Supplement to the Definitive Proxy Statement
On
April 24, 2023, Prime Number Acquisition I Corp. (the “Company”) filed a definitive proxy statement (as supplemented on
May 2, 2023 and May 8, 2023 respectively, the “Definitive Proxy Statement”) for the solicitation of proxies in connection with a
special meeting of the Company’s stockholders to be held on May 15, 2023 (the “special meeting”) to consider and
vote on, among other proposals, a proposal to amend its Amended and Restated Certificate of Incorporation (the
“Charter”) to allow the Company 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 (each a “Monthly Extension”), for a total of up to six months to
November 17, 2023, by depositing to the Company’s trust account (the “Trust Account”) $0.045 for each public
share for each Monthly Extension (the “Extension Amendment Proposal”).
Press Release
On May 10, 2023, the Company issued a press release announcing revised
Monthly Extension to allow the Company 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, by depositing to the Trust Account the amount lesser of (i) $125,000 for all remaining public shares or (ii)
$0.045 per remainng public share for each Monthly Extension, as compared agains the previously announced $0.045 per remaining public share
for each Monthly Extension.
The press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Accordingly, the Company has determined to amend and supplement the
Definitive Proxy Statement as described in this Current Report on Form 8-K.
There is no change to the time, location, the record date, or any of the other proposals to be acted upon at the special meeting.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY
STATEMENT
The following disclosures
in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s
definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on April 24, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the
Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Extension Amendment Proposal. The
purpose of the supplemental disclosures is to announce the revised amount of deposit to the Trust Account of $0.045 for each public
share for each Monthly Extension, as compared to the original $0.06 for each public share for each Monthly Extension.
Terms used herein,
unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Amendment to the Extension Amendment Proposal
On May 10,
2023, the Company issued a press release announcing that, if the Extension Amendment Proposal is approved at the special meeting,
for each Monthly Extension, , the lesser of (i) $125,000 for all remaining public shares or (ii) $0.045 per remaining public shares would
be deposited to the Trust Account, as compared to the previously announced $0.045 per remaining public share.
Certain
disclosure in the definitive proxy statement (including, without limitation, the notice of special meeting of shareholders included therein)
is hereby amended and restated to read as the follows:
| ● |
Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company 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 (“Extended Termination Date”), by depositing to the Company’s trust account (the “Trust Account”) the lesser of (i) $125,000 for all public shares or (ii) $0.045 for each public share for each one-month extension (the “Extension Amendment Proposal”, such amendment to the Charter as set forth in Annex A is herein referred to as the “Extension Amendment”). |