Prime Number Acquisition I Corp. (PNAC) Adds FPA to Noco-Noco Deal

Prime Number I (NASDAQ:PNAC) announced in an 8-K this morning that it has signed a forward purchase agreement (FPA) with Meteora Capital Partners affiliates covering up to 2,000,000 shares.

Meteora is to buy up to this amount of shares and will be issued 2,000,000 shares less any amounts it purchases. In exchange, Meteora is to pay the deal parties half of a $1 million fee upfront and the other half once the SEC declares Prime Number’s registration statement effective.

The investor is nonetheless to be paid the equivalent of the redemption rate for its share purchases and will pay the combined company back for any share sales it makes subsequently at prices subject to a two-week VWAP reset with a $7 floor.

Meteora will also receive a cash payment for its participation equal to the value of 150,000 shares at the deal’s initial share price. Unless the FPA is terminated early, Meteora will repay the combined company $1 per share it still holds two years after the deal closes.

Prime Number I also revealed in the filing that its shareholders had redeemed 98.5% of its shares for cash as of August 11. The SPAC’s decision to shift the contribution amount for its past extension after the record date had already passed may have contributed to redemption decisions.

The SPAC’s remaining shareholders are heading into a vote tomorrow to approve its $1.3 billion merger with battery-maker Noco-Noco, which was announced in December 2022. Singapore-based Noco-Noco is developing carbon-zero EV batteries and lithium-ion separators.

In April, it announced it had signed a memorandum of understanding to work on a proof-of-concept for fuel cell and battery-powered buses for the Kyushu Sanko Group.