Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing

On April 20, 2023, Prime Number Acquisition I Corp. (the "Company") received a letter (the "Letter") from the Listing Qualifications division (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the Company will be delisted unless it appeals such determination. As of the date of the Notice, the Company's past due fee balance totaled $70,000. If the Company elects not to appeal, trading of its common stock will be suspended at the opening of business on May 1, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq.

The Company made the payment of annual listing fee of $70,000 in full on April 24, 2023. On April 25, 2023, the Staff notified the Company via a second letter that the matter is closed. The Company expects its common stock continue to be listed and trading on Nasdaq.

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