Form 425 - Prospectuses and communications, business combinations

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 6, 2023

Date of Report (Date of earliest event reported)

Prime Number Acquisition I Corp

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41394

86-2378484

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1129 Northern Blvd, Suite 404

Manhasset, NY

11030

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 347-329-1575

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, on-half of one Warrant and one Right	PNACU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	PNAC	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	PNACW	The Nasdaq Stock Market LLC

Rights, each right exchangeable for on-eighth (1/8) of one share of Class A Common Stock at the closing of a business combination	PNACR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 7.01 REGULATION FD

As previously disclosed in a Current Report on Form 8-K filed with the SEC, on December 29, 2022, Prime Number Acquisition I Corp., a Delaware corporation (“we”, “us”, “our”, “PNAC” or the “Company”) entered into a Business Combination Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with Prime Number Merger Sub Inc. (“Merger Sub”), Delaware corporation established for the purpose to become a wholly-owned subsidiary of a newly incorporated exempted Cayman Islands company (“PubCo”), Noco-Noco Pte. Ltd. (“Noco-Noco”), a Singapore private company limited by shares, and certain shareholders of Noco-Noco collectively holding a controlling interest (together with other shareholders of Noco-Noco subsequently joining the transactions, the “Sellers”) entered into a Business Combination Agreement. Pursuant to the Business Combination Agreement, among other things, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into PNAC (the “Merger”), with PNAC surviving the Merger as a wholly owned subsidiary of PubCo. The Merger will become effective at such time on the date of the closing of the Merger (the “Merger Closing”) as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger (the “Merger Effective Time”). In addition, New SubCo, a Singapore private company limited by shares to be formed for the transaction, shall acquire the issued and outstanding shares of Noco-Noco from the Sellers; in exchange, PubCo shall issue to the shareholders of Noco-Noco the shares of PubCo (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Noco-Noco becoming a subsidiary of New SubCo. Upon the consummation of the Business Combination, PNAC will become a wholly-owned subsidiary of PubCo and Noco-Noco will be a subsidiary of PubCo with PubCo indirectly holding all or controlling equity interest in Noco-Noco, and the stockholders of PNAC and the Sellers would receive shares, par value $0.0001 per share, of PubCo (“PubCo Ordinary Shares”) as consideration and become the shareholders of PubCo. Following the Merger Effective Time, PubCo will change its name to “noco-noco Inc.” Prime Number Holding Limited, formed as the PubCo on December 28, 2022, and Prime Number New Sub Pte. Ltd., formed as New SubCo on January 25, 2023, joined as parties to the Business Combination Agreement on February 3, 2023. All such transactions contemplated by the Business Combination Agreement are hereby referred collectively as the “Business Combination.”

On May 19, 2023, the Company disclosed in a Current Report on Form 8-K of a copy of an investor presentation (the “Investor Presentation”) which contains certain information about PNAC and Noco-Noco, which will be used beginning May 19, 2023, in whole or in part, from time to time by executives of PNAC and/or Noco-Noco, in one or more potential meetings with investors and analysts. On July 6, 2023, the Company and Noco-Noco have revised the Investor Presentation, which will be used in future meetings with investors and analysts. A copy of the revised Investor Presentation is furnished hereto.

The information presented in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act or the Exchange Act.

All information in Exhibit 99.1 is presented as of the particular date or dates referenced therein, and neither the Company nor Noco-Noco undertakes any obligation to, and disclaims any duty to, update any of the information provided. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K certain contains forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to PNAC, Noco-Noco or PubCo. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the proposed business combination, the benefits and synergies of the proposed business combination, the markets in which Noco-Noco operates as well as any information concerning possible or assumed future results of operations of the combined company after the consummation of the proposed business combination, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of PNAC, Noco-Noco and PubCo believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of PNAC, Noco-Noco and PubCo caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. None of PNAC, Noco-Noco and PubCo can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from PNAC’s stockholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by PNAC’s public stockholders, costs related to the Business Combination, the impact of the global COVID-19 pandemic, the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties. There may be additional risks that none of PNAC, Noco-Noco and PubCo presently know or that PNAC, Noco-Noco or PubCo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by PNAC, Noco-Noco or PubCo, and their respective directors, officers or employees or any other person that PNAC, Noco-Noco or PubCo will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report on Form 8-K represent the views of PNAC, Noco-Noco or PubCo as of the date of this communication. Subsequent events and developments may cause those views to change. However, while PNAC, Noco-Noco and PubCo may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of PNAC, Noco-Noco or PubCo as of any date subsequent to the date of this communication.

Additional Information and Where to Find It

On May 17, 2023, a proxy statement/prospectus on Form F-4 (together with such subsequent amendments thereto, if any, the “F-4”) was filed publicly by the PubCo with the Securities and Exchange Commission in connection with the Business Combination. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. PNAC’s stockholders and other interested persons are advised to read the F-4 and the amendments thereto and other documents filed in connection with the Business Combination, as these materials will contain important information about Noco-Noco, PNAC, PubCo and the Business Combination. When available, the proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to stockholders of PNAC as of a record date to be established for voting on the Business Combination. Such stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the Securities and Exchange Commission (the “SEC”), without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to PNAC at its principal executive offices at c/o 1129 Northern Blvd, Suite 404, Manhasset, NY 11030, United States.

Participants in Solicitation

PNAC, Noco-Noco, PubCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of PNAC’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of PNAC’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus on Form F-4 to be filed with the SEC.

Safe Harbor Statement  

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of PNAC, the PubCo or Noco-Noco, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		July 2023 Investor Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Prime Number Acquisition I Corp.

Date: July 6, 2023	By:	/s/ Dongfeng Wang
	Name: Dongfeng Wang
	Title: Chief Executive Officer

Exhibit 99.1

2 Copyright © noconoco Pte. Ltd. All Rights Reserved. We are dedicated to simplifying the complexities of transitioning to a sustainable future . Through our innovative technologies, we offer cutting - edge solutions that address real challenges in decarbonization .

3 Copyright © noconoco Pte. Ltd. All Rights Reserved. 1. Confidentiality and Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist intereste d p arties in making their own evaluation with respect to an investment in connection with a potential business combination between NOCO - NOCO PTE. LTD., a Singapore private company li mited by shares (“noco - noco”) and Prime Number Acquisition I Corp. (“PNAC”) via PNAC’s acquisition entities that include Prime Number Holding Limited, an exemp ted company limited by shares incorporated under the laws of the Cayman Islands (“ PubCo ”), and related transactions (the “Potential Business Combination”) and for no other purpose. By accepting, reviewing or rea din g this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express p rio r written consent of PNAC and noco - noco, this Presentation and any information contained within it may not be ( i ) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of an investment in connection with the Potential Business Combination or (iv) provided to any other person, except your empl oye es and advisors with a need to know and who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written co mmunications by noco - noco, PNAC, or any of their advisors with other interested parties relating to the subject matter hereof. The information in this Presentation is highly confidential. The distribution of this Presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of this Presentation and any forwarding of a copy of this Presentation or any portion of this Presentation to any person is prohibited. The recipient of this Presentation shall keep this Presentation and its contents confidential and shall be requir ed to return or destroy all copies of this Presentation or portions thereof in its possession promptly following request for the return or destruction of such copies. By accepting deli ver y of this Presentation, the recipient is deemed to agree to the foregoing confidentiality requirements. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a sol icitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in con nec tion with the Potential Business Combination, an investment in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, is sua nce or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This P res entation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Ag reement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not invo lve a public offering. PubCo , PNAC and noco - noco reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. T he communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Disclaimer

4 Copyright © noconoco Pte. Ltd. All Rights Reserved. 2. Use of Data; Description of Key Partnerships No representations or warranties, express or implied are given in, or in respect of, this Presentation, and no person may rel y o n the information contained in this Presentation. To the fullest extent permitted by law, in no circumstances will noco - noco or PNAC or any of their respective subsidiaries, stockho lders, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequenti al loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in rel ati on thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sour ces as well as from research reports prepared for other purposes. Neither PNAC nor noco - noco has independently verified the data obtained from these sources and cannot assure you of the reasonableness of any assumptions used by these sources or the data’s accuracy or completeness. Any data on past performance or modeling contained her ein is not an indication as to future performance. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with PNAC, noco - noco or their respective representatives as investment, legal or tax advice. The Recipient should seek independent third pa rty legal, regulatory, accounting and/or tax advice regarding this Presentation. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of noco - noco, PubCo or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of noco - noco, PubCo and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. PubCo , PNAC and noco - noco assume no obligation to update the information in this Presentation. This Presentation contains descriptions of certain key business partnerships with noco - noco. These descriptions are based on noc o - noco management team’s discussions with such counterparties and the latest available information and estimates as of the date of this Presentation. In certain case, suc h descriptions are subject to negotiation and execution of definitive agreements with such counterparties which have not been completed as of the date of this Presentation . A dditional agreements with other key business partnerships may permit the counterparty to reduce or cancel any orders with noco - noco. As a result, the descriptions of key bus iness partners of noco - noco are subject to change.

5 Copyright © noconoco Pte. Ltd. All Rights Reserved. 3. Forward Looking Statements Certain statements included in this Presentation are not historical facts but are forward - looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally are accompanied by words such as “believe ,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and si milar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statem ent is not forward - looking. These forward - looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial and performan ce metrics and projections of market opportunity (including without limitation noco - noco’s ability to grow market share in its existing markets or any new markets it may enter, noco - noco’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows, and noco - noco’s ability to successfully execute on acquisitions, i ntegrate acquired businesses and to realize efficiencies or meet growth aspirations inherent in the decision to make a specific acquisition); (2) references with respect to the projected future financial performance of noco - noco (including without limitation noco - noco’s success in monetizing its technologies); (3) changes in the market for noco - noco’s services, and expansion plans and opportunities; (4) the projected technological developments of noco - noco (including without limitation noco - noco’s continued acc ess to certain licensed technologies and noco - noco’s success in collaborating with its third party research and development partners), (5) anticipated short - and long - te rm customer benefits; (6) current and future potential commercial and customer relationships; and (7) the ability to manufacture efficiently at scale. These statements ar e b ased on various assumptions, whether or not identified in this Presentation, and on the current expectations of noco - noco’s management and are not predictions of actual per formance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any inv est or as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and wil l differ from assumptions. Many actual events and circumstances are beyond the control of noco - noco, PubCo and PNAC. These forward - looking statements are subject to a number of risks and uncertainties, including: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to suc cessfully or timely consummate the Potential Business Combination, including the risk that any required stockholder, shareholders or regulatory approvals are not obtained , a re delayed or are subject to unanticipated conditions that could adversely affect the combined company; failure to realize the anticipated benefits of the Potential Bus ine ss Combination; risks relating to the uncertainty of the projected financial information with respect to noco - noco; noco - noco’s ability to successfully and timely develop and exp and its technology and products; competition (including without limitation in Singapore, Australia, and Papua New Guinea); noco - noco’s ability to purchase suffic ient supply of critical components incorporated into its product offerings; demand for noco - noco’s current and future offerings; the uncertain effects of the COVID - 19 pandemic; and those factors discussed in documents that are filed, or to be filed, by PNAC and PubCo with the U.S. Securities and Exchange Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither PNAC, PubCo nor noco - noco presently know or that PNAC, PubCo and noco - noco currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward looking statements reflect PNAC’s, PubCo’s and noco - noco’s expectations, plans or forecasts of future events and views as of the date of this Presentation. PNAC, PubCo and noco - noco anticipate that subsequent events and developments will cause their respective assessments to change. However, while PNAC, PubCo and noco - noco may elect to update these forward - looking statements at some point in the future, PNAC, PubCo and noco - noco specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing any of PubCo’s , PNAC’s and noco - noco’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking stat ements. 4. Trademarks PNAC, PubCo and noco - noco own or have rights to various trademarks, service marks and trade names that they use in connection with the oper ation of their respective businesses. This Presentation also contains trademarks, service marks, trade names and copyrights of third parties, which are th e property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and doe s n ot imply, a relationship with PubCo , PNAC or noco - noco, or an endorsement or sponsorship by or of PubCo , PNAC or noco - noco. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indic ate , in any way, that PubCo , PNAC, noco - noco, or the any third - party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.

6 Copyright © noconoco Pte. Ltd. All Rights Reserved. 5. Important Information for Investors and Stockholders The Potential Business Combination will be submitted to stockholders of PNAC for their consideration. PubCo , PNAC and noco - noco will prepare a registration statement on Form F - 4 (the “Registration Statement”) to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to PNAC’s stockholders in connection with PNAC’s solicitation for proxies for the vote by PNAC’s shareholders in connection with the Potential Business Co mbination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to noco - noco’s shareh olders in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and declared effective, PNAC will mail a defi nit ive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the Potential Business Combination. PNAC’s stoc kho lders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, t he definitive proxy statement/prospectus, in connection with PNAC’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other thi ngs, the Potential Business Combination, because these documents will contain important information about PubCo , PNAC, noco - noco and the Potential Business Combination. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Po tential Business Combination and other documents filed with the SEC, without charge, at the SEC’s website located at www.sec.gov. PNAC and noco - noco and their respective directors and executive officers, under SEC rules, may be deemed to be participants in t he solicitation of proxies of PNAC’s shareholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed i nfo rmation regarding the names and interests in the Potential Business Combination of PNAC’s directors and officers in the filings with the SEC. Information regarding the pe rso ns who may, under SEC rules, be deemed participants in the solicitation of proxies to PNAC’s shareholders in connection with the Potential Business Combination will be set forth in the proxy statement/prospectus for the Potential Business Combination. Stockholders, potential investors and other interested persons should read the proxy stat eme nt/prospectus carefully when it becomes available before making any voting or investment decisions. This Presentation is not a substitute for the registration statement or for any other document that PNAC may file with the SE C i n connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRET Y W HEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other doc ume nts filed with the SEC through the website maintained by the SEC at http://www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORI TY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRE SEN TATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 6. Financial Information. The noco - noco financial information and data contained in this Presentation may include unaudited information and thus not confo rm to SEC requirements (including Regulation S - X). Accordingly, such information and data may not be included in, may be adjusted in or ma y be presented differently in, any proxy statement or registration statement or prospectus to be filed by PubCo , PNAC or noco - noco with the SEC.

Copyright © noconoco Pte. Ltd. All Rights Reserved. The root of environmental problems Economic system of mass production and over consumption Rapid electrification boosts Lithium - Ion Batteries (LIB) demand, but overlooking the impact of extensive lithium mining, short - lived batteries, and carbon - intensive manufacturing continues to contribute to critical sustainability issues.

8 Copyright © noconoco Pte. Ltd. All Rights Reserved. Lithium - ion batteries: Life - cycle stages Source: https://afdc.energy.gov/files/u/publication/battery_secon d_life_faq.pdf At the end of 1 st life (e.g., in EVs), LIBs may have ~80% of usable energy capacity remaining There are still significant 2 nd life capabilities for stationary energy storage applications 1 st LIFE Original purpose for which a battery was produced For e.g. electric vehicles 2 nd LIFE Extended value though repurposing retired batteries For e.g. Stationary Energy Storage Systems (ESS) END OF LIFE Batteries depleted of all usable charge value and can be recycled

9 Copyright © noconoco Pte. Ltd. All Rights Reserved. x Increase total lifetime value of the battery x Share costs among 1 st & 2 nd users x Reduce GHG emissions by extending adoption x Improve the reliability, efficiency, and cleanliness of the grid by advancing the deployment of grid - connected storage x Create a more sustainable circular economy in how energy is stored and used Source: https://www.nrel.gov/transportation/battery - second - use.html Potential benefits of battery 2nd life use Environmental impacts of recycling LIBs after 2 nd life use: (vs after 1 st life use) Reduced Carbon Footprint Less Energy Needed Source: https://www.science.org/doi/10.1126/sciadv.abi7633 2 - 6% 8 - 17%

10 Copyright © noconoco Pte. Ltd. All Rights Reserved. Enhanced Battery Technologies x Longevity x Performance x Reliability Leasing Solutions x EV Leasing x Towards Carbon - neutral Leases x Upcycling – 2 nd Life Use Smart Battery Services x Interconnected x Energy Optimization x Data Services Carbon Credits x Environment and Social x Carbon Sequestration Pilot/Prototype stage 1 2 3 4 Development stage

11 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our battery technology Multi - layer Separator 3 - dimensional macroporous separator successfully developed and tested on normal sized battery The separator is an essential component in all LIB, Solid Electrolyte Batteries (SEB), and Lithium Metal Batteries (LMB) to prevent short circuits

13 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our battery technology Increased C - rates • High C - rates without damaging or shortening lifespan of battery • Suited for a ir mobility (commercial and military drones) Long Lifespan for 1 st & 2 nd Life Use • Doubles number of battery charging cycles Reliability • Reduces the formation of dendrites (cause short circuits) • Nail penetration t est for thermal stability and reliability * Results provided under lab testing conditions Use in High Temperature Environments • X - SEPA Œ combined with our h igh temperature - resistant electrolyte is expected to achieve charge - discharge cycle life of approx. 9,000 cycles when end - of - life is set at 60% capacity retention

14 Copyright © noconoco Pte. Ltd. All Rights Reserved. Extended lifespan (charge cycles) ■： 3DOM Separator ●： Conventional separator Enabling 1 st life (EV) and 2 nd life use (ESS) Capacity retention 3,300 7,300 Cycles ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 100% 80% 60% 0% ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 1 st life 2 nd life 2 nd life 1 st life Testing conditions: 25 o Celsius, @1C

15 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our battery technology Increased C - rates • High C - rates without damaging or shortening lifespan of battery • Suited for a ir mobility (commercial and military drones) Long Lifespan for 1 st & 2 nd Life Use • Doubles number of battery charging cycles Reliability • Reduces the formation of dendrites (cause short circuits) • Nail p enetration t est for thermal stability and reliability * Results provided under lab testing conditions Use in High Temperature Environments • X - SEPA Œ combined with our high temperature - resistant electrolyte is expected to achieve charge - discharge cycle life of approx. 9,000 cycles when end - of - life is set at 60% capacity retention

17 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our battery technology Increased C - rates • High C - rates without damaging or shortening lifespan of battery • Suited for a ir mobility (commercial and military drones) Long Lifespan for 1 st & 2 nd Life Use • Doubles number of battery charging cycles Reliability • Reduces the formation of dendrites (cause short circuits) • Nail penetration t est for thermal stability and reliability * Results provided under lab testing conditions Use in High Temperature Environments • X - SEPA Œ combined with our h igh temperature - resistant electrolyte is expected to achieve charge - discharge cycle life of approx. 9,000 cycles when end - of - life is set at 60% capacity retention

18 Copyright © noconoco Pte. Ltd. All Rights Reserved. X - SEPA æ 7,300 3,300 No. of cycles at 60 % capacity 25 o C 3,600 1,450 No. of cycles at 60 % capacity 45 o C Level 2 Level 4 Hazard classification by EUCAR* Increased C - rates Comparing our batteries (equipped with X - SEPA Œ developed by 3DOM Alliance) with conventional batteries in the market today Conventional Us Long - lasting , high - performing , and highly reliable batteries suited for optimized 1 st life use and efficient 2 nd life use * EUCAR European Council for Automotive R&D

19 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our battery technology Increased C - rates • High C - rates without damaging or shortening lifespan of battery • Suited for a ir mobility (commercial and military drones) Long Lifespan for 1 st and 2 nd Life Use • Doubles number of battery charging cycles Reliability • Reduces the formation of dendrites (cause short circuits) • Nail penetration t est for thermal stability and reliability * Results provided under lab testing conditions Use in High Temperature Environments • X - SEPA Œ combined with our high temperature - resistant electrolyte is expected to achieve charge - discharge cycle life of approx. 9,000 cycles when end - of - life is set at 60% capacity retention

20 Copyright © noconoco Pte. Ltd. All Rights Reserved. Excerpt from our press release www.noco - noco.com Source : https://noco - noco.com/lithium - ion - battery - using - 3dom - alliances - x - sepa - achieves - extended - lifespan - under - high - temperature - conditions - exceeding - conventional - battery - lifespan - at - normal - temperature/ Performance in high - temperature environments

21 Copyright © noconoco Pte. Ltd. All Rights Reserved. Enhanced Battery Technologies x Longevity x Performance x Reliability Leasing Solutions x EV Leasing x Towards Carbon - neutral Leases x Upcycling – 2 nd Life Use Smart Battery Services x Interconnected x Energy Optimization x Data Services Carbon Credits x Environment and Social x Carbon Sequestration Pilot/Prototype stage 1 2 3 4 Development stage

22 Copyright © noconoco Pte. Ltd. All Rights Reserved. Smart batteries for interconnected intelligence Interconnected battery networks for analyzing and processing battery data to eventually provide data services EVs running on batteries fitted with IoT devices that utilize a ‘mesh network’ to optimize energy usage and improve overall battery lifespan Currently under development, we plan to l everage our in - house battery management system (“BMS”) integrated with data process and mesh networking technologies to optimize energy usage of our battery products and to develop intelligent batteries . "

23 Copyright © noconoco Pte. Ltd. All Rights Reserved. Enhanced Battery Technologies x Longevity x Performance x Reliability Leasing Solutions x EV Leasing x Towards Carbon - neutral Leases x Upcycling – 2 nd Life Use Smart Battery Services x Interconnected x Energy Optimization x Data Services Carbon Credits x Environment and Social x Carbon Sequestration Pilot/Prototype stage 1 2 3 4 Development stage

24 Copyright © noconoco Pte. Ltd. All Rights Reserved. Our offerings We are an early - stage decarbonized energy solutions provider , with the technology and the IP to accelerate the global transformation to a carbon - neutral economy Aim to offer carbon - neutral Aim to develop , use, and trade Aim to provide Aim to form a valuable 1 2 3 4 to the commercial transportation industry battery and EV leasing services leasing of ESS for renewable power plants, power - grid stabilisation , and backup power smart battery infrastructure for collation of battery use data, data processing to optimize energy usage and battery life Batteries will be produced and owned by noco - noco carbon credits to further sustainability transitions

25 Copyright © noconoco Pte. Ltd. All Rights Reserved. Carbon - neutral battery and EV leasing service (B2B) A patented business model (an illustration) Battery leasing or BaaS Carbon credits* earned from EV charging are applied back to reduce C - footprint of lease lifecycle ( *depends on jurisdictions) + Business alliances Partnerships BaaS Australia Leasing services to fleet operators and/or EV leasing noco - noco batteries EV partners / charging stations Repurposed for 2 nd life CC Lease aggregation for securitization Intelligent battery networks (to be deployed) for data services Grid & residential ESS Recycled @ EOL

26 Copyright © noconoco Pte. Ltd. All Rights Reserved. Where we are now Future leasing projects MOU aiming to establish a joint venture in the Philippines for the purpose of carrying out a carbon - abated bus leasing business with EV Dynamics’ existing and new clients MOU moving on to advanced discussion with Assemblepoint aiming for a business alliance to promote the decarbonization of transportation in the Philippines

27 Copyright © noconoco Pte. Ltd. All Rights Reserved. Enhanced Battery Technologies x Longevity x Performance x Reliability Leasing Solutions x EV Leasing x Towards Carbon - neutral Leases x Upcycling – 2 nd Life Use Smart Battery Services x Interconnected x Energy Optimization x Data Services Carbon Credits x Environment and Social x Carbon Sequestration Pilot/Prototype stage 1 2 3 4 Development stage

28 Copyright © noconoco Pte. Ltd. All Rights Reserved. noco - noco Australia : Carbon abatement management b usiness Papua New Guinea Over 30 carbon abatement projects; Est ~159 m tons PNG carbon credits being developed Australia 6 carbon abatement projects; Est ~1.4m Australian Compliance Credits being developed Fiji Philippines Indonesia Future Carbon abatement projects 851.0 1,380.3 2,160.6 3,275.1 4,790.2 6,730.1 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2026E 2023E 2025E 2021 2022E 2024E Market Projections for Carbon Credits Source: Frost & Sullivan USD Billion o Carbon credit development o Sale and trading of carbon credits o Applying carbon credits to our batteries and EV leasing business Projects under development

29 Copyright © noconoco Pte. Ltd. All Rights Reserved. Management Director Teo Lai Wah Timothy Director Jean - François Minier Director Heizo Takenaka Mr . Takenaka is a retired politician and current Professor Emeritus at Keio University with a PhD in Economics . He previously served as Minister of State for various departments and holds several advisory and directorial positions . Mr . Teo is an experienced professional in risk management, having held senior positions in a top investment bank and other investment organizations . He currently serves as chairman of the Audit and Risk Committee of GuocoLand Ltd and as an independent director of several organizations, including School of the Arts and Pilgrim Asia Pte Ltd . Director and CEO Masataka Matsumura CFO Yoshinori Kurahashi Mr . Matsumura has e extensive entrepreneurial experience in design and branding . He was the creative director of a design and fashion brand company and was previously the representative director and the president of a Japanese fashion brand . Mr . Matsumura graduated from the American Intercontinental University London . Mr . Minier has approximately 30 years of experience in finance and strategic advisory . He's held management positions at various financial institutions and currently serves as Regional Director, APAC at Audere International and an Independent Director of Denki Kogyo in Japan . Mr . Kurahashi is a certified public accountant in Japan . He worked on accounting audit and internal control audit at Ernst & Young for 16 years . He graduated from the Waseda University Faculty of Commerce, Japan .

30 Copyright © noconoco Pte. Ltd. All Rights Reserved. Market potential Japan Thailand, Philippines, Singapore, Indonesia Australia EV and ESS projects Carbon credit projects Targeted markets for battery - based and carbon credits services India Papua New Guinea

31 Copyright © noconoco Pte. Ltd. All Rights Reserved. Global E2W / E4W leasing industry (Electric 2 - & 4 - wheeler) • E2W manufacturers may source lithium - ion batteries from leasing companies to save costs and gain benefits like faster time - to - market and improved production efficiency • This trend will boost the growth of the carbon - free leasing industry along with the E2W industry • The global E4W industry is growing despite supply chain disruptions, thanks to advancements in lithium - ion technology • Commercial E4Ws are driving this growth, as fleet management companies opt for leasing to reduce initial investment and improve return on capital • As customers recognize the benefits of carbon - free leasing programs, including lower vehicle costs and environmental benefits, the carbon - free leasing industry is also set to grow exponentially Market Size of Global E2W Industry by Sales Volume , 2021 - 2026E * Market Size of Global E4W Industry by Sales Volume, 2021 - 2026E * Source: Frost & Sullivan

32 Copyright © noconoco Pte. Ltd. All Rights Reserved. Global ESS leasing industry Market Size of Global ESS Battery Industry by Newly Installed Capacity on Energy Generation and Transmission Side, 2021 - 2026E * • ESS batteries are divided into two categories based on where energy is stored and its intended consumer: the energy generation & transmission side and the e nergy user side • Currently, the energy generation side dominates the market with over 80% market share and 13.8GWh newly installed in 2021 • The energy generation/transmission side is expected to see significant growth, reaching 271.2GWh by 2026 with a CAGR of 75.4% from 2021, making up 91.2% of the total market share • The ESS battery industry on the user side has two segments: residential and commercial/industrial (C&I) • In 2021, newly installed capacity for energy user ESS batteries reached 7.7GWh. It's expected to reach 239.2GWh by 2026, with a CAGR of 98.6% from 2021 • The carbon - free ESS battery leasing industry is still new, but with cost reductions by the cascade usage of EV batteries, it's set to grow alongside the ESS battery industry as a cheaper and more environmentally friendly option * Source: Frost & Sullivan Market Size of Global ESS Battery Industry by Newly Installed Capacity on Energy User Side, 2021 - 2026E *

33 Copyright © noconoco Pte. Ltd. All Rights Reserved. Financial statements NOCO - NOCO PTE. LTD BALANCE SHEETS (Amounts expressed in US dollars (“$”) except for numbers of shares) As of December 31, 2022 As of June 30, 2022 ASSETS Current assets 517,075 183,889 Non - current assets 320,423 55,532 Total assets $ 837,498 $ 239,421 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY Current liabilities 1,877,603 1,024,244 Non - current liabilities 124,918 - Total liabilities $ 2,002,521 $ 1,024,244 Shareholders’ deficit Total shareholders’ deficit $ (1,165,023) $ (784,823) Total liabilities and shareholder’s deficit $ 837,498 $ 239,421 NOCO - NOCO PTE. LTD STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Amounts expressed in US dollars (“$”) except for numbers of shares) For the six months ended December 31, 2022 (unaudited) For the year ended June 30, 2022 Operating expenses: Research and development - 137,412 Selling, general and administrative expenses 1,189,696 951,239 Total operating expenses 1,189,696 1,088,651 Total other income 35,045 11,828 Net loss $ 1,154,651 $ 1,076,823