Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As previously disclosed in a Current Report on Form 8-K filed with the
On
In connection with the Monthly Extension Payment, the Company issued an
unsecured promissory note of
The Note is non-interest bearing and payable (subject to the waiver against
trust provisions) on the earlier of (i) consummation of the Company's initial
business combination and (ii) the date of the liquidation of the Company. The
principal balance may be prepaid at any time, at the election of the Company.
The holder of the Note has the right, but not the obligation, to convert the
Note, in whole or in part, respectively, into private placement shares (the
"Working Capital Shares") of the Company, as described in the prospectus of the
Company (File Number 333-262457), by providing the Company with written notice
of its intention to convert the Note at least two business days prior to the
closing of the Company's initial business combination. The number of Working
Capital Shares to be received by the holder in connection with such conversion
shall be an amount determined by dividing (x) the sum of the outstanding
principal amount payable to the holder, by (y)
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 3.02 Unregistered Sales of
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Working Capital Shares, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by Noco-Noco until 30 days after the completion of the Company's initial business combination and (2) are entitled to registration rights.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Promissory Note, datedJune 14, 2023 , issued byPrime Number Acquisition I Corp. to Noco-Noco 99.1 Press Release, datedJune 16, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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