Noco-Noco (Prime Number Acquisition I) ^{Priced, Nasdaq: NCNC}

We are a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a target business will likely span many industries and regions around the world. Our efforts are not limited to a particular industry, although we intend to focus our search in the technology-enable financial sectors or related industries. We are also not limited to geographic region for purposes of consummating an initial business combination, but we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). A majority of our management including officers and directors are located outside of China and we expect them to travel and conduct business outside of China during our search for target companies as needed. We have not selected any potential business combination target or initiated any substantive discussions, directly or indirectly, with any potential business combination prospects. While we intend to undertake a search process, our ability to locate a potential target is subject to the uncertainties discussed elsewhere in this prospectus.