Exhibit 4.5


 





	NUMBER 	SPECIMEN RIGHTS CERTIFICATE


 


PRIME NUMBER ACQUISITION I CORP.


INCORPORATED UNDER THE LAWS OF DELAWARE


RIGHT


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP [●]


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a right or rights
(the “Right”) to automatically receive one-eighth of one share of Class A common stock, $0.0001 par value (“Class
A Common Stock”), of Prime Number Acquisition I Corp. (the “Company”) for each Right evidenced
by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating
to the Company’s initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant
to the Rights Agreement between the Company and VStock Transfer, LLC, as Rights Agent. In no event will the Company be required to net
cash settle any Right.


 


Upon liquidation of the Company in the event an
initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum
and Certificate of Incorporation , the Right shall expire and be worthless. The holder of a Right shall have no right or interest of any
kind in the Company’s trust account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and
evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without
charge except for any applicable tax or other governmental charge. The Company shall not issue fractional share upon exchange of Rights.
The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).


 


The Company and the Rights Agent may deem and
treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes,
and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered holder
to any of the rights of a stockholder of the Company.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	CHIEF FINANCIAL OFFICER


 


	 	 	 



 






     


     


    

 


	VStock Transfer, LLC, as Rights 

Agent	 	 


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM – as tenants in common	UNIF GIFT MIN ACT - __________ Custodian __________
	TEN ENT – as tenants by the entireties	(Cust) (Minor)
	JT TEN – as joint tenants with right of survivorship	under Uniform Gifts to Minors
	and not as tenants in common	Act __________
	 	(State)


 


Additional Abbreviations may also be used though
not in the above list.


	


 


Prime Number Acquisition
I Corp. 


 


The Company will furnish without
charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the memorandum
and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of
Class A Common Stock (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


 


IDENTIFYING NUMBER OF ASSIGNEE


 


	 	 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


	 	 
	 	 
	 	 


 


	 	 
	Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint	 



 






     


     


    

 


	 	 
	Attorney to transfer said rights on the books of the within named Company will full power of substitution in the premises.	 


 


Dated _____________________


 


	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed:


	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


The holder of this certificate shall have no right
or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).