United States securities and exchange commission logo
June 29, 2021
Dongfeng Wang
Chief Executive Officer
Prime Number Acquisition I Corp.
1129 Northern Blvd., Suite 404
Manhasset, NY 11030
Re: Prime Number
Acquisition I Corp.
Draft Registration
Statement on Form S-1
Submitted June 4,
2021
CIK No. 0001858180
Dear Mr. Wang:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted June 4, 2021
Our Acquisition Process, page 5
1. Please expand your
disclosure here to clarify any differences in the types of initial
business combination
opportunities that you expect to pursue from those your founders or
their affiliates may be
required to present to future founders affiliates or third
parties before
presenting such opportunities to the company. In this regard, we note that
your "sponsor A," Prime
Number Acquisition LLC, is managed by Dongfeng Wang, your
Chairman and Chief
Executive Officer; and that your founders and affiliates also appear to
target investment
opportunities in the technology sector.
Dongfeng Wang
FirstName LastNameDongfeng Wang
Prime Number Acquisition I Corp.
Comapany
June NamePrime Number Acquisition I Corp.
29, 2021
June 29,
Page 2 2021 Page 2
FirstName LastName
General
2. It appears that Prime Number Capital LLC may be affiliated with the
Company through
Prime Number Acquisition LLC. We note that Mr. Dongfeng Wang is the
managing
member of Prime Number Acquisition LLC. Please revise your risk factor
section to
describe the attendant risks due to the affiliation or advise.
3. Footnote 5 to your registration statement fee table states that you
are registering an
additional indeterminate amount of securities to be offered solely for
certain market
making transactions, by an affiliate of the Registrant. Please tell us
whether Prime
Number Capital LLC intends to make a market in any of your securities
and advise
whether you will include the alternate pages for the market-making
prospectus.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Arila Zhou