Item 1.01 Entry into A Material Definitive Agreement.

Business Combination Agreement

On December 29, 2022, Prime Number Acquisition I Corp. ("PNAI"), Prime Number Merger Sub Inc. ("Merger Sub"), a Delaware corporation established for the purpose to become a wholly-owned subsidiary of a newly incorporated exempted Cayman Islands company ("PubCo") prior to the Business Combination (as defined below), Noco-Noco Pte. Ltd. ("Noco-Noco") and certain shareholders of Noco-Noco collectively holding a controlling interest (together with other shareholders of Noco-Noco subsequently joining the transactions, the "Sellers") entered into a Business Combination Agreement (the "Business Combination Agreement"). Capitalized terms used and not otherwise defined herein have the definitions assigned to such terms in the Business Combination Agreement.

Noco-Noco is a development-stage manufacturer of carbon-zero electric vehicle battery technologies. Through the research and development of multilayer battery separator and by providing sustainable mobility services for people and goods, Noco-Noco aims to address the need for energy to customers driven to carbon-zero.

Pursuant to the Business Combination Agreement, among other things, in accordance with the General Corporation Law of the State of Delaware, as amended (the "DGCL"), Merger Sub will merge with and into PNAI (the "Merger"), with PNAI surviving the Merger as a wholly owned subsidiary of PubCo. The Merger will become effective at such time on the date of the closing of the Merger (the "Merger Closing") as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger (the "Merger Effective Time"). In addition, New SubCo shall acquire the issued and outstanding shares of Noco-Noco from the Sellers; in exchange, PubCo shall issue to the shareholders of Noco-Noco the shares of PubCo (the "Share Exchange", and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Noco-Noco becoming a subsidiary of New SubCo. Upon the consummation of the Business Combination, PNAI will become a wholly-owned subsidiary of PubCo and Noco-Noco will be a subsidiary of PubCo with PubCo indirectly holding all or controlling equity interest in Noco-Noco, and the stockholders of PNAI and the Sellers would receive shares, par value $0.0001 per share, of PubCo ("PubCo Ordinary Shares") as consideration and become the shareholders of PubCo. Following the Merger Effective Time, PubCo will change its name to "noco-noco Inc."

Business Combination Consideration

Pursuant to the Business Combination Agreement, immediately prior to the Merger Effective Time, (i) holders of each PNAI unit ("PNAI Units") issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share of PNAI Class A Common Stock (defined below), one-half of PNAI Warrant (defined below), and one PNAI Right (defined below); (ii) holders of each share of PNAI class A common stock, par value $0.0001 per share ("PNAI Class A Common Stock") issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share, (iii) holders of each share of PNAI class B common stock, par value $0.0001 per share ("PNAI Class B Common Stock" and collectively with the PNAI Class A Common Stock, the "PNAI Common Stock") issued and outstanding immediately prior to the effective time of the Merger shall be canceled in exchange for the right to receive one PubCo Ordinary Share, (iv) holders of each PNAI warrant ("PNAI Warrant") outstanding immediately prior to the effective time of the Merger shall cease to be a warrant with respect to PNAI Common Stock and be assumed by PubCo and converted into a warrant of PubCo to purchase one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Merger; and (v) holders of each PNAI right ("PNAI Right") outstanding immediately prior to the effective time of the Merger shall cease to be a right with respect to PNAI Shares and be assumed by PubCo and converted into a right of PubCo to receive one-eighth (1/8) of one PubCo Ordinary Share, subject to substantially the same terms and conditions prior to the effective time of the Merger.

In addition, in connection with and at the Share Exchange Closing, each Seller shall be entitled to receive from PubCo, such number of PubCo Ordinary Shares that is equal to the product of (a) the quotient of (i) $1,350,000,000 (the "Target Valuation"), divided by (ii) the price per PubCo Ordinary Share that equals to the redemption price of each share of PNAI Class A Common Stock in connection with the Business Combination (the "PubCo Per Share Price"), multiplied by (b) such Seller's Pro Rata Portion as set out in the Allocation Schedule of the Business Combination Agreement.

Representations and Warranties

Under the Business Combination Agreement, Noco-Noco and the Sellers, on the one hand, PNAI and the acquisition entities, on the other hand, have each made customary representations and warranties to each other, including without limitation as to such parties' organization and standing, due authorization, ownership, no conflict; and in the case of the Noco-Noco, its liabilities, contracts, labor matters, benefit plans, intellectual properties, insurance, environmental matters, privacy and cybersecurity, anti-corruption compliance, anti-money laundering and trade compliance, permits and licenses, and certain other matters, and in the case of PNAI, disclosure and listing compliance as a public company, and certain other matters. Except in the case of fraud, the representations and warranties in the Business Combination Agreement will not survive the Share Exchange Closing.

Covenants and Agreements of the Parties

The Business Combination Agreement also contains covenants of the parties regarding their conduct during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement, including covenants regarding (i) the operation of their respective businesses in the ordinary course of business and use their respective commercially reasonable efforts to consummate the Business Combination (ii) the provision of access to their books and records, preparation of registration statement including the proxy statement contained therein on Form F-4 to be filed with the SEC (the "Registration Statement"), (iii) holding stockholder meeting and obtaining the approvals as required for the Business Combination, (iv) tax matters, (v) confidentiality, (vi) other support activities to give full effect to the Business Combination, (vii) maintenance of insurances and indemnification, (viii) efforts to obtain regulatory approvals and compliance with relevant laws and regulations as applicable, (ix) cooperating and using reasonable best efforts to cause PubCo Ordinary Shares issuable in connection with the Merger and the Share Exchange to list on Nasdaq, and (x) using commercially reasonable efforts to obtain adequate financing to consummate the Business Combination.

Noco-Noco also agreed, (i) from and after the date of the Business Combination Agreement until the Merger Effective Time, except as otherwise contemplated by the Business Combination Agreement, not to engage in any transactions involving the securities of PNAI without the prior consent of PNAI; (ii) to waive any claims of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and PNAI to collect from the Trust Account any monies that may be owed to them by PNAI or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; (iii) to provide updates to its financial statements and with respect to other business developments in connection with the Registration Statement; and (iv) to not solicit or respond to any Alternative Proposals.

The Business Combination Agreement also includes certain covenants on PNAI requiring PNAI to, among others, (i) make appropriate arrangements for disbursements of the funds in the Trust Accounts, in accordance with the Trust Agreement, dated May 12, 2022 (the "Trust Agreement"), and the funds received from the transaction financing; (ii) use reasonable best efforts to ensure PNAI remains listed as a public company and retain the listing for PNAI Common Stock on Nasdaq; (iii) adopt resolutions in connection with acquisition of PubCo Securities by certain stockholders of PNAI in accordance with Section 16 of the Exchange Act; (iv) exclusivity; (v) have PubCo adopt a new equity incentive plan in the agreed form attached to the Business Combination Agreement; and (vi) maintenance of PubCo's status as an "emerging growth company" within the meaning of the Jumpstart Our Business Startups Act of 2012.

Conditions to Consummation of the Merger

Consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Business Combination Agreement and the Business Combination by PNAI's stockholders. Other conditions to each party's obligations, include, among others: (i) the Registration Statement having become effective; (ii) the PubCo Ordinary Shares having been approved for listing on Nasdaq, subject only to official notice of issuance thereof, and PubCo shall continue to satisfy initial and continuing listing requirements of Nasdaq; (iii) no governmental order, statute, rule or regulation having been enacted or promulgated enjoining or prohibiting the consummation of the Business Combination; (iv) no Company Material Adverse Effect; (v) the net tangible assets upon the consummation with the Business Combination no less than $5,000,0001; (vi) the representations and warranties of Noco-Noco and the Sellers being true and correct in all material aspect; (vii) performance and compliance with all material respects of the Business Combination Agreement applicable to each party, respectively; (viii) material compliance with pre-closing covenants; and (ix) Available Acquiror Cash is at least $20,000,000 immediately prior to or upon the Share Exchange Closing.





Termination

The Business Combination Agreement may be terminated by PNAI or Noco-Noco under certain circumstances, including, among others, (i) by written consent of Noco-Noco and PNAI; (ii) by PNAI or Noco-Noco, if any actions taken by such Governmental Order or Law makes the Merger Closing or Share Exchange Closing illegal or otherwise prevents or prohibits consummation of the Merger Closing or Share Exchange Closing; (iii) by Noco-Noco if PNAI fails to obtain the required vote at a Stockholders' Meeting duly convened therefor or at any adjournment or postponement thereof; and (iv) the other party's breach of any representation, warranty, covenant or agreement as set forth in the Business Combination Agreement and failure to cure such breach within a certain period.

Governing Law and Dispute Resolution

The Business Combination Agreement is governed by the law of State of Delaware without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Subject to limited exceptions, all claims relating to the Business Combination Agreement and the transactions contemplated thereby will be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware.

A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K (this "Report") as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Business Combination Agreement.





Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the "Related Agreements") but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.











Form of Lock-Up Agreements

Prior to the Merger Effective Time, certain Sellers and the Sponsors (the "Holders") will enter into lock-up agreements with the PNAI and PubCo (the "Lock-up Agreement").

Pursuant to the Lock-Up Agreement, PubCo Ordinary Shares held by such Holders are categorized as (i) "Group I Lock-up Shares", referring to the 50% of the total number of PubCo Ordinary Shares that such Seller will receive in connection with the Share Exchange, or 50% of the number of PubCo Ordinary Shares such Holder will receive in converting their PNAI Founder Shares (as defined in PNAI's prospectus filed on May 16, 2022) in connection with the Merger, (ii) "Group II Lock-up Shares", referring to the remaining 50% of the total number of PubCo Ordinary Shares that such Seller will receive in connection with the Share Exchange, or 50% of the number of PubCo Ordinary Shares such Holder will receive in converting its PNAI Founder Shares in connection with the Merger; and (iii) "Group III Lock-up Shares", referring to the total number of PubCo Ordinary Shares that such Holder will receive in converting its PNAI Private Shares (as defined in PNAI's prospectus filed on May 16, 2022) in connection with the Merger. The Group I Lock-Up Shares, Group-II Lock-up Shares, Group-III Lock-up Shares shall be collectively referred as "Lock-up Shares".

The "Lock-up Period" means (i) with respect to the Group I Lock-up Shares, the period commencing on the Share Exchange Closing Date and ending on the date that is the earlier to occur of (A) six months there-after, or (B) the date on which the closing price of each PubCo Ordinary Share equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the completion of the Share Exchange; (ii) with respect to the . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Number     Description

  2.1*       Business Combination Agreement, dated as of December 29, 2022, by and
           among the Registrant, Prime Number Merger Sub Inc., Noco-Noco Pte. Ltd.,
           and certain other parties of the agreement.

  10.1       Form of Lock-up Agreement.

  10.2       Form of Registration Rights Agreement.

104        Cover Page Interactive Data File, formatted in Inline Extensible Business
           Reporting Language (iXBRL)

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

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