- Transaction implies an enterprise value of approximately USD
$705 million
- Sakuu is the inventor of high-volume multi-material,
multi-process Kavian™ additive manufacturing platforms to produce
SwiftPrint™ batteries and other complex active devices
- Sakuu has existing purchase orders totaling over USD $300
million in 2023-2025
- The Company anticipates raising approximately USD $100 million
in private and public capital as a lead up to and as part of the
closing of the transaction, including from structured debt and
equity solutions, secured debt and Plum Acquisition Corp. I’s cash
in trust
- Combining with Plum Acquisition Corp. I, led by Ursula Burns,
former CEO and Chairwoman of Xerox and board member at Uber,
ExxonMobil, MIT, and the Ford Foundation, provides Sakuu with
unique industry insight and experience
- Sakuu’s manufacturing platforms are intended to be first
deployed for commercial-scale solid-state battery production
- Sakuu has also developed a proprietary mix of battery
chemistry solutions that it plans to license in conjunction with
its Kavian™ manufacturing platform to enable its customers to
cost-effectively manufacture at scale for industries including
e-mobility, grid energy storage, aerospace, EVs—and more
- Sakuu currently has contracted with a network of key material
suppliers, with next-generation battery products going to market in
2023
- Transaction expected to close in third quarter of 2023
Sakuu Corporation (“Sakuu”), a transformative additive
manufacturing and solid-state battery company, and inventor of the
disruptive Kavian™ platform for the commercial-scale production of
next-generation SwiftPrint™ batteries and other complex active
devices, and Plum Acquisition Corp. I (“Plum”) (NASDAQ: PLMI), a
special purpose acquisition company (“SPAC”) formed by Ursula
Burns, Kanishka Roy, and Mike Dinsdale, today announced that they
have entered into a definitive business combination agreement,
providing for a merger that will result in Sakuu becoming a
publicly traded company. Upon the closing of the proposed
transaction, the combined company (the “Company”) will be renamed
Sakuu Holdings Inc. and is expected to be listed on a US national
exchange under the ticker symbol “SAKU.” The transaction implies an
enterprise value of approximately USD $705 million.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230302005883/en/
Combining with Plum Acquisition Corp. I,
led by Ursula Burns, former CEO and Chairwoman of Xerox and board
member at Uber, ExxonMobil, MIT, and the Ford Foundation, provides
Sakuu with unique industry insight and experience. (Graphic:
Business Wire)
Founded in 2016, Sakuu is commercializing next-generation
lithium (Li) metal batteries and Li-metal all-solid-state batteries
to be mass-produced via proprietary multi-material, multi-process
additive manufacturing technologies. In pioneering SwiftPrint™
solid-state batteries from its Kavian™ additive manufacturing
platform, Sakuu solves fundamental challenges that are known to
impede commercial-scale production of solid-state batteries.
Further benefits from SwiftPrint™ batteries include custom form
factors and sizes, energy density gains, recyclability, and
anticipated process, material, and energy efficiencies when
compared to traditional battery manufacturing methods. Sakuu
intends to license its battery chemistries and sell its Kavian™
platforms to companies seeking to deploy cleaner, better, and more
cost-effective energy at scale. Samples of Sakuu’s safe,
non-flammable high energy density Li-metal anode battery have
undergone evaluation and testing by customers in multiple markets
since the third quarter of 2021.
With the Kavian™ platform, and across its battery product lines,
Sakuu intends to first serve the next-generation solid-state
battery needs for broad industries, such as e-mobility, grid energy
storage, aerospace, industrial, consumer electronics and electric
vehicles (EVs).
Management Commentary
Sakuu Founder and Chief Executive Officer Robert Bagheri stated,
“The arrival of transformative additive manufacturing will have
profound implications across global legacy manufacturing. Our
high-volume Kavian solution for printing batteries can potentially
leap-frog decades of manufacturing stagnation. We believe Kavian is
the only known solution for producing heavily in-demand products,
such as solid-state batteries, that can be custom-printed rapidly
and cost-effectively—taking next-generation battery manufacturing
to realms never imagined. Since 2016, our talented team, with deep
and diverse industry expertise, has worked diligently to develop
Kavian, along with our next-generation battery products. We are not
a concept company—we have successfully and consistently printed
high-performance batteries since December 2022 and, with this
progress, we have entered the first stages of commercialization.
With this proposed merger, the strong support of the exceptional
leadership team at Plum, and our dedicated investors, we feel Sakuu
is well-positioned to create a paradigm shift in complex
manufacturing, starting first with batteries.”
Plum Chairwoman Ursula Burns stated, “I’ve always been
fascinated by fundamental step changes in approach that unlock
significant value in otherwise incrementally evolving industries.
Sakuu represents an opportunity for such a fundamental step change
in manufacturing through its high-volume, multi-material, additive
manufacturing Kavian platform – something that has impressed even a
printing industry veteran like me. Solid-state batteries, and the
massive addressable market associated with it, could just be Act 1
for the Company. We believe its technology has already allowed it
to leapfrog many more highly capitalized battery suppliers. Plum is
honored and excited to partner with Sakuu for its long-term journey
in the public markets."
Sakuu Investment Highlights
- Sakuu has existing purchase orders totaling over USD $300
million in 2023-2025
- Sakuu has a world-class management team with exceptional
collective experience in the technology space, successfully scaling
complex commercial manufacturing, and a proven track record of
driving innovation, growth, revenue, and capital stewardship.
- The Company anticipates raising approximately USD $100 million
in private and public capital as a lead up to and as part of the
closing of the transaction, including from structured debt and
equity solutions, secured debt and Plum Acquisition Corp. I’s cash
in trust.
- The transaction implies a pre-money equity value of
approximately USD $600 million.
Transaction Overview
The proposed business combination transaction is anticipated to
result in gross proceeds of approximately USD $100 million in cash
to the Company’s post-combination balance sheet after the payment
of transaction expenses, even in a 95% redemption scenario, through
a combination of private and public capital, including from
structured debt and equity solutions, secured debt, and Plum
Acquisition Corp. I’s cash in trust.
The business combination values the combined Company at an
approximate pro forma enterprise value of USD $705 million,
including the impact of the anticipated financing sources. Funds
from the transaction are expected to fully support the Company
through its commercialization process. Sakuu's current equity
holders are expected to own approximately 80% of the pro forma
Company.
The transaction is expected to close in the third quarter of
2023 and remains subject to approval by Plum stockholders
representing a majority of the outstanding Plum voting power, the
effectiveness of a registration statement to be filed with the
Securities and Exchange Commission (the “SEC”) in connection with
the transaction, the expiration of the HSR Act waiting period and
other customary closing conditions. The Boards of Directors of both
Sakuu and Plum have unanimously approved the contemplated
transaction.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Plum with
the SEC and available at www.sec.gov. Plum will file a registration
statement (which will contain a proxy statement/prospectus) with
the SEC in connection with the transaction.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC is serving as the exclusive financial advisor
to Plum. Lane & Waterman LLP is serving as its legal
advisor.
Fenwick & West LLP is serving as Sakuu’s legal advisor.
Blueshirt Capital Advisors is serving as Sakuu’s investor relations
advisor.
About Sakuu
Sakuu is a pioneering manufacturing technology and solid-state
battery company introducing a disruptive additive manufacturing
platform approach for commercial-scale production of batteries and
other complex active devices. Initial efforts will focus on energy
storage, using our Kavian™ platform to print a range of
next-generation SwiftPrint™ batteries—from Lithium Metal to
All-Solid-State—that can help reduce society's reliance on fossil
fuels. Founded in 2016, Sakuu operates two facilities in Silicon
Valley, California, where it is headquartered: a solid-state
battery pilot line facility, and an additive manufacturing
engineering facility.
About Plum Acquisition Corp. I
Plum Acquisition Corp. I is a special purpose acquisition
company founded by Ursula Burns, Kanishka Roy, and Mike Dinsdale.
Plum was formed with the mission of creating a platform, built by
operators for operators, to enable great private companies to
become outstanding public companies and listed stocks. We seek to
establish ourselves as the first-stop SPAC platform for
high-quality companies in the US and Europe that can benefit from
our large 48-person extended team, our decades of operational
experience leading technology companies, and our proprietary
Accelerating Through the Bell operational playbook that helps
companies list and grow in the public markets.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transaction, Plum intends to
file a Registration Statement on Form S-4 (the “Registration
Statement”) with the SEC, which will include a document that serves
as a prospectus and proxy statement of Plum, referred to as a proxy
statement/prospectus, and certain related documents, to be used at
the meeting of Plum’s stockholders to approve the proposed business
combination and related matters. The Registration Statement will be
sent to the stockholders of Plum. Plum and Sakuu also will file
other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders
of Plum are urged to read the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction. Investors and
security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Plum and Sakuu through the website maintained by the SEC at
www.sec.gov.
Participants in Solicitation
Plum and Sakuu and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Plum’s stockholders in connection with the proposed
transaction. Information about Plum’s directors and executive
officers and their ownership of Plum’s securities is set forth in
Plum’s filings with the SEC. To the extent that holdings of Plum’s
securities have changed since the amounts printed in Plum’s
Registration Statement on Form S-1, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Sakuu and Plum. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. These forward-looking statements include,
but are not limited to, statements regarding Sakuu’s expected
product offerings, Sakuu’s ability to produce its products at a
commercial level, the availability of equity or debt financing on
acceptable terms, if at all, and the capitalization of Sakuu after
giving effect to the proposed business combination. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Sakuu’s and Plum’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied upon by any investors as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and are subject to risks
and uncertainties that may cause Sakuu’s and Plum’s activities or
results to differ significantly from those expressed in any
forward-looking statement, including changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect
Sakuu or the expected benefits of the proposed business
combination; failure to obtain the approval of the equity holders
of Sakuu or Plum; failure to realize the anticipated benefits of
the proposed business combination; risks related to the rollout of
Sakuu’s business and the timing of expected business milestones;
the effects of competition on Sakuu’s business; supply shortages in
the materials necessary for the production of Sakuu’s products;
delays in construction and operation of production facilities; and
the amount of redemption requests made by Plum’s public equity
holders. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this communication. There may be
additional risks that neither Sakuu or Plum presently know or that
Sakuu and Plum currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. You should carefully consider the risks
and uncertainties described in the “Risk Factors” section of Plum’s
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and other documents filed by
Plum from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Sakuu and Plum
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Sakuu nor Plum gives any
assurance that either Sakuu or Plum will achieve its
expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230302005883/en/
Contact Information for Media Pal Hollywood, Sterling
Communications (Sakuu) (860) 877-9670 press@sakuu.com Contact
Information for Investors Monica Gould (212) 871-3927
investors@sakuu.com Plum Contacts: contact@plumpartners.com
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