
of PNAC as of a record date to be established for voting on the proposed business combination. Such stockholders will also be able to
obtain copies of the proxy statement/prospectus and other documents filed with the Securities and Exchange Commission (the “SEC”),
without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to PNAC at its principal executive
offices at c/o 1129 Northern Blvd, Suite 404, Manhasset, NY 11030, United States.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the U.S.
Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available
to noco-noco and PNAC. In some cases, you can identify forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements
that refer to expectations, projections or other characterizations of future events or circumstances, including the proposed business
combination, the benefits and synergies of the proposed business combination, the markets in which noco-noco operates as well as any
information concerning possible or assumed future results of operations of the combined company after the consummation of the proposed
business combination, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking
statements. Although each of noco-noco and PNAC believes that it has a reasonable basis for each forward-looking statement contained
in this communication, each of noco-noco and PNAC caution you that these statements are based on a combination of facts and factors currently
known and projections of the future, which are inherently uncertain. Neither noco-noco nor PNAC can assure you that the forward-looking
statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties,
including, among others, the ability to complete the business combination due to the failure to obtain approval from PNAC’s stockholders
or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination
of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption
requests made by PNAC’s public stockholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the
risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction,
the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties. There may be additional
risks that neither noco-noco nor PNAC presently know or that noco-noco and PNAC currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by noco-noco, PNAC, and their respective directors,
officers or employees or any other person that noco-noco and PNAC will achieve their objectives and plans in any specified time frame,
or at all. The forward-looking statements in this press release represent the views of noco-noco and PNAC as of the date of this communication.
Subsequent events and developments may cause those views to change. However, while noco-noco and PNAC may update these forward-looking
statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore,
not rely on these forward-looking statements as representing the views of noco-noco or PNAC as of any date subsequent to the date of
this communication.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does
not constitute an offer to sell or a solicitation of an offer to buy any securities of noco-noco or PNAC, nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Participants in the Solicitation
noco-noco, PNAC, and their respective directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of PNAC’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of PNAC’s stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus on Form F-4 to be filed with the SEC.
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