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                            February 17, 2022

       Dongfeng Wang
       Chief Executive Officer
       Prime Number Acquisition I Corp.
       1129 Northern Blvd., Suite 404
       Manhasset, NY 11030

                                                        Re: Prime Number
Acquisition I Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed February 1,
2022
                                                            File No. 333-262457

       Dear Mr. Wang:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
29, 2021 letter.

       Registration Statement on Form S-1

       Financial Statements
       Notes to Financial Statements, page F-6

   1.                                                   It appears that you
previously provided disclosures regarding your proposed offering and
                                                        private placement of
your common shares and your plans to pursue
                                                        a business combination.
Tell us why you believe these disclosures are no longer
                                                        necessary.
       General

   2.                                                   We note your risk
factor at page 56 and added disclosure at page 122 state that
                                                        your amended and
restated certificate of incorporation will contain an exclusive forum
 Dongfeng Wang
Prime Number Acquisition I Corp.
February 17, 2022
Page 2
       provision requiring that derivative actions be brought in the Court of
Chancery in the State
       of Delaware, with certain exceptions that include those claims arising
under the Securities
       Act, "as to which the federal district court for the District of
Delaware shall, to the fullest
       extent permitted by the applicable law, be the sole and exclusive
forum[]." However, we
       further note that Article XIII of your Form of Amended and Restated
Certificate of
       Incorporation states that, "to the fullest extent permitted by the
applicable law, the federal
       district courts of the United States of America for the District of
Delaware and the Court
       of Chancery of the State of Delaware shall have concurrent jurisdiction
for the resolution
       of any complaint asserting a cause of action arising under the
Securities Act of 1933."
       Please revise or advise.
3.     We note your response to prior comment three, that Prime Number Capital
LLC does not
       intend to and will not engage in market-making activities in the Company
  s securities.
       However, footnote 4 to your revised fee table still indicates an
additional indeterminate
       amount of securities are being registered solely for certain market
making transactions.
       Please revise or advise.
        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,
FirstName LastNameDongfeng Wang
                                                              Division of
Corporation Finance
Comapany NamePrime Number Acquisition I Corp.
                                                              Office of Energy
& Transportation
February 17, 2022 Page 2
cc:       Arila Zhou
FirstName LastName