Veea Inc 10-Q for FY2023 Q3
Veea Inc. (VEEA)
About this 10-Q
Veea Inc filed this 10-Q on November 22, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $4.61M
- compared with net income of $2.49M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
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As of November 20, 2023,
PLUM ACQUISITION CORP. I
Quarterly Report on Form 10-Q
Table of Contents
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PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
PLUM ACQUISITION CORP. I
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| unaudited | ||||||||
| ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investments held in Trust Account | ||||||||
| Debt discount | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to related party | ||||||||
| Convertible promissory note – related party | ||||||||
| Promissory Note – related party | ||||||||
| Subscription liability | ||||||||
| Total current liabilities | ||||||||
| Warrant liabilities | ||||||||
| Deferred underwriting commissions liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||||||||
| Class A Ordinary shares subject to possible redemption, | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preference shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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PLUM ACQUISITION CORP. I
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Formation and operating expenses | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Change in fair value of subscription liability | ( | ) | ||||||||||||||
| Change in fair value of Forward Purchase Agreement | ||||||||||||||||
| Issuance of Forward Purchase Agreement | ( | ) | ||||||||||||||
| Reduction of deferred underwriter fee payable | ||||||||||||||||
| Interest Expense – Debt Discount | ( | ) | ( | ) | ||||||||||||
| Interest income – trust account | ||||||||||||||||
| Total other (expense) income | ( | ) | ||||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||||||||||||||
| $ | ( | ) | $ | $ | ( | ) | $ | |||||||||
| Weighted average shares outstanding, Class A ordinary shares | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | |||||||||||
| Weighted average shares outstanding, Class B ordinary shares | ||||||||||||||||
| $ | ( | ) | $ | $ | ( | ) | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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PLUM ACQUISITION CORP. I
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Reduction of deferred underwriter fees | — | — | ||||||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Conversion of Class B shares to Class A shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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PLUM ACQUISITION CORP. I
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( | ) | ( | ) | ||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Reduction of deferred underwriter fees | ( | ) | ||||||
| Issuance of Forward Purchase Agreement | ||||||||
| Change in fair value of Forward Purchase Agreement | ( | ) | ||||||
| Change in fair value of subscription liability | ( | ) | ||||||
| Interest expense – debt discount | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ||||||||
| Due to related party | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Extension payment deposit in Trust | ( | ) | ||||||
| Cash withdraw from Trust Account for redemptions | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from the subscription liability | ||||||||
| Redemption from Trust Account for ordinary shares | ( | ) | ||||||
| Proceeds from promissory note – related party | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net Change in Cash | ||||||||
| Cash – Beginning of period | ||||||||
| Cash – End of period | $ | $ | ||||||
| Non-Cash investing and financing activities: | ||||||||
| Accretion of Class A ordinary shares subject to possible redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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PLUM ACQUISITION CORP. I
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(Unaudited)
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Plum Acquisition Corp. I (the “Company” or “Plum”) was incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments in the Company’s Trust account and will recognize changes in the fair value of the warrant liabilities as other income (expense).
The Company’s Sponsor is Plum Partners,
LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared
effective on March 15, 2021 (the “Effective Date”). On March 18, 2021, the Company consummated the initial public
offering (the “Public Offering” or “IPO”) of
Simultaneously with the closing of the IPO,
the Company consummated the sale of
The Company granted the underwriter a
The underwriter partially exercised
the over-allotment option on April 14, 2021 and purchased
A total of $
5
Following the closing of
the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over-allotment option, $
The Company will provide shareholders (the
“Public Shareholders”) of its Class A ordinary shares, par value $
These Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company receives the approval of an ordinary resolution.
The Company will have to December 18, 2023, or until June 18,
2024, if elected to extend the Termination Date up to nine times by an additional one month each time, to complete an initial Business
Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
if any (less up to $
Extraordinary General Meeting and Redemption of Shares
On March 15,
2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum
and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which Plum has
to consummate a business combination (the “Articles Extension”) from March 18, 2023 (the “Original
Termination Date”) to June 18, 2023 (the “Articles Extension Date”) and to allow Plum, without another
shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to
nine times by an additional one month each time after the Articles Extension Date, by resolution of Plum’s board of
directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until
March 18, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of Plum’s
initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (2) to
amend the Articles to eliminate from the Articles the limitation that Plum may not redeem Class A ordinary shares to the extent
that such redemption would result in Plum having net tangible assets (as determined in accordance with Rule 3a 51-1(g)(1)of the
Securities Exchange Act of 1934, as amended) of less than $
6
In connection with the vote to approve the
Extension Amendment Proposal, the holders of
The Sponsor, officers and directors have
agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect
to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended
and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation
to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business
Combination or to redeem
On September 13, 2023, Plum held an Extraordinary
General Meeting of its Shareholders (“September Shareholder Meeting”) (1) to amend the Articles to extend Articles Extension
Termination Date from the Articles Extension Date to December 18, 2023 (the “Second Articles Extension Date”) and to allow
the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly
basis for up to six times by an additional one month each time after the Second Articles Extension Date, by resolution of the Company’s
board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until
June 18, 2024, or a total of up to nine months after the Termination Date, unless the closing of the Company’s initial business
combination shall have occurred prior to such date (the “Second Extension Amendment Proposal”) and (2) to authorize a reduction
in the funds held in the Trust Account to an amount equal to $
In connection with the vote to approve the Second
Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B Ordinary Shares, voluntarily elected to convert all Class
B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum and Articles of Association (the
“Class B Conversion”) and (ii) the holders of
Liquidity, Capital Resources, and Going Concern
The Company’s liquidity needs up to
March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $
As of September 30, 2023, the Company had
$
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
7
Further, management has determined that if the Company is unable to complete a Business Combination by December 18, 2023 or by June 18, 2024 if the Board of Directors adopts resolutions, upon request of the Sponsor, to extend the Termination Date up to nine times by an additional one month each time (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 17, 2023, which contains the audited financial statements and notes thereto. The interim results for the period ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
The accompanying unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the initial Business Combination, namely Plum SPAC I Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), and Plum SPAC 2 Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II”). All inter-company accounts and transactions are eliminated in consolidation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
8
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the subscription and forward purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.
Investments Held in Trust Account
At September 30, 2023 and December 31,
2022, funds held in the Trust Account include $
Convertible Promissory Note
The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal
depository insurance coverage of $
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.
9
| Ordinary shares subject to possible redemption, December 31, 2022 | $ | |||
| Less: | ||||
| Redemptions of ordinary shares | ( | ) | ||
| Plus: | ||||
| Accretion adjustment of carrying value to redemption value | ||||
| Ordinary shares subject to possible redemption, September 30, 2023 | $ |
Offering Costs
The Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to shareholders’ deficit or the consolidated statements of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets.
Warrant Liabilities
The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.
The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (See Note 6).
Forward Purchase Agreement
The Company evaluated the forward purchase
agreement (“FPA”) to determine if such instrument is a derivative or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each
reporting period. The
10
On June 15, 2023, the Company received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”), that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination of the Business Combination Agreement, the FPA was also terminated.
Subscription Agreement
On March 16, 2023, the Company entered
into a subscription agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”)
and the Sponsor (collectively, the “Parties”), the purpose of which is for the Sponsor to raise up to $
On July 14, 2023, the Company entered into
an amended and restated subscription agreement (“A&R Subscription Agreement”) with Polar Multi-Strategy Master Fund (the
“Investor”) and Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”),
which amends and restates the Subscription Agreement. The purpose of the A&R Subscription Agreement remains for the Sponsor to raise
up to $
On July 25, 2023, the Company entered into
a second subscription agreement (“Second Subscription Agreement”) with the Investor and Sponsor, the purpose of which is for
the Sponsor to raise up to $
The Company recorded the fair value of the subscription liability on the consolidated balance sheets and the related expense on its consolidated statements of operations. The initial fair value of the subscription liability was estimated using a probability weighted expected return model (Note 7).
Fair Value Measurements
FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
| Level 1 — | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
| Level 2 — | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
| Level 3 — | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
11
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income Per Ordinary Share
The Company complies with accounting and
disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred
to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of
shares. The potential
| For the three months ended September 30, 2023 | For the nine months ended September 30, 2023 | |||||||||||||||||||||||
| Class A | Class A | |||||||||||||||||||||||
| ordinary share | ordinary share | |||||||||||||||||||||||
| subject | subject | |||||||||||||||||||||||
| to possible | to possible | |||||||||||||||||||||||
| redemption | Class A | Class B | redemption | Class A | Class B | |||||||||||||||||||
| Numerator | ||||||||||||||||||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Denominator | ||||||||||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
Recent Accounting Standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
On March 18, 2021, the Company sold
On April 14, 2021, the Company sold
an additional
All of the
The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit.
12
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of
The Private Placement Warrants have terms
and provisions that are identical to those of the warrants sold as part of the units in the IPO. The Private Placement Warrants (including
the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable
until
If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On January 13, 2021, the Sponsor paid
$
The Sponsor and the Company’s directors
and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) year
after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the
closing price of our Class A ordinary shares equals or exceeds $
Promissory Note — Related Party
On January 13, 2021, the Sponsor agreed
to loan the Company up to $
On March 16, 2023, Plum issued an unsecured
promissory note in the total principal amount of up to $
13
Working Capital Loans
In addition, in order to finance transaction
costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors, and third parties have committed to loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account
released to it. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside
the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Up to $
On January 31, 2022, the Company issued
an unsecured promissory note (the “Note”) in the principal amount of $
On July 11, 2022, the Company issued
an unsecured promissory note (the “Second Note”) in the principal amount of $
The Note and Second Note are reported at cost in the unaudited condensed consolidated financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial.
In connection with the Subscription Agreements
(as described below), the Company issued unsecured promissory notes (“Convertible Promissory Notes”), dated as of March 17,
2023, and July 25, 2023, in the principal amount of up to $
Subscription Agreement
On March 16, 2023, the Sponsor
entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the Sponsor an aggregate of $
14
Subsequently, on May 23, 2023,
Investor agreed to pay the Sponsor an aggregate of $
On July 14, 2023, the Company entered
into an amended and restated subscription agreement (“A&R Subscription Agreement”) with Polar Multi-Strategy Master Fund
(the “Investor”) and Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”),
which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose of the A&R Subscription
Agreement remains for the Sponsor to raise up to $
On July 25, 2023, the Company entered
into a second subscription agreement (“Second Subscription Agreement”) with the Investor and Sponsor, the purpose of which
is for the Sponsor to raise up to $
Subsequently, Investor agreed to pay
the Sponsor an aggregate of $
The Sponsor subsequently advanced these funds to the Company for working capital purposes during the Articles Extension.
Administrative Support Agreement
The Company will pay the Sponsor or
an affiliate of the Sponsor $
NOTE 6 — WARRANTS
The Public Warrants will become exercisable
at $
The Company has agreed that as soon
as practicable, but in no event later than
15
In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Redemption of Warrants When the
Price per Class A Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at
a price of $ |
| ● | upon
not less than |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
| ● | in whole and not in part; |
| ● | at
$ |
| ● | if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
| ● | if
the closing price of the Class A ordinary shares for any |
In addition, if (x) the Company
issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of the initial Business Combination at an issue price or effective issue price of less than $
16
NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS
Investments Held in Trust Account
As of September 30, 2023 and
December 31, 2022, the investments in the Company’s Trust Account consisted of $
Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets.
Recurring Fair Value Measurements
The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. For the three and nine months ended September 30, 2023, there were no transfers amongst level 1, 2, and 3 values during the period. At December 31, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively.
The fair value of the subscription liability was
$
The FPA liability is measured at fair
value using a probability weighted expected return model based on future projections of various potential outcomes. The FPA liability
is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination notice from Sakuu,
that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination
of the Business Combination Agreement, the FPA was also terminated. As of September 30, 2023 and December 31, 2022 there was
The conversion feature of the Convertible Promissory Notes is measured at fair value using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory Notes was as of September 30, 2023.
17
| September 30, 2023 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account—U.S. Money Market | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Public warrant liability | ||||||||||||||||
| Private warrant liability | ||||||||||||||||
| Subscription liability | ||||||||||||||||
| Sponsor loan conversion option | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account—U.S. Money Market | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Public warrant liability | ||||||||||||||||
| Private warrant liability | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Forward Purchase Agreement Liability
The estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the estimated term.
On June 15, 2023, the Company
received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2,
2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of September 30, 2023 and
December 31, 2022 there was
| FPA | ||||
| Fair value as of January 1, 2023 | $ | |||
| Issuance of FPA liability | ||||
| Change in fair value | ||||
| Fair value as of March 31, 2023 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value as of June 30, 2023 and September 30, 2023 | $ | |||
The changes in the fair value of the
forward purchase agreement liability for the three and nine month ended September 30, 2023 are $
Subscription Liability
The estimated fair value of the subscription liability on March 17, 2023 (initial measurement), May 23, 2023, July 14, 2023 and July 25, 2023 are determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. Management also estimated whether a business combination would be completed. The subscription liability is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the actual simulated term using the following U.S. Treasury rates and using the linearly interpolated treasury rates between quoted terms.
18
| March 17, | May 23, | July 14, | July 25, | September 30, | ||||||||||||||||
| 2023 | 2023 | 2023 | 2023 | 2023 | ||||||||||||||||
| Restricted term | ||||||||||||||||||||
| Risk free rate | % | % | % | % | % | |||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
| Stock price | $ | $ | $ | $ | $ | |||||||||||||||
| Strike price | $ | $ | $ | $ | $ | |||||||||||||||
| Term of debt conversion | ||||||||||||||||||||
| Probability of business combination | % | % | % | % | % | |||||||||||||||
The following table presents the changes in the fair value of the subscription purchase agreement (“SPA”) liability:
| SPA | ||||
| Fair value as of December 31, 2022 | $ | |||
| Issuance of subscription liability | ||||
| Change in fair value | ||||
| Fair value as of March 31, 2023 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value as of June 30, 2023 | $ | |||
| Issuance of subscription liability | ||||
| Change in fair value | ||||
| Fair value as of September 30, 2023 | $ | |||
The changes in the fair value of the subscription purchase agreement
liability for the three and nine months ended September 30, 2023 are ($
NOTE 8 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares,
Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital
Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on
the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration
and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, as described
in Note 5, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying
such warrants,
Underwriting Agreement
The Company granted the underwriter a
On March 18, 2021, the Company
paid the underwriter’s fee of $
19
In addition, the Underwriting Agreement
provides $
Waiver of Deferred Underwriting Discount
On January 16, 2023, Goldman Sachs, the underwriter of the Company’s
initial public offering, waived any entitlement it had to its deferred underwriting discount in the amount of $
Service Provider Agreements
From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.
Business Combination Agreement
On March 2, 2023, the Company entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time and including the transactions contemplated thereby, collectively, the “Business Combination Agreement”), by and among the Company, Sakuu Corporation, a Delaware corporation (the “Sakuu”), Merger Sub I, and Merger Sub II. The Business Combination Agreement was terminated on June 14, 2023.
Subscription Agreement
As disclosed in the definitive proxy
statement filed by the Company on February 24, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting
of shareholders (the “Shareholder Meeting”), the Sponsor agreed that if the Extension Amendment Proposal (as defined below)
is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will deposit into the Trust
Account the lesser of (A) $
In addition, in the event that the
Company has not consummated an initial business combination by the Articles Extension Date (defined below), without approval of the Company’s
public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance
notice prior to the applicable Termination Date (as defined below), extend the Termination Date up to nine times, each by one additional month
(for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the
Trust Account for each such monthly extension, the lesser of (A) $
Accordingly, on March 16, 2023,
the Company entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”)
and the Sponsor (collectively, the “Parties”), the purpose of which is for the Sponsor to raise up to $
| (a) | from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”). The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”); |
20
| (b) | in
consideration of the Capital Calls, Sponsor will transfer |
| (c) | each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement; |
| (d) | any
amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company
to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days
of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under
the Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination Closing
to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of |
| (e) | on
the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor
in connection with the Subscription Agreement not to exceed $ |
On July 14, 2023, the Company
entered into an amended and restated subscription agreement (“A&R Subscription Agreement”) with Polar Multi-Strategy Master
Fund (the “Investor”) and Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”),
which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose of the A&R Subscription
Agreement remains for the Sponsor to raise up to $
| (a) | from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”). The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”); |
| (b) | in
consideration of the Capital Calls, Sponsor will transfer (i) |
| (c) | each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement; |
21
| (d) | any
amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company
to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days
of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under
the A&R Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination
Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of |
| (e) | on
the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor
in connection with the A&R Subscription Agreement not to exceed $ |
| (f) | an
amount that is up to $ |
On July 25, 2023, the Company
entered into a subscription agreement (“Second Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”)
and Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”), the purpose
of which is for the Sponsor to raise up to $
| (a) | from
time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment
pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”).
The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require
a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”). An amount of
up to $ |
| (b) | in consideration of the Capital Calls, Sponsor will transfer 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”). The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation to the Business Combination; |
| (c) | each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under the Second Subscription Agreement; |
| (d) | any
amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company
to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days
of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under
the Second Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination
Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of |
| (e) | on
the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor
in connection with the Second Subscription Agreement not to exceed $ |
22
In connection with the Second Subscription
Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in the principal amount of up to $
On July 14, 2023 and August 16,
2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination,
on each occasion by one month, from July 18, 2023 to September 18, 2023. As a result, the Sponsor deposited $
On September 15, 2023, the Company made a deposit
of $
Forward Purchase Agreement
Prior to the execution of the Business
Combination Agreement, the Company and Polar Multi-Strategy Master Fund (“Polar”) entered into a letter agreement dated March 1,
2023 (the “Forward Purchase Agreement”), pursuant to which Polar will purchase (either in the open market, or from the Company)
up to
Seller has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination.
The Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward Purchase Agreement) purchased by Polar (collectively, such amount, the “Prepayment Amount”), to Polar.
At the maturity of the Forward Purchase
Agreement, which will be one year from the Closing unless accelerated or deferred (but up to two years) by Seller, the Company
will repurchase the Public and Private Shares then held by Seller for a price equal to the Redemption Price plus $
On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated.
Release Agreement
On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“Target”), pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and Restated Non-Binding Term Sheet, dated as of June 22, 2022 (“Term Sheet”), and related Term Sheet Extension Letter Agreements, dated July 18, 2022, July 22, 2022, August 1, 2022, and August 8, 2022.
NOTE 9 — SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue
23
Class A Ordinary Shares —
The Company is authorized to issue a total of
Class B Ordinary Shares —
The Company is authorized to issue a total of
The Class B ordinary shares will
automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have
redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business
Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the
number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis,
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
As approved by its stockholders at the extraordinary general meeting (the “EGM”), the “Company filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) on October 25, 2023, which (i) extended the date by which the Company has to consummate a business combination to December 18, 2023 and (ii) allowed the Company, without another shareholder vote, to elect to extend the Termination Date (as defined in the Proxy Statement) to consummate a business combination on a monthly basis for up to six times by an additional one month each time after December 18, 2023 (or such shorter period as necessary to comply with applicable listing requirements), by resolution of the Company’s board of directors, if requested by Plum Partners, LLC, and upon five days advance notice prior to the applicable termination date, until June 18, 2024, or a total of up to nine months after September 18, 2023, unless the closing of a business combination shall have occurred prior thereto.
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An aggregate of
On October 18, 2023, the parties to the A&R
Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement, in which the parties amended the consideration
of a Capital Call made pursuant to the A&R Subscription Agreement to the following: (a)
On October 18, 2023, the parties to the Second Subscription Agreement
entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s
Capital Commitment that may be called subject to the Second Subscription Agreement to $
On November 16, 2023, the Company entered into
a subscription agreement (“Fourth Subscription Agreement”) with Palmeira Investment Limited (the “Investor”) and
Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”), the purpose of
which is for the Sponsor to raise up to $
In connection with the Second Fourth Subscription
Agreement, the Company issued an unsecured promissory note, dated as of November 12, 2023, in the principal amount of up to $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Plum Acquisition Corp. I. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Plum Partners, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to consummate an initial business combination using cash from the proceeds of our Public Offering (the “Public Offering”) that closed on March 18, 2021 (the “Closing Date”) and the Private Placement, and from additional issuances of, if any, our equity and our debt, or a combination of cash, equity and debt.
Recent Developments
On June 15, 2023, we received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”), that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, by and among Plum, Sakuu, Plum SPAC 1 Merger Sub, Inc. and Plum SPAC 2 Merger Sub, LLC (the “Business Combination Agreement”) and (b) in light of the termination of the Business Combination Agreement, Plum’s Board of Directors determined that it will not extend the deadline for Plum to consummate a business combination beyond June 18, 2023 and proceed to liquidate and dissolve Plum as soon as practicable in accordance with Plum’s Charter.
Subsequent we were approached with an opportunity to explore a business combination with another operating company. our Board of Directors promptly met and discussed the merits of this opportunity, and thereafter decided to extend the deadline to consummate a business combination transaction for another month beyond June 18, 2023, to provide us with an additional thirty (30) days to properly investigate and evaluate this and other opportunities for a business combination transaction. Accordingly, we will now have until June 18, 2024 to consummate a business combination transaction.
Results of Operations
For the three months ended September 30, 2023, we had a loss from operations of $353,372. In addition to the loss from operations, we recognized other expense $4,252,471 consisting of an unrealized loss on our warrant liabilities of $334,975, change in fair value of SPA of $2,079,310, interest expense – debt discount of $2,467,496 offset by interest earned on cash held in the Trust Account of $626,310.
For the three months ended September 30, 2022, we had a loss from operations of $633,050. In addition to the loss from operations, we recognized other income of $3,118,342 consisting of an unrealized gain on our warrant liabilities of $1,674,871 and interest earned on cash held in the Trust Account of $1,443,471.
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For the nine months ended September 30, 2023, we had a loss from operations of $2,085,609. In addition to the loss from operations, we recognized other income $1,035,971 consisting of change in fair value of SPA of $557,645, change in fair value of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474 and interest earned on cash held in the Trust Account of $4,344,597 offset by an unrealized loss on our warrant liabilities of $379,216, issuance of FPA of $308,114 and interest expense – debt discount of $3,815,529.
For the nine months ended September 30, 2022, we had a loss from operations of $2,686,622. In addition to the loss from operations, we recognized other income of $10,422,422 consisting of an unrealized gain on our warrant liabilities of $8,499,501 and interest earned on cash held in the Trust Account of $1,922,921.
Through September 30, 2023, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value of our warrant liabilities had no impact on cash. As of September 30, 2023, $35,096,667 was held in the Trust Account, cash outside of Trust Account of $92,722 and $3,976,694 accounts payable and accrued expenses.
Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of our initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing of the IPO (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if we have not consummated a Business Combination within the Combination Period, subject to applicable law.
Liquidity, Capital Resources and Going Concern
As of September 30, 2023, we had cash outside our Trust Account of $92,722, available for working capital needs. We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
In March and April 2021, we sold 31,921,634 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $319,216,340. In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62.
Additionally, we sold 6,256,218 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,384,327. Following the sale of our Units and the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed in the Trust Account. We incurred $18,336,269 in Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370 of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statements of operations and $17,771,568 included in temporary equity.
On January 31, 2022, the Company issued an unsecured promissory note (the “Dinsdale Note”) in the principal amount of $500,000 to Mike Dinsdale. The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination. The Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the Dinsdale Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Mr. Dinsdale shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Dinsdale Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately due and payable. The Dinsdale Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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On July 11, 2022, the Company issued an unsecured promissory note (the “Burns Note”) in the principal amount of $500,000 to Ursula Burns. The Burns Note does not bear interest and is repayable in full upon consummation of a Business Combination. Up to fifty percent (50%) of the principal of the Burns Note may be drawn down from time to time at the Company’s option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note may be drawn down from time to time at the Company’s option after August 25, 2022, in each case in increments of not less than $50,000. If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, Ms. Burns shall have the option, but not the obligation, to convert the principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.
On March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Roy Note”) to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 14, 2023. The Roy Note does not bear interest and matures upon the consummation of the Company’s initial business combination with one or more businesses or entities. In the event the Company does not consummate a business combination, the Roy Note will be repaid upon the Company’s liquidation only from amounts remaining outside of the Company’s trust account, if any. The Roy Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming immediately due and payable.
As of September 30, 2023, we had investments held in the Trust Account of $35,096,667 (including $9,039,899 of income) consisting of money market funds.
For nine months ended September 30, 2023, cash used in operating activities was $709,623. Net loss of $1,049,638 which consisted of change in fair value of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, change in fair value of SPA of $557,645, and interest earned on cash held in the Trust Account of $4,344,597, was primarily offset by an unrealized loss on our warrant liabilities of $379,216, issuance of FPA of $308,114, interest expense – debt discount of $3,815,529 and other operational activities including amounts due to related party of $1,375,986.
For nine months ended September 30, 2022, cash used in operating activities was $748,365. Net income of $7,735,800 was primarily offset by an unrealized gain on our warrant liabilities of $8,499,501 and interest earned on cash held in the Trust Account of $1,922,921. Other operational activities including amounts due to related party generated $1,938,257.
We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Further, our Sponsor, officers and directors or their respective affiliates have committed to loan us funds as may be required (the “Working Capital Loans”). If we complete a business combination, we will repay the Working Capital Loans. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As of September 30, 2023, $1,000,000 Working Capital Loans have been issued (Note 5).
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In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Further, management has determined that if the Company is unable to complete a Business Combination by December 18, 2023, or June 18, 2024 if elected to extend the Termination Date up to nine times by an additional one month each time (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Critical Accounting Estimates
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Warrant Liabilities
We account for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the statements of operations. We account for the Public and Private warrants in accordance with guidance contained in ASC815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
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Convertible Promissory Note
The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the condensed statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.
Redeemable Shares of Class A Ordinary shares
All of the 31,921,634 shares of Class A ordinary shares included in the Units sold as part of the Public Offering contain a redemption feature as described in the prospectus for the Public Offering. In accordance with FASB ASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Charter provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.
Net Income Per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods.
Recent accounting standards
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023 due to the material weakness in our internal controls during the year ended 2022 over accounting and reporting complex financial instruments including the proper classification of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, and under accrual of liabilities. These material weaknesses in our internal controls have not been remediated as of September 30, 2023. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Regarding the restatement to the September 30, 2021 quarterly financial statements included in the Company’s Form 10-Q, as filed with the SEC on November 22, 2021, the change in fair value of warrants on the Company’s condensed statement of operations for the three months ended September 30 2021 and for the period from January 11, 2021 (inception) to September 30 2021 and warrant liability on the Company’s condensed balance sheet as of September 30, 2021 were misstated. The Company restated its financial statements in an amendment to the Q3 Form 10-Q. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as filed with the SEC on June 4, 2021 and August 16, 2021, respectively, as well as the Company’s balance sheet included on the Company’s Form 8-K, as filed with the SEC on March 24, 2021, certain redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. The Company restated its financial statements to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. It is noted that the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents or total assets. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the three months ended September 30, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on April 17, 2023. As of the date of this Report, there have been no material changes to the risk factors disclosed in such Annual Report on Form 10-K and our Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022. We may disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
The disclosure set forth under Part II, Item 5 regarding the potential issuances of private placement warrants under the unsecured promissory note and shares in satisfaction of the Business Combination Payment is incorporated herein by reference. Such securities were offered and may be issued in reliance on Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement, in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following: (a) 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and (c) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”).
On October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second Subscription Agreement to $750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and (c) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”).
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In connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, effective as of October 18, 2023, in the principal amount of up to $340,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. The note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering and is convertible into private placement warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor.
On October 18, 2023, the Company entered into a subscription agreement (“Third Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and Plum Partners, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”), the purpose of which is for the Sponsor to raise up to $340,000 from the Investor to fund the Extension (defined below) and to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the Third Subscription Agreement, the Parties agreed,
| (a) | from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”). The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”). An amount of up to $200,000 of the Investor’s Capital Commitment was deemed the subject of a Capital Call concurrently with the execution of the Third Subscription Agreement, and an amount that is up to the balance of the Investor’s Capital Commitment may be called upon the filing of a registration statement by the SPAC or the surviving entity in relation to the business combination. |
| (b) | in consideration of the Capital Calls, Sponsor will transfer 0.9 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”). The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation to the Business Combination; |
| (c) | each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment. In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under the Third Subscription Agreement; |
| (d) | any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Third Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the Third Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation; and |
| (e) | on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Third Subscription Agreement not to exceed $5,000. |
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Item 6. Exhibits.
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
| (1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2023. |
| (2) | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on July 18, 2023. |
| (3) | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on July 26, 2023. |
| (4) | Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on July 26, 2023. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 22nd day of November 2023.
| Plum Acquisition Corp. I | ||
| By: | /s/ Michael Dinsdale | |
| Name: | Michael Dinsdale | |
| Title: | Chief Financial Officer | |
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Exhibit 10.4
Amendment No. 1 to the Amended and Restated Subscription Agreement
Reference is made to the Amended and Restated Subscription Agreement dated July 14, 2023 (“A&R Agreement”) between (i) Polar Multi-Strategy Master Fund (“the Investor”), (ii) Plum Acquisition Corp I., (“SPAC”), and (ii) Plum Partners LLC, (“Sponsor”). This amendment agreement (this “Amendment”) is made as of the 18th day of October, 2023 and constitutes the first amendment to the A&R Agreement. Investor, SPAC and Sponsor are referred to in this Amendment individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties hereto wish to update and amend the A&R Agreement pursuant to the terms of this Amendment.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Existing Terms of A&R Agreement. Unless otherwise defined in this Amendment, capitalized terms shall have the meaning given to them in the A&R Agreement. Except as set forth in Section 2 of this Amendment, the A&R Agreement will remain in full force and effect and as from the date hereof, references in the A&R Agreement to “this Agreement”, “hereunder”, “herein” and like terms or to any provision of the A&R Agreement shall be construed as a reference to the A&R Agreement, or such provision, as amended, modified and restated by this Amendment. In the event of a conflict or inconsistency between the terms of the A&R Agreement and the terms contained in Section 2 of this Amendment, the terms contained in Section 2 of this Amendment shall control. |
| 2. | Amendments to the A&R Agreement. With effect on and from the date hereof, the Parties agree that Section 2.2 of the A&R Agreement is deleted in its entirety and replaced with the following: |
“2.2 Subscription. In consideration of the Capital Call(s) made hereunder, Sponsor will promptly transfer to the Investor (or its permitted transferees), no later than two (2) business days following the closing of the Initial Business Combination:
| (i) | 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement (defined below) and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; |
| (ii) | 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and |
| (iii) | 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”). |
The Initial Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). Except as stated above or imposed by applicable securities law, the $12.50 Shares and/or the $15 Shares shall not be subject to any transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies. The Subscription Shares shall promptly be registered pursuant to the first registration statement filed by the SPAC or the surviving entity in relation to the business combination, which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC Closing. Notwithstanding anything in this Amendment or other agreement to the contrary, Investor shall be released with respect to the Subscription Shares from any transfer, lockup, or earn-out restrictions to the same extent as any other holder of Founder Shares are released from such restrictions. The Sponsor and SPAC covenant and agree to facilitate the transfer to Investor in accordance with the foregoing.”
| 3. | Miscellaneous. This Amendment shall enure to the benefit of the Parties hereto and their respective successors and assigns. This Amendment supersedes any prior contract, agreement, indenture, instrument, commitment, negotiations and discussions of the parties in respect of the subject matter hereof. No waiver of this Amendment shall be binding unless executed in writing by the party to be bound thereby and no such waiver shall extend to anything other than the specific subject matter thereof. |
| 4. | Counterparts. This Amendment may be executed and delivered in counterparts, including counterparts by electronic mail, DocuSign or scanned PDF via email transmission, each of which shall be deemed an original and which, when taken together, shall constitute one and the same document. |
| 5. | Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. |
[signature page follows]
2
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.
| SPAC: | ||
| PLUM ACQUISITION CORP I | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| SPONSOR: | ||
| PLUM PARTNERS LLC | ||
| By: | /s/ Kaniska Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| INVESTOR: | ||
| POLAR MULTI-STRATEGY FUND by its | ||
| investment advisor | ||
| Polar Asset Management Partners Inc. | ||
| By: | /s/ Michelle Li | |
| Name: | Michaelle Li | |
| Title: | Director, OCOO | |
| By: | /s/ Kirstie Moore | |
| Name: | Kirstie Moore | |
| Title: | Legal Counsel | |
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Exhibit 10.5
Amendment No. 1 to the Subscription Agreement
Reference is made to the Subscription Agreement dated July 25, 2023 (“Subscription Agreement”) between (i) Polar Multi-Strategy Master Fund (“the Investor”), (ii) Plum Acquisition Corp I., (“SPAC”), and (ii) Plum Partners LLC, (“Sponsor”). This amendment agreement (this “Amendment”) is made as of the 18th day of October, 2023 and constitutes the first amendment to the Subscription Agreement. Investor, SPAC and Sponsor are referred to in this Amendment individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties hereto wish to update and amend the Subscription Agreement pursuant to the terms of this Amendment.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Existing Terms of Subscription Agreement. Unless otherwise defined in this Amendment, capitalized terms shall have the meaning given to them in the Subscription Agreement. Except as set forth in Section 2 of this Amendment, the Subscription Agreement will remain in full force and effect and as from the date hereof, references in the Subscription Agreement to “this Agreement”, “hereunder”, “herein” and like terms or to any provision of the Subscription Agreement shall be construed as a reference to the Subscription Agreement, or such provision, as amended, modified and restated by this Amendment. In the event of a conflict or inconsistency between the terms of the A&R Agreement and the terms contained in Section 2 of this Amendment, the terms contained in Section 2 of this Amendment shall control. |
| 2. | Amendments to the Subscription Agreement. With effect on and from the date hereof, the Parties agree that: |
| a. | Notwithstanding anything in the Subscription Agreement to the contrary, the total amount of the Investor Capital Commitment that may be called subject to the Subscription Agreement is $750,000. |
| b. | The last two sentences of Section 1.1 are deleted in their entirety and replaced with the following: |
“An amount of up to $750,000 of the Investor’s Capital Commitment shall be deemed the subject of a Capital Call concurrently with the execution hereof (without regard to any notice period). No additional amounts may be called pursuant to this Agreement.”
| c. | Section 1.2 of the Subscription Agreement is deleted in its entirety and replaced with the following: |
| 2.2 | Subscription. In consideration of the Capital Call(s) made hereunder, Sponsor will promptly transfer to the Investor (or its permitted transferees), no later than two (2) business days following the closing of the Initial Business Combination: |
| i. | 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement (defined below) and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; |
| ii. | 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and |
| iii. | 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”). |
The Initial Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). Except as stated above or imposed by applicable securities law, the $12.50 Shares and/or the $15 Shares shall not be subject to any transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies. The Subscription Shares shall promptly be registered pursuant to the first registration statement filed by the SPAC or the surviving entity in relation to the business combination, which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC Closing. Notwithstanding anything in this Amendment or other agreement to the contrary, Investor shall be released with respect to the Subscription Shares from any transfer, lockup, or earn-out restrictions to the same extent as any other holder of Founder Shares are released from such restrictions. The Sponsor and SPAC covenant and agree to facilitate the transfer to Investor in accordance with the foregoing.
| 3. | Miscellaneous. This Amendment shall enure to the benefit of the Parties hereto and their respective successors and assigns. This Amendment supersedes any prior contract, agreement, indenture, instrument, commitment, negotiations and discussions of the parties in respect of the subject matter hereof. No waiver of this Amendment shall be binding unless executed in writing by the party to be bound thereby and no such waiver shall extend to anything other than the specific subject matter thereof. |
| 4. | Counterparts. This Amendment may be executed and delivered in counterparts, including counterparts by electronic mail, DocuSign or scanned PDF via email transmission, each of which shall be deemed an original and which, when taken together, shall constitute one and the same document. |
| 5. | Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. |
[signature page follows]
2
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.
SPAC: PLUM ACQUISITION CORP I | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
SPONSOR: PLUM PARTNERS LLC | ||
| By: | /s/ Kaniska Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
INVESTOR: POLAR MULTI-STRATEGY FUND by its | ||
investment advisor Polar Asset Management Partners Inc. | ||
| By: | /s/ Michelle Li | |
| Name: | Michaelle Li | |
| Title: | Director, OCOO | |
| By: | /s/ Kirstie Moore | |
| Name: | Kirstie Moore | |
| Title: | Legal Counsel | |
[signature page follows]
3
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above.
| SPAC: | ||
| PLUM ACQUISITION CORP I | ||
| By: | ||
| Name: | ||
| Title: | ||
SPONSOR: PLUM PARTNERS LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
INVESTOR: POLAR MULTI-STRATEGY FUND by its | ||
investment advisor | ||
| By: | ||
| Name: | ||
| Title: | ||
4
Exhibit 10.6
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of October 18, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Plum Acquisition Corp I., a Cayman Islands exempt company (“SPAC”) and Plum Partners LLC, a Cayman Islands exempted limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
WHEREAS, SPAC is a special purpose acquisition company that closed on its initial public offering on March 18, 2021, with 24 months to complete an initial business combination (a “De-SPAC”);
WHEREAS, SPAC held a Special Meeting during which SPAC’s shareholders voted to approve a proposal to extend the date by which the SPAC must consummate the De-SPAC from March 18, 2023 to March 18, 2024 (the “Extension”);
WHEREAS, the Sponsor currently holds SPAC Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior to SPAC’s initial public offering (the “Founder Shares”)
WHEREAS, as of the date of this Agreement, SPAC has not completed a De-SPAC; and
WHEREAS, Sponsor is seeking to raise up to $340,000 to fund the Extension and to provide working capital to the SPAC.
WHEREAS, pursuant to the terms and conditions of this Agreement, Investor has agreed to fund $340,000 (such amount, as adjusted in accordance with Section 1.3, being the “Investor Capital Contribution”).
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows.
ARTICLE I
SUBSCRIPTION AND DE-SPAC PAYMENT
| 1.1 | Capital Calls. From time to time, the SPAC will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the SPAC’s Memorandum and Articles of Association (each a “Drawdown Request”). On at least five (5) calendar days’ prior written notice (“Capital Notice”), the Sponsor may require a drawdown against the Investor’s Capital Contribution in order to meet the Sponsor’s commitment to the SPAC under a Drawdown Request (each a “Capital Call”) subject to the following conditions: |
| 1.1.1 | The Capital Notice to the Investor shall include (i) the total amount requested by the SPAC under the Drawdown Request and (ii) the amount being called from the Investor. |
| 1.1.2 | The aggregate amount of the Capital Calls shall not exceed the Investor Capital Contribution. |
| 1.1.3 | A Capital Call of up to $200,000 of the Investor Capital Contribution may be called by the Sponsor upon the provision of evidence (satisfactory to the Investor) that the SPAC and/or Sponsor has entered into a letter of intent with Veea, Inc; and |
| 1.1.4 | a Capital Call of the remaining balance of the Investor’s Capital Commitment may be called by the Sponsor upon the filing of a registration statement by the SPAC or the surviving entity in relation to the business combination with Veea, Inc. |
| 1.2 | Subscription. In consideration of the Capital Call(s) made hereunder, Sponsor will transfer 0.9 share of Class A Common Stock for each dollar the Investor funds pursuant to the Capital Call(s) hereunder (the “Subscription Shares”) to the Investor at the closing of a De-SPAC transaction (the “De-SPAC Closing”). The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock- up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the SPAC or the surviving entity in relation to the business combination, which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC Closing. Notwithstanding anything in this Agreement or the Letter Agreement to the contrary, Investor shall be released with respect to the Subscription Shares from any transfer or lock-up restrictions under the Letter Agreement or the Registration Rights Agreement to the same extent as any other holder of Founder Shares are released from such restrictions. Sponsor and SPAC agree to use reasonable best efforts to amend the terms of the Subscription Shares such that they are not subject to any lock-up period. |
| 1.3 | Sponsor Commitment Rights. Each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”). For the avoidance of doubt, nothing in this Agreement shall limit the ability of the SPAC or the Sponsor to enter into other agreements with each other or with other parties which shall provide for funding of the SPAC (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests. |
| 1.4 | De-SPAC Payment. Any amounts funded by the Sponsor to the SPAC under a Drawdown Request shall not accrue interest and shall be promptly repaid by the SPAC to the Sponsor upon the De- SPAC Closing. Following receipt of such sums from the SPAC, and in any event within 5 business days of the De-SPAC Closing, the Sponsor or SPAC shall pay to the Investor, an amount equal to all Capital Calls funded under this Agreement (the “De-SPAC Payment”). The SPAC and Sponsor are jointly and severally obligated to make the De-SPAC Payment to the Investor. The Investor may elect at the De-SPAC Closing to receive such De-SPAC Payment in cash or shares of Class A Common Stock at a rate of 1 Class A Common Stock for each $10 of the Capital Calls funded under this Agreement. If the SPAC liquidates without consummating a De-SPAC, any amounts remaining in the Sponsor or SPAC’s cash accounts, not including the SPAC’s trust account, will be paid to the Investor within five (5) days of the liquidation. |
| 1.5 | Default. In the event that Sponsor or SPAC defaults in its obligations under Section 1.2 or 1.4 of this Agreement and in the event that such default continues for a period of five (5) business days following written notice to the Sponsor and SPAC (the “Default Date”), Sponsor shall immediately transfer to Investor a number of shares of SPAC Common Stock owned by the Sponsor (the “Sponsor Shares”) equal to 32,000 multiplied by a fraction, the numerator of which is the amount funded by the Investor and the denominator of which is $340,000 and a number of private warrants owned by the Sponsor (“SPAC Private Warrants”) equal to 70,183 multiplied by a fraction, the numerator of which is the amount funded by the Investor and the denominator of which is $340,000 on the Default Date and shall transfer an additional 32,000 Sponsor Shares and 70,183 SPAC Private Warrants each month thereafter, until the default is cured; provided however, that in no event will Sponsor transfer any Sponsor Shares or SPAC Common Stock or warrants underlying any SPAC Private Warrants to Investor that would result in Investor (together with any other persons whose beneficial ownership of SPAC’s Common Stock would be aggregated with Investor’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable regulations of the United States Securities and Exchange Commission (the “SEC”), including any “group” of which Investor is a member) beneficially owning more than 19.9% of the outstanding shares of SPAC Common Stock (“Transfer Limit”); provided further than any Sponsor Shares that were not transferred to Investor because the transfer of such shares would have exceeded the Transfer Limit shall be promptly transferred to Investor upon written request from Investor to extent that, at the time of such request, such transfer would no longer exceed the Transfer Limit. Any such Sponsor Shares or SPAC Private Warrants received pursuant to this Section 1.5 shall be added to the registration statement required by Section 1.2 of this Agreement if not then effective and if such registration statement has been declared effective, such Sponsor Shares or SPAC Private Warrants shall be promptly registered, and in any event will be registered within 90 days. In the event that Investor notifies Sponsor and SPAC of any default pursuant to this Section 1.5 Sponsor shall not sell, transfer, or otherwise dispose of any Sponsor Shares or SPAC Private Warrants, other than in accordance with this Section 1.5, until such default is cured. |
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| 1.6 | Wiring Instructions. Within five (5) calendar days of receiving a Capital Notice, the Investor shall advance the Capital Call amount specified in the Capital Notice to the Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions provided separately in advance to the Investor. For clarity, the aggregate amount of the Capital Calls funded under this Agreement will not exceed the Investor’s Capital Contribution as adjusted under Section 1.3. |
| 1.7 | Reimbursement. On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with this agreement not to exceed $5,000. |
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to each other Party as of the date of this Agreement that:
| 2.1 | Authority. Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. |
| 2.2 | Acknowledgement. Each Party acknowledges and agrees that the Subscription Shares, Sponsor Shares, SPAC Private Warrants and shares underlying the SPAC Private Warrants (collectively, the “Subject Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws and the Investor represents that, as applicable, it (a) is acquiring the Subject Securities pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Subject Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the investment and related economic terms hereunder and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees that it will not treat this subscription as indebtedness for U.S. tax purposes. |
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| 2.3 | Trust
Waiver. Investor hereby represents and warrants that it has read the final prospectus
of the SPAC, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (the “SPAC
Prospectus”),and understands that the SPAC has established a trust account (the
“Trust Account”) containing the proceeds of its initial public offering
(the “IPO”) and from certain private placements occurring simultaneously
with the IPO (including interest accrued from time to time thereon) for the benefit of the
SPAC’s public stockholders (the “Public Stockholders”), and that,
except as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the
Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their
Company shares in connection with the consummation of the SPAC’s initial business combination
(as such term is used in the SPAC Prospectus) (the “Business Combination”)
or in connection with an extension of its deadline to consummate a Business Combination,
(b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within
24 months after the closing of the IPO (as such date may be extended by amendment to the
SPAC’s organizational documents), (c) with respect to any interest earned on the amounts
held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution
expenses, or (d) to the SPAC after or concurrently with the consummation of a Business Combination.
For and in consideration of the SPAC entering into this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor
hereby agrees that notwithstanding anything to the contrary contained in this Agreement,
Investor does not now and shall not at any time hereafter have, and waives any and all right,
title and interest, or any claims of any kind it has or may have in the future as a result
of, or arising out of, this Agreement, the transactions contemplated hereby or the Subject
Securities, in or to any monies held in the Trust Account (or any distributions therefrom
directly or indirectly to Public Stockholders (“Public Distributions”)),
and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding
against the Trust Account or Public Distributions as a result of, or arising out of, this
Agreement, the transactions contemplated hereby or the Subject Securities, regardless of
whether such claim arises based on contract, tort, equity or any other theory of legal liability.
To the extent Investor commences any action or proceeding based upon, in connection with,
as a result of or arising out of, this Agreement, the transactions contemplated hereby or
the Subject Securities, which proceeding seeks, in whole or in part, monetary relief against
the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees
that Investor’s sole remedy shall be against funds held outside of the Trust Account
(other than Public Distributions) and that such claim shall not permit Investor (or any person
claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account
(including any distributions therefrom) or any amounts contained therein. Notwithstanding
anything else in this Section 2.3 to the contrary, nothing herein shall (x) serve
to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal
relief against assets held outside the Trust Account, (y) serve to limit or prohibit any
claims that Investor may have in the future against the SPAC’s assets or funds that
are not held in the Trust Account (including any funds that have been released from the Trust
Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders
of the SPAC) and any assets that have been purchased or acquired with any such funds), or
(z) be deemed to limit Investor’s right, title, interest or claim to the Trust Account
by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired
by any means other than pursuant to this Agreement, including to any redemption right with
respect to any such securities of the SPAC. For purposes of this Agreement, “Representatives”
with respect to any person shall mean such person’s affiliates and its and its affiliate’s
respective directors, officers, employees, consultants, advisors, agents and other representatives.
|
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| 2.4 | Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following: |
| ● | Investor realizes that, unless subject to an effective registration statement, the Subject Securities cannot readily be sold as they will be restricted securities and therefore the Subject Securities must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies; |
| ● | Investor understands that, because SPAC is a “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Investor holds the Subject Securities, sales of the Subject Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that SPAC is no longer a ’shell company’ and that SPAC has not been a ’shell company’ for at least the last 12 months-i.e., that no sales of Subject Securities can be made pursuant to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the SEC during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; |
| ● | Investor confirms and represents that it is able (i) to bear the economic risk of the Subject Securities, (ii) to hold the Subject Securities for an indefinite period of time, and (iii) to afford a complete loss of the Subject Securities; and |
| ● | Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subject Securities in substantially the following form: |
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (11) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, EXISTS.”
ln connection with a transfer, the SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Subscription Shares and Sponsor Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription Shares and Sponsor Shares and (b) any other applicable exception to the restrictions described in the legend occurs.
| 2.5 | Title to Securities. Sponsor agrees that Sponsor is the record and beneficial owner of, and has good and marketable title to, the Subject Securities and will, immediately prior to the transfer of the Subject Securities to Investor, be the record and beneficial owner of the Subject Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply to the Subject Securities generally and applicable securities laws). The Subject Securities to be transferred, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable securities laws. |
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ARTICLE III
MISCELLANEOUS
| 3.1 | Severability. ln case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable. |
| 3.2 | Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes. |
| 3.3 | No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. |
| 3.4 | Term of Obligations. The term of this Agreement shall expire six (6) months after the De-SPAC Closing. However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including for the avoidance of doubt, the registration obligations set forth in Section 1.2, the default provision set forth in Section 1.5 and the indemnity obligations set forth in Section 3.13. |
| 3.5 | Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other Proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice. |
| 3.6 | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TOA TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR 1N CONNECTION W1TH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. |
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| 3.7 | Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party, unless mutually approved in writing. |
| 3.8 | Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document. |
| 3.9 | Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice. |
If to investor:
POLAR MULTI-STRATEGY MASTER FUND
c/o
Mourant Governance Services (Cayman) Grand
Cayman KY 1-1108
With a mandatory copy to: Polar
Asset Management Partners Inc. 16 Toronto, ON M5J 0E6 Attention: Legal Department, Ravi Bhat/ Jillian
Bruce E-mail: legal@polaramp.com / |
If to SPAC or Sponsor:
Plum
Partners LLC #2089
San Francisco, Attention:
Kanishka Roy, Mike
E-mail:
|
| 3.10 | Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder. |
| 3.11 | Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party. |
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| 3.12 | Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity. |
| 3.13 | Indemnification. Each of the SPAC and Sponsor agrees to indemnify and hold harmless Investor, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Investor; provided that neither the SPAC no Sponsor will be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Investor’s material breach of this Agreement or from Investor’s willful misconduct, or gross negligence. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the termination of this Agreement. |
[Remainder of page intentionally left blank; signature page follows]
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The Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
| SPAC: | ||
| PLUM ACQUISITION CORP I | ||
| By: | /s/ Kaniska Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| SPONSOR: | ||
| PLUM PARTNERS LLC | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| INVESTOR: | ||
| POLAR MULTI-STRATEGY MASTER FUND | ||
| by its investment advisor | ||
| Polar Asset Management Partners Inc. | ||
| By: | /s/ Andrew Ma | |
| Name: | Andrew Ma | |
| Title: | CCO | |
| By: | /s/ Kirstie Moore | |
| Name: | Kirstie Moore | |
| Title: | Legal Counsel | |
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Exhibit 10.7
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: up to $340,000 Dated effective as of October 18, 2023 (as set forth on the Schedule of Borrowings attached hereto)
Plum Acquisition Corp. I, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Plum Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to three hundred forty thousand U.S. dollars ($340,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America (the “Maximum Amount”), on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note
1. Principal. The principal balance of this Note shall be payable by Maker on the earlier of: (i) March 18, 2024 (the “Maturity Date”) or (ii) the date on which the Maker consummates an initial business combination (the “Business Combination”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request from the Payee or its affiliates up to the Maximum Amount for costs reasonably related to Maker’s operations, including consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) March 18, 2024; or (ii) the date on which Maker consummates an initial business combination, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down and must not be an amount less than Ten Thousand Dollars ($10,000), unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed the Maximum Amount. Once an amount is drawn down under this Note, such amount shall not be available for future Drawdown Requests, even if such amount is prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied, first, to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and second, to the reduction of the unpaid principal balance of this Note.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Conversion.
a. At the date of the Business Combination or upon the Maker’s discretion, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into warrants of the Maker at a price of $1.50 per Warrant (“Conversion Warrants”), which Conversion Warrants shall be substantially identical to the private placement warrants described in the prospectus of the Maker dated March 15, 2021. The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof.
b. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants , (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons, are known herein as the “Holder” or “Holders”) the Conversion Warrants, which shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.
c. The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.
6. Events of Default. The following shall constitute an event of default (“Event of Default”):
a. Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
b. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
c. Voluntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 6(a) hereof: Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
b. Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
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9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party; and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement in connection with the consummation of the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
16. Registration Rights.
a. Reference is made to that certain Registration and Shareholder Rights Agreement between the Maker and the parties thereto, dated as of March 18, 2021 (the “Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement. The Conversion Warrants constitute Working Capital Warrants under the Registration Rights Agreement.
b. The Holders of the Conversion Warrants and their underlying securities shall be entitled to the same rights as holders of Working Capital Warrants and their underlying securities pursuant to the Registration Rights Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| PLUM ACQUISITION CORP. I | ||
| a Cayman Islands exempted company | ||
|
||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President and Co-CEO | |
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SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory Note have been made:
| Date of Increase or Decrease | Amount
of Increase in Principal Amount of Promissory Note | Amount
of Decrease in Principal Amount of Promissory Note | Principal
Amount of this Promissory Note following such Increase or Decrease | |||||||||
| October 18, 2023 | $ | 340,000 | — | $ | 340,000 | |||||||
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Exhibit 10.8
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of November 12, 2023 (the “Effective Date”), by, between and among Palmeira Investment Limited (the “Investor”), Plum Acquisition Corp I., a Cayman Islands exempt company (“SPAC”), and Plum Partners LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
WHEREAS, SPAC is a special purpose acquisition company that closed on its initial public offering on March 18, 2021, with 24 months to complete an initial business combination (a “De-SPAC”);
WHEREAS, SPAC held Special Meetings during which SPAC’s shareholders voted to approve proposals to extend the date by which the SPAC must consummate the De-SPAC from March 18, 2023 to June 18, 2024 (the “Extension”);
WHEREAS, the Sponsor currently holds SPAC Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior to SPAC’s initial public offering (the “Founder Shares”)
WHEREAS, as of the date of this Agreement, SPAC has not completed a De-SPAC; and
WHEREAS, Sponsor is seeking to raise up to $800,000 to fund the Extension and to provide working capital to the SPAC.
WHEREAS, pursuant to the terms and conditions of this Agreement, Investor has agreed to fund $800,000 (such amount, the “Investor Capital Contribution”).
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows.
ARTICLE I
SUBSCRIPTION AND DE-SPAC PAYMENT
| 1.1 | Capital Calls. From time to time, the SPAC will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the SPAC’s Memorandum and Articles of Association (each a “Drawdown Request”). On at least ten (10) calendar days’ prior written notice (“Capital Notice”), the Sponsor may require a drawdown against the Investor Capital Contribution in order to meet the Sponsor’s commitment to the SPAC under a Drawdown Request (each a “Capital Call”) subject to the following conditions: |
| 1.1.1 | The Capital Notice to the Investor shall include (i) the total amount requested by the SPAC under the Drawdown Request and (ii) the amount being called from the Investor. |
| 1.1.2 | The aggregate amount of the Capital Calls shall not exceed the Investor Capital Contribution. |
| 1.1.3 | A Capital Call of $500,000 of the Investor Capital Contribution will be called at signing; and |
| 1.1.4 | A Capital Call of the remaining balance of the Investor Capital Contribution may be called by the Sponsor at its discretion. |
| 1.2 | Sponsor Forfeiture; SPAC Issuance. In consideration of the Capital Call(s) made hereunder: |
| 1.2.1 | Sponsor will forfeit 0.75 Class B ordinary share of the SPAC for each dollar the Investor funds pursuant to the Capital Call(s) hereunder (the “Sponsor Shares”) at the closing of a De-SPAC transaction (the “De-SPAC Closing”). If the De-SPAC Closing does not occur, Sponsor will forfeit any Sponsor Shares. |
| 1.2.2 | At the De-SPAC Closing, the SPAC will issue to the Investor a number of shares of the SPAC’s common stock (the “Subscription Shares”) equal to the number of Sponsor Shares forfeited by the Sponsor pursuant to Section 1.2.1. If the De-SPAC Closing does not occur, Investor will not be entitled to receive any Subscription Shares. |
| 1.2.3 | One-quarter of the Subscription Shares (the “Earnout Shares”) will be subject to the following earn-out provisions: |
| (i) | 50% of the Earnout Shares will be restricted and will vest if the VWAP of the SPAC’s common stock equals or exceeds $12.50 for any 20 trading days within any 30-day trading period from the time of the De-SPAC Closing through the tenth anniversary of the De-SPAC Closing (such period, the “Earnout Period”); and |
| (ii) | 50% of the Earnout Shares will be restricted and will vest if the VWAP of the SPAC’s common stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period during the Earnout Period. |
The Investor may not transfer, assign, pledge or hypothecate any Earnout Shares, whether by operation of law or otherwise, nor may such Earnout Shares be made subject to execution, attachment or similar process, until such Earnout Shares shall have vested. The SPAC shall promptly notify the Investor and the transfer agent for the SPAC’s common stock of the vesting of the Earnout Shares. If any Earnout Shares do not vest during the Earnout Period, the Investor shall forfeit such Earnout Shares.
If, during the Earnout Period, the SPAC effects a sale, lease, exchange or other transfer, directly or indirectly, in one transaction or a series of related transactions, of all or substantially all of the SPAC’s assets, or engages in a merger, consolidation, recapitalization or other transaction in which any person other than the SPAC or any wholly owned subsidiary of the SPAC becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in the SPAC, the Earnout Shares shall vest upon the closing of any such transaction if the value attributed to the SPAC in such transaction equals or exceeds (1) $12.50 per share, in the case of the Earnout Shares subject to (i) above, or (2) $15.00 per share, in the case of the Earnout Shares subject to (ii) above. If any Earnout Shares remain unvested following the closing of any such transaction and the SPAC is not the surviving entity of such transaction, the SPAC shall make provision for the roll-over of the Earnout Shares to the transferee, lessee or other successor in such transaction.
This Section 1.2.3 shall be automatically modified to reflect the terms of any earnout provisions applicable to the existing equity holders of Veea, Inc. (“Veea”) in the business combination agreement between the SPAC and Veea, or any ancillary document between the SPAC and Veea, each may be amended from time to time.
| 1.2.4 | Following the De-SPAC Closing, the SPAC shall provide Investor the same registration rights for the Subscription Shares as the SPAC provides to the Sponsor. |
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| 1.3 | Sponsor Commitment Rights. Each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”). For the avoidance of doubt, nothing in this Agreement shall limit the ability of the SPAC or the Sponsor to enter into other agreements with each other or with other parties which shall provide for funding of the SPAC (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests. |
| 1.4 | Wiring Instructions. Within ten (10) calendar days of receiving a Capital Notice, the Investor shall advance the Capital Call amount specified in the Capital Notice to the Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions provided separately in advance to the Investor. For clarity, the aggregate amount of the Capital Calls funded under this Agreement, excluding any Capital Calls funded by Sponsor Capital Contributions as set forth under Section 1.3, will not exceed the Investor Capital Contribution. |
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to each other Party as of the date of this Agreement that:
| 2.1 | Authority. Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. |
| 2.2 | Acknowledgement. Each Party acknowledges and agrees that the Subscription Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws and the Investor represents that, as applicable, it (a) is acquiring the Subscription Shares pursuant to an exemption from registration under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Subscription Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the investment and related economic terms hereunder and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees that it will not treat this subscription as indebtedness for U.S. tax purposes. |
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| 2.3 | Trust Waiver. Investor hereby represents and warrants that it has read the final prospectus of the SPAC, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (the “SPAC Prospectus”),and understands that the SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the SPAC’s public stockholders (the “Public Stockholders”), and that, except as otherwise described in the SPAC Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the SPAC fails to consummate a Business Combination within 24 months after the closing of the IPO (as such date may be extended by amendment to the SPAC’s organizational documents), (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of the SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees that notwithstanding anything to the contrary contained in this Agreement, Investor does not now and shall not at any time hereafter have, and waives any and all right, title and interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, in or to any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”)), and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent Investor commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Agreement, the transactions contemplated hereby or the Subscription Shares, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its Representatives (as defined below), Investor hereby acknowledges and agrees that Investor’s sole remedy shall be against funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit Investor (or any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 2.3 to the contrary, nothing herein shall (x) serve to limit or prohibit Investor’s right to pursue a claim against the SPAC for legal relief against assets held outside the Trust Account, (y) serve to limit or prohibit any claims that Investor may have in the future against the SPAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to the SPAC (excluding, for the avoidance of doubt, funds released to redeeming stockholders of the SPAC) and any assets that have been purchased or acquired with any such funds), or (z) be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of Investor’s record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including to any redemption right with respect to any such securities of the SPAC. For purposes of this Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. |
| 2.4 | Restricted Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following: |
| ● | Investor realizes that, unless subject to an effective registration statement, the Subscription Shares cannot readily be sold as they will be restricted securities and therefore the Subscription Shares must not be accepted unless Investor has liquid assets sufficient to assure that Investor can provide for current needs and possible personal contingencies; |
| ● | Investor understands that, because SPAC is a “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time that the Investor holds the Subscription Shares, sales of the Subscription Shares may only be made under Rule 144 upon the satisfaction of certain conditions, including that SPAC is no longer a ‘shell company’ and that SPAC has not been a ‘shell company’ for at least the last 12 months-i.e., that no sales of Subscription Shares can be made pursuant to Rule 144 until at least 12 months after the De-SPAC Closing; and SPAC has filed with the SEC during the 12 months preceding the sale, all quarterly and annual reports required under the Securities Exchange Act of 1934, as amended; |
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| ● | Investor confirms and represents that it is able (i) to bear the economic risk of the Subscription Shares, (ii) to hold the Subscription Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares; and |
| ● | Investor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription Shares in substantially the following form: |
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (11) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, EXISTS.”
ln connection with a transfer, the SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Subscription Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription Shares and (b) any other applicable exception to the restrictions described in the legend occurs.
| 2.5 | Title to Securities. Sponsor hereby represents and warrants that Sponsor is the record and beneficial owner of, and has good and marketable title to, the Sponsor Shares. The SPAC hereby represents and warrants that the Subscription Shares, when issued to Investor as provided herein, will be validly issued, fully paid and non-assessable and, other than as set forth in Section 1.2.3, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than under applicable securities laws). |
ARTICLE III
MISCELLANEOUS
| 3.1 | Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal, or unenforceable. |
| 3.2 | Titles and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes. |
| 3.3 | No Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. |
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| 3.4 | Term of Obligations. The term of this Agreement shall expire six (6) months after the De-SPAC Closing. However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including for the avoidance of doubt, the indemnity obligations set forth in Section 3.13. |
| 3.5 | Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice. |
| 3.6 | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TOA TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR 1N CONNECTION W1TH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. |
| 3.7 | Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon any Party, unless mutually approved in writing. |
| 3.8 | Counterparts. This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together, shall constitute one and the same document. |
| 3.9 | Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice. |
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If to investor:
Palmeira Investment Limited 19B Cimbria Court 24 Conduit Rd Hong Kong Attention: Henry Hooi
With a mandatory copy to: henryhooi@icloud.com |
If to SPAC or Sponsor:
Plum Partners LLC 2021 Attention: Kanishka Roy, Mike Dinsdale
E-mail: kanishka@plumpartners.com; mike@plumpartners.com |
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| 3.10 | Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder. |
| 3.11 | Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party; provided, however, that the Parties hereby designate Veea as a third-party beneficiary of Section 1.2 of this Agreement, having the right to enforce Section 1.2. |
| 3.12 | Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity. |
| 3.13 | Indemnification. Each of the SPAC and Sponsor agrees to indemnify and hold harmless Investor, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Investor; provided that neither the SPAC no Sponsor will be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Investor’s material breach of this Agreement or from Investor’s willful misconduct, or gross negligence. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the termination of this Agreement. |
[Remainder of page intentionally left blank; signature page follows]
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The Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
| SPAC: | ||
| PLUM ACQUISITION CORP I | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| SPONSOR: | ||
| PLUM PARTNERS LLC | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President & Co-CEO | |
| INVESTOR: | ||
| Palmeira Investment Limited | ||
| By: | /s/ Henry Hooi | |
| Name: | Henry Hooi | |
| Title: | Executive Chairman | |
[Signature Page to Subscription Agreement]
Exhibit 10.9
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: up to $800,000 Dated effective as of November 12, 2023 (as set forth on the Schedule of Borrowings attached hereto)
Plum Acquisition Corp. I, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Plum Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to three hundred forty thousand U.S. dollars ($800,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America (the “Maximum Amount”), on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note
1. Principal. The principal balance of this Note shall be payable by Maker on the earlier of: (i) March 18, 2024 (the “Maturity Date”) or (ii) the date on which the Maker consummates an initial business combination (the “Business Combination”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request from the Payee or its affiliates up to the Maximum Amount for costs reasonably related to Maker’s operations, including consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) June18, 2024; or (ii) the date on which Maker consummates an initial business combination, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down and must not be an amount less than Ten Thousand Dollars ($10,000), unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed the Maximum Amount. Once an amount is drawn down under this Note, such amount shall not be available for future Drawdown Requests, even if such amount is prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied, first, to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and second, to the reduction of the unpaid principal balance of this Note.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Conversion.
a. At the date of the Business Combination or upon the Maker’s discretion, the Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into warrants of the Maker at a price of $1.50 per Warrant (“Conversion Warrants”), which Conversion Warrants shall be substantially identical to the private placement warrants described in the prospectus of the Maker dated March 15, 2021. The Conversion Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof.
b. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants , (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons, are known herein as the “Holder” or “Holders”) the Conversion Warrants, which shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.
c. The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.
6. Events of Default. The following shall constitute an event of default (“Event of Default”):
a. Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
b. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
c. Voluntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 6(a) hereof: Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
b. Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
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9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party; and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement in connection with the consummation of the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
16. Registration Rights.
a. Reference is made to that certain Registration and Shareholder Rights Agreement between the Maker and the parties thereto, dated as of March 18, 2021 (the “Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement. The Conversion Warrants constitute Working Capital Warrants under the Registration Rights Agreement.
b. The Holders of the Conversion Warrants and their underlying securities shall be entitled to the same rights as holders of Working Capital Warrants and their underlying securities pursuant to the Registration Rights Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| PLUM ACQUISITION CORP. I | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President and Co-CEO | |
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SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory Note have been made:
| Date of Increase or Decrease | Amount of Increase in Principal Amount of Promissory Note | Amount of Decrease in Principal Amount of Promissory Note | Principal Amount of this Promissory Note following such Increase or Decrease | |||||||||
| November 21, 2023 | $ | 249,750 | — | $ | 249,750 | |||||||
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EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kanishka Roy, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Plum Acquisition Corp. I; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: November 22, 2023 | By: | /s/ Kanishka Roy |
| Kanishka Roy | ||
| President and Co-Chief Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Dinsdale, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Plum Acquisition Corp. I; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: November 22, 2023 | By: | /s/ Michael Dinsdale |
| Michael Dinsdale | ||
| Co-Chief Executive Officer and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer ) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Plum Acquisition Corp. I (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kanishka Roy, President and Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 22, 2023 | /s/ Kanishka Roy | |
| Name: | Kanishka Roy | |
| Title: | President and Co-Chief Executive Officer | |
| (Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Plum Acquisition Corp. I (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Dinsdale, Co-Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 22, 2023 | /s/ Michael Dinsdale | |
| Name: | Michael Dinsdale | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||