If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g),
check the following box. ¨
The information required on the remainder of this cover shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 74168P107
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1 |
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Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prime Number Acquisition LLC (the “Sponsor”)
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2 |
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Check the appropriate box if a member of a group*
(a) ¨ (b) ¨
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3 |
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SEC use only
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4 |
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Source of funds*
OO
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5 |
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Check box if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e)
¨
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6 |
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Citizenship or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7 |
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Sole voting power
1,732,732 (1)
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8 |
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Shared voting power
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9 |
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Sole dispositive voting power
1,732,732 (1)
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10 |
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Shared dispositive power
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11 |
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Aggregate amount beneficially owned by each reporting person
1,732,732 (1)
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12 |
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Check box if the aggregate amount in row (11) excludes certain shares*
¨
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13 |
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Percent of class represented by amount in row (11)
20.48%
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14 |
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Type of reporting person*
CO
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| (1) | It includes (i) 1,383,700
shares of Class A Common Stock (the “Founder Shares”) acquired by the Sponsor prior to the initial public offering (the
“Offering”) of Prime Number Acquisition I Corp. (the “Issuer”) and (ii) 349,032 shares of Class A Common
Stock acquired by the Sponsor via a private placement closed simultaneously with the consummation of the Offering. |
SCHEDULE 13D
CUSIP No. 74168P107
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1 |
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Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dongfeng Wang
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2 |
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Check the appropriate box if a member of a group*
(a) ¨ (b) ¨
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3 |
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SEC use only
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Source of funds*
OO
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5 |
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Check box if disclosure of legal proceedings is required pursuant to
Item 2(d) or 2(e)
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6 |
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Citizenship or place of organization
Hong Kong SAR, PRC
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7 |
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Sole voting power
1,777,732 (2)
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8 |
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Shared voting power
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9 |
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Sole dispositive voting power
1,777,732 (2)
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10 |
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Shared dispositive power
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11 |
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Aggregate amount beneficially owned by each reporting person
1,777,732(2) |
12 |
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Check box if the aggregate amount in row (11) excludes certain shares*
¨
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13 |
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Percent of class represented by amount in row (11)
21.01%
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14 |
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Type of reporting person*
IN
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| (2) | Dongfeng Wang is the manager of the Sponsor. As such. Mr. Wang is deemed
to have beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor. He is deemed to beneficially own 1,732,732
shares of Class A Common Stock held directly by the Sponsor and directly owns 45,000 Founder Shares acquired from the Sponsor pursuant
to a certain securities assignment agreement among the Sponsor, Mr. Wang and other holders dated May 12, 2022. |
SCHEDULE 13D
CUSIP No. 74168P107
This statement relates (the “Schedule 13D”) to the
Class A Common Stock, par value $0.001 (the “Class A Common Stock”), issued by Prime Number Acquisition I Corp.
(the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to
such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
| Item
1. | Security
and Issuer. |
Securities acquired: Class A Common Stock, $0.0001 par value.
| Issuer: | Prime
Number Acquisition I Corp. |
1129 Northern Blvd., Suite 404, Manhasset, NY,
11030
| Item
2. | Identity
and Background. |
(a) This statement is filed by Prime Number Acquisition LLC, a Delaware
limited liability company (the “Sponsor”) and Dongfeng Wang (“Mr. Wang”, with Sponsor, the “Reporting
Persons”). The Reporting Persons are the holders of record of approximately 21.01% of the Issuer’s outstanding Common
Stock based on the number of Class A Common Stock outstanding as of May 26, 2022.
(b) The principal business address of Sponsor is 1129 Northern Blvd.,
Suite 404, Manhasset, NY, 11030. The principal business address of Mr. Wang is 1129 Northern Blvd., Suite 404, Manhasset, NY, 11030.
(c) Sponsor is a sponsor of the Issuer and primarily involved in investment.
Mr. Wang is the manager of Sponsor.
(d) During the past five years, none of the Reporting Persons or to
the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons or to
the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation
with respect to such laws.
(f) The Sponsor is a limited liability company incorporated in the
State of Delaware. The Citizenship of Mr. Wang is the Hong Kong Special Administrative Region, People’s Republic of China.
| Item
3. | Source
and Amount of Funds or Other Consideration. |
The information set forth in Items 4 and 5 of this Schedule 13D are
hereby incorporated by reference into this Item 3.
SCHEDULE 13D
CUSIP No. 74168P107
| Item
4. | Purpose
of Transaction. |
On April 7, 2021, the Sponsor acquired 1,357,000
shares of Class B common stock. On May 28, 2021, the Sponsor surrendered 271,400 shares of Class B common stock without
any consideration. On December 22, 2021, the Issuer effected a 1.5 for 1 stock split of its Class B common stock resulting the
Sponsor holding 1,628,400 shares of Class B common stock. On December 28, 2021, the Sposnor converted its shares of Class B
common stock into 1, 628, 400 shares of Class A common stock on a one-for-one basis (up to 225,000 shares of which are subject to
forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised). As a result, the Sponsor acquired
1,628,400 shares of Class A common stock for an aggregate purchase price of $23,600 (the “Founder Shares”).
On May 17, 2022, simultaneous with the closing of the Offering, the
Sponsor purchased 349,032 shares of Class A Common Stock from the Issuer at $10.00 per share for a total purchase price of $3,490,320.
On the same day, the representatives of the underwriters of the Offering, Prime Number Capital, LLC and WestPark Capital, Inc. (the “Representatives”),
decided to partially exercise their over-allotment options for 450,000 units.
On May 23, 2022, the Representatives decided to forfeit the remaining,
unexercised 450,000 units for over-allotment options. As a result, the Sponsor forfeited 106,200 Founder Shares.
Depending on prevailing market, economic and other
conditions, the Reporting Persons may from time to time acquire additional shares of Class A Common Stock or engage in discussions with
the Issuer concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by means of open-market purchases,
privately negotiated transactions, direct acquisitions from the Issuer or otherwise.
Except as set forth in this Item 4, none of the
Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to,
if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
The Reporting Persons may, at any time and from
time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of
the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item
5. | Interest
in Securities of the Issuer. |
(a) The responses to Items 7 - 13 of the cover
pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of common stock beneficially or directly
owned by the Reporting Persons is based upon a total of 9,041,892 shares of Class A Common Stock outstanding as of May 17, 2022. The Reporting
Persons collectively beneficially own 1,777,732 shares of Class A Common Stock, representing approximately 21.01% issued and outstanding
shares of common stock (including Class A Common Stock and Class B Common Stock on as converted basis).
(b) The responses to Items 7 - 13 of the cover
pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 1,777,732 shares
of Class A Common Stock, representing approximately 21.01% issued and outstanding shares of common stock.
(c) Other than the disposition of the shares as
reported in this Schedule 13D, no actions in the common stock were effected during the past sixty (60) days by the Reporting Persons.
(d) N/A
(e) N/A
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Items 4 of this Schedule 13D are hereby
incorporated by reference into this Item 6.
SCHEDULE 13D
CUSIP No. 74168P107
| Item
7. | Materials
to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following
to the end of the section:
Exhibit
No. |
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Description |
7.1 |
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Joint Filing
Agreement, dated May 26, 2022. |
10.1 |
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Securities Purchase
Agreement between the registrant and Prime Number Acquisition LLC dated April 7, 2021. |
10.2 |
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Securities Purchase
Agreement between the registrant and Glorious Capital LLC dated April 7, 2021. |
10.3 |
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Surrender Agreement, by
and among the Registrant, Prime Number Acquisition LLC and Glorious Capital LLC dated May 28, 2021. |
10.4 |
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Private Placement Share
Purchase Agreement between the Registrant and the founders dated May 12, 2022. |
10.5 |
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Securities Assignment Agreement
among the Sponsor, Mr. Wang and others dated May 12, 2022 |
SCHEDULE 13D
CUSIP No. 74168P107
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete and correct.
Date: May 26, 2022
Prime Number Acquisition LLC |
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By: |
/s/ Dongfeng Wang |
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Dongfeng Wang |
Name: |
Dongfeng Wang |
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Dongfeng Wang |
Title: |
Manager and Sole Member |
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