RE: WARRANT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND VSTOCK TRANSFER, LLC (THE "WARRANT AGENT") DATED MAY 12, 2022 (THE "WARRANT AGREEMENT")
Exhibit 4.8
Agreed Form
Prime Number Acquisition I Corp. (the “Company”)
0000 Xxxxxxxx Xxxx., Xxxxx 000
Manhasset, NY 11030
Prime Number Holding Limited (the “PubCo”)
0000 Xxxxxxxx Xxxx., Xxxxx 000
Manhasset, NY 11030
BY MAIL
VStock Transfer, LLC
00 Xxxxxxxxx Xxxxx,
Woodmere, NY 11598
Attn: Chief Executive Officer
[*], 2023
RE: WARRANT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND VSTOCK TRANSFER, LLC (THE "WARRANT AGENT") DATED MAY 12, 2022 (THE "WARRANT AGREEMENT")
On December [ ], 2022, Prime Number Acquisition I Corp. (the “Company”), Prime Number Holding Limited, a Cayman Islands exempted company limited by shares ( “PubCo”), Prime Number Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo (“Merger Sub”), [ ]1, a Singapore private company limited by shares and a direct wholly-owned Subsidiary of PubCo (“New SubCo”), NOCO-NOCO PTE. LTD., a Singapore private company limited by shares, with its Unique Entity Number being 201924194K (“Target”), and certain shareholders of Target entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which (a) the Company shall merge with and into Merger Sub, with the Company continuing as the surviving entity (the “Merger”), as a result of which, (i) the Company shall become a wholly-owned subsidiary of PubCo and (ii) all of the issued and outstanding securities of the Company immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of PubCo, and (b) New SubCo shall acquire all of the issued and outstanding Target Ordinary Shares from the shareholders of Target, and in exchange, PubCo shall issue to the selling shareholders of Target certain ordinary shares of PubCo, in each case, upon the terms and subject to the conditions set forth in the BCA and in accordance with applicable laws (the “Share Exchange”).
Terms defined in the Warrant Agreement shall have the same meaning in this notice unless the context otherwise requires.
In accordance with Sections 4.5 of the Warrant Agreement, and pursuant to the terms of the Business Combination Agreement, we hereby give you notice that with effect from completion of the Merger, the Warrants (as defined in the Warrant Agreement) shall be exercisable, pursuant to the terms of the Warrant Agreement, for ordinary shares of PubCo ("PubCo Ordinary Shares"), on the basis that each Warrant shall give the holder the right to purchase from PubCo one PubCo Ordinary Share for a Warrant Price of $11.50 per share.
1 NTD: To insert New SubCo name
| Yours sincerely | |
| Xxxxxxxx Xxxx | |
| Director | |
| For and on behalf of | |
| Prime Number Acquisition I Corp. | |
| Xxxxxxxx Xxxx | |
| Director | |
| For and on behalf of | |
| Prime Number Holding Limited |
Copies:
Xxxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
New York, NY 10017
| Attention: | Xxxxx X. Xxxx |
| Email: | xxxxx@xx.xxx |
Sidley Austin LLP
39/F, Two Int'l Finance Centre
Central, Hong Kong
| Attention: | Raymond Oh |
| Email: | xxx@xxxxxx.xxx |
