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                               July 7, 2023

       Dongfeng Wang
       Chief Executive Officer
       Prime Number Holding Limited
       1129 Northern Blvd., Suite 404
       Manhasset, NY 11030

                                                        Re: Prime Number
Holding Limited
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed June 21, 2023
                                                            File No. 333-271994

       Dear Dongfeng 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
1, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4 filed June 21,
2023

       General

   1.                                                   We note your revisions
in response to prior comment 1. Clause (iv) in the second
                                                        paragraph of the cover
page continues to indicate that rights will be issued by PubCo,
                                                        contrary to your
revisions. Please reconcile. If rights or shares "converted" from those
                                                        rights will be issued
in the transaction, ensure you fee table includes those securities. In
                                                        this regard, the fee
table you previously filed does not appear to include the shares you
                                                        mention in your
revisions. Please also explain what are the "corporate actions" that will
                                                        be taken to permit the
rights to be converted into shares of PubCo.
 Dongfeng Wang
FirstName   LastNameDongfeng
Prime Number    Holding LimitedWang
Comapany
July 7, 2023NamePrime Number Holding Limited
July 7,2 2023 Page 2
Page
FirstName LastName
Index of Financial Statements, page F-1

2.       We note that the audited financial statements of noco-noco Pte. Ltd.
are older than 12
         months. Please explain your consideration of Item 8.A.4 of Form 20-F
and the
         corresponding instructions which indicates that, in the case of an
initial public offering,
         audited financial statements should generally not be older than 12
months at the time of
         filing. Please note that audited financial statements not older than
15 months may be
         permitted if you are able to represent the following: The company is
not required to
         comply with the 12-month requirement for the age of financial
statements in any other
         jurisdiction outside the United States and complying with the 12-month
requirement is
         impracticable or involves undue hardship. If you meet the above
criteria, please provide a
         representation from management which indicates you meet the criteria
and file that
         representation as an exhibit to the amendment to this registration
statement. If you do not
         meet the criteria, please provide updated audited financial statements
and related
         disclosures.
Signatures, page II-6

3.       Please revise to include the second paragraph of text required on the
signatures page to
         Form F-4 and all required signatures.
       You may contact Andi Carpenter at (202) 551-3645 or Hugh West at (202)
551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at (202) 551-8337 or Geoffrey Kruczek at (202) 551-3641
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing
cc:      Arila Zhou