SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2022 | 3. Issuer Name and Ticker or Trading Symbol Prime Number Acquisition I Corp. [ PNAC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 1,732,732(1)(2) | I | See footnote(2) |
Class A Common Stock | 45,000(3) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. In connection with the closing of the initial public offering (the "Offering") of Prime Number Acquisition I Corp. (the "Issuer") and partial exercise of over-allotment option by underwriters on May 17, 2022, Dongfeng Wang, as the manager of Sponsor, is deemed to beneficially own 1,732,732 shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") held directly by Prime Number Acquisition LLC ("Sponsor"), including 1,383,700 shares acquired by Sponsor prior to the Offering (the "Founder Shares"), and 349,032 shares acquired by the Sponsor via a private placement that closed simultaneously with the consummation of the offering. |
2. Sponsor is the record holder of the shares reported herein. Dongfeng Wang is the manager of Sponsor. As such. Mr. Wang is deemed to have beneficial ownership of the shares of common stock held directly by Sponsor. |
3. Immediately prior to the consummation of the Offering, Mr. Wang acquired 45,000 Founder Shares from the Sponsor pursuant to a certain securities assignment agreement among Sponsor, Mr. Wang and other holders dated May 12, 2022. |
/s/ Dongfeng Wang | 05/26/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |