SPACInsider Logo
Prime Number Acquisition I Corp. (PNAC) Throws Sand in Investors’ Gears
by Kristi Marvin on 2023-05-10 at 3:20pm

Prime Number Acquisition I Corp. (Nasdaq: PNAC) has set in motion today another reason to rile up SPAC investors over extension votes. However, unfortunately, this time investors are hamstrung with being able to do anything about it and it’s unclear if this was by design or simply a mistake.

By way of background, PNAC previously filed an extension proxy to extend its deadline to November 17, 2022 with a proposed contribution to trust of $0.06 per share for each of the six months it would like to extend.  Subsequent to that filing, PNAC changed the contribution to $0.045 per share per month with a record date of April 17th.

Today, PNAC filed an 8-K and a press release with further amendments to the contribution to trust. The amended contribution will now be either $100,000 for all remaining public shares or $0.045 per remaining public share for each Monthly Extension. However, the $100,000 amount is not exactly a concrete number since the press release mentions a value of $125,000, whereas the 8-K states $100,000. This will obviously need to be cleared up.

But, the real issue is that the record date for the shareholder vote was not amended as well and remains April 17, 2023. Why is that important? Well, it means that the terms where changed after the record date was set and any investors who bought shares in PNAC after the record date, which was nearly four weeks ago, now do not have the ability to vote on the change to the contribution. If the investor does not like it, and we’ve seen investors increasingly flex their muscles this year at shareholder votes if they do not like the terms, they no longer have the ability to vote it down.

To be clear, an investor can still redeem their shares for the current cash-per-share value held in trust, but this feels a little like changing the rules of the game while the game is still playing. Going forward, investors will be extremely wary buying any SPACs after the record date is set if it means terms can still be in flux.

It is unclear why the company did not amend the record date, but it could be an oversight in addition to the mismatched values of $100,000 and $125,000 in today’s 8-K and press release. Or, if you want to go a little darker, it could be an attempt to exclude new shareholders from voting on the amended contribution terms.

Regardless, PNAC heads to an extension vote on Monday, May 15th, less than a week away, which is an awfully close enough amount of time to be making changes to terms.  However, there needs to be at least 10 days between Record Date and Vote Date, so perhaps this is why the Record Date was not changed this time around since their deadline is May 17th.  But in that case, the terms should probably not have changed to begin with.

Stay tuned to see if any further changes are made.


Recent Posts
by Marlena Haddad on 2023-06-01 at 5:33pm

Latest SPAC Liquidations: JAWS Hurricane JAWS Hurricane Acquisition Corporation (HCNE) to Liquidate on June 16 JAWS Hurricane Acquisition Corporation (Nasdaq: HCNE) today announced that its board of directors has determined not to proceed with a proposal to extend its corporate existence. As such, the Board has determined to cancel the special meeting of its stockholders,...

by Marlena Haddad on 2023-06-01 at 5:26pm

Jupiter Wellness Acquisition Corp. (NASDAQ:JWAC) announced this afternoon that it has completed its combination with Chinese carmaker Chijet. The deal was already approved by shareholders at a special meeting held on May 2, but at that time, the SPAC did not provide a timeline for the closing of the transaction. Although redemption numbers have still not...

by Nicholas Alan Clayton on 2023-06-01 at 2:41pm

The advent of summer is bringing nine lock-up expirations for de-SPAC’d companies and 10 on the sponsor side. The first change is to come for the sponsor of European Biotech Acquisition Corp., which closed its combination with Swiss pharma firm Oculis SA (NASDAQ:OCS) just three months ago. The sponsor is getting flexibility at a good...

by Marlena Haddad on 2023-06-01 at 11:34am

Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Lucid to raise $3B in a common stock offering from Saudi owners, Betsy Cohen says SPACs will make a comeback, and SatixFy makes another leadership change  Lucid Raising $3 Billion With More Money From...

by Kristi Marvin on 2023-06-01 at 9:36am

An article on Bloomberg yesterday announced what many in SPAC Land have been wondering after UBS acquired Credit Suisse – where was Niron Stabinsky, the Head of SPACs at Credit Suisse, going to land? The answer is Banco Santander SA, in what appears to be a massive lift of most (or nearly all) of Credit...

Privacy Policy|Terms Of Use
Copyright © 2023 SPACInsider, Inc. All Rights Reserved