Prime Number Acquisition I Corp.
May 9, 2022
Via Edgar
Ms. Liz Packebusch
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
| Re: | Prime Number Acquisition I Corp. |
Amendment No. 2 to the Registration Statement Filed: May 4, 2022 | |
| File No. 333-262457 | |
Dear Ms. Packebusch:
This letter is in response to an oral comment we received on May 9, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Prime Number Acquisition I Corp. (the “Company,” “we,” and “our”). The Staff asks the Company to disclose a risk in enforceability of civil liability to the extent that any member of management is not located in the United States.
We hereby respectfully advise the Staff that all of our officers, directors and director nominees are located in the United States.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila E. Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.
Very truly yours,
| By: | /s/ Dongfeng Wang | ||
| Dongfeng Wang Chief Executive Officer | |||
Arila E. Zhou, Esq.
Robinson & Cole LLP