UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
PLUM ACQUISITION
CORP. I
(Exact name of registrant as specified
in its charter)
Cayman Islands | | 001-40218 | | 98- 1577353 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
2021 Fillmore St. #2089
San Francisco, California | | 94115 |
(Address of principal executive offices) | | (Zip Code) |
(415) 683-6773
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | | PLMIU | | The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units | | PLMI | | The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | PLMIW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.Yes ☒ No ☐
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of November 20, 2023, 11,236,002 Class A
ordinary shares, par value $0.0001, and no Class B ordinary shares, par value $0.0001, were issued and outstanding.
PLUM ACQUISITION CORP. I
Quarterly Report on Form 10-Q
Table of Contents
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 | |
$ | 92,722 | | |
$ | 86,401 | |
Prepaid expenses | |
| 27,550 | | |
| 43,631 | |
Total current assets | |
| 120,272 | | |
| 130,032 | |
| |
| | | |
| | |
Investments held in Trust Account | |
| 35,096,667 | | |
| 323,911,642 | |
Debt discount | |
| 4,372,334 | | |
| — | |
TOTAL ASSETS | |
$ | 39,589,273 | | |
$ | 324,041,674 | |
| |
| | | |
| | |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 3,976,694 | | |
$ | 2,640,756 | |
Due to related party | |
| 258,966 | | |
| 235,000 | |
Convertible promissory note – related party | |
| 1,000,000 | | |
| 1,000,000 | |
Promissory Note – related party | |
| 250,000 | | |
| — | |
Subscription liability | |
| 9,191,162 | | |
| — | |
Total current liabilities | |
| 14,676,822 | | |
| 3,875,756 | |
| |
| | | |
| | |
Warrant liabilities | |
| 758,433 | | |
| 379,217 | |
Deferred underwriting commissions liabilities | |
| — | | |
| 11,172,572 | |
TOTAL LIABILITIES | |
| 15,435,255 | | |
| 15,427,545 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | |
| | | |
| | |
Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively | |
| 35,096,667 | | |
| 323,911,642 | |
| |
| | | |
| | |
SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares
authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as
of September 30, 2023 and December 31, 2022, respectively | |
| 799 | | |
| — | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares
authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | |
| — | | |
| 799 | |
Additional paid-in capital | |
| 5,404,501 | | |
| — | |
Accumulated deficit | |
| (16,347,949 | ) | |
| (15,298,312 | ) |
TOTAL SHAREHOLDERS’ DEFICIT | |
| (10,942,649 | ) | |
| (15,297,513 | ) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | |
$ | 39,589,273 | | |
$ | 324,041,674 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
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 | |
$ | 353,372 | | |
$ | 633,050 | | |
$ | 2,085,609 | | |
$ | 2,686,622 | |
Loss from operations | |
| (353,372 | ) | |
| (633,050 | ) | |
| (2,085,609 | ) | |
| (2,686,622 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income: | |
| | | |
| | | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (334,975 | ) | |
| 1,674,871 | | |
| (379,216 | ) | |
| 8,499,501 | |
Change in fair value of subscription liability | |
| (2,079,310 | ) | |
| — | | |
| 557,645 | | |
| — | |
Change in fair value of Forward Purchase Agreement | |
| — | | |
| — | | |
| 308,114 | | |
| — | |
Issuance of Forward Purchase Agreement | |
| — | | |
| — | | |
| (308,114 | ) | |
| — | |
Reduction of deferred underwriter fee payable | |
| — | | |
| — | | |
| 328,474 | | |
| — | |
Interest Expense – Debt Discount | |
| (2,467,496 | ) | |
| — | | |
| (3,815,529 | ) | |
| — | |
Interest income – trust account | |
| 629,310 | | |
| 1,443,471 | | |
| 4,344,597 | | |
| 1,922,921 | |
Total other (expense) income | |
| (4,252,471 | ) | |
| 3,118,342 | | |
| 1,035,971 | | |
| 10,422,422 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (4,605,843 | ) | |
$ | 2,485,292 | | |
$ | (1,049,638 | ) | |
$ | 7,735,800 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption | |
| 4,970,919 | | |
| 31,921,634 | | |
| 12,083,753 | | |
| 31,921,634 | |
Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption | |
$ | (0.36 | ) | |
$ | 0.06 | | |
$ | (0.05 | ) | |
$ | 0.19 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, Class A ordinary shares | |
| 1,474,641 | | |
| — | | |
| 526,181 | | |
| — | |
Basic and diluted net (loss) income per ordinary share, Class A ordinary shares | |
$ | (0.36 | ) | |
| — | | |
$ | (0.05 | ) | |
| — | |
Weighted average shares outstanding, Class B ordinary shares | |
| 6,505,768 | | |
| 7,980,409 | | |
| 7,454,228 | | |
| 7,980,409 | |
Basic and diluted net (loss) income per ordinary share, Class B ordinary shares | |
$ | (0.36 | ) | |
$ | 0.06 | | |
$ | (0.05 | ) | |
$ | 0.19 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
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 | |
| — | | |
$ | — | | |
| 7,980,409 | | |
$ | 799 | | |
$ | — | | |
$ | (15,298,312 | ) | |
$ | (15,297,513 | ) |
Reduction of deferred underwriter fees | |
| — | | |
| — | | |
| — | | |
| — | | |
| 10,844,098 | | |
| — | | |
| 10,844,098 | |
Accretion of Class A ordinary shares to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3,568,966 | ) | |
| — | | |
| (3,568,966 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (712,278 | ) | |
| (712,278 | ) |
Balance as of March 31, 2023 | |
| — | | |
| — | | |
| 7,980,409 | | |
| 799 | | |
| 7,275,132 | | |
| (16,010,590 | ) | |
| (8,734,659 | ) |
Accretion of Class A ordinary shares to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (786,320 | ) | |
| — | | |
| (786,320 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,268,484 | | |
| 4,268,484 | |
Balance as of June 30, 2023 | |
| — | | |
| — | | |
| 7,980,409 | | |
| 799 | | |
| 6,488,812 | | |
| (11,742,106 | ) | |
| (5,252,495 | ) |
Conversion of Class B shares to Class A shares | |
| 7,980,409 | | |
| 799 | | |
| (7,980,409 | ) | |
| (799 | ) | |
| — | | |
| — | | |
| — | |
Accretion of Class A ordinary shares to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,084,311 | ) | |
| — | | |
| (1,084,311 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,605,843 | ) | |
| (4,605,843 | ) |
Balance as of September 30, 2023 | |
| 7,980,409 | | |
$ | 799 | | |
| — | | |
$ | — | | |
$ | 5,404,501 | | |
$ | (16,347,949 | ) | |
$ | (10,942,649 | ) |
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 | |
| — | | |
$ | — | | |
| 7,980,409 | | |
$ | 799 | | |
$ | — | | |
$ | (21,181,135 | ) | |
$ | (21,180,336 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,371,079 | | |
| 3,371,079 | |
Balance as of March 31, 2022 | |
| — | | |
| — | | |
| 7,980,409 | | |
| 799 | | |
| — | | |
| (17,810,056 | ) | |
| (17,809,257 | ) |
Accretion of Class A ordinary shares to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (495,712 | ) | |
| (495,712 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,879,429 | | |
| 1,879,429 | |
Balance as of June 30, 2022 | |
| — | | |
| — | | |
| 7,980,409 | | |
| 799 | | |
| — | | |
| (16,426,339 | ) | |
| (16,425,540 | ) |
Accretion of Class A ordinary shares to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,443,470 | ) | |
| (1,443,470 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,485,292 | | |
| 2,485,292 | |
Balance as of September 30, 2022 | |
| — | | |
$ | — | | |
| 7,980,409 | | |
$ | 799 | | |
$ | — | | |
$ | (15,384,517 | ) | |
$ | (15,383,718 | ) |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
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 | |
$ | (1,049,638 | ) | |
$ | 7,735,800 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investments held in Trust Account | |
| (4,344,597 | ) | |
| (1,922,921 | ) |
Change in fair value of warrant liabilities | |
| 379,216 | | |
| (8,499,501 | ) |
Reduction of deferred underwriter fees | |
| (328,474 | ) | |
| — | |
Issuance of Forward Purchase Agreement | |
| 308,114 | | |
| — | |
Change in fair value of Forward Purchase Agreement | |
| (308,114 | ) | |
| — | |
Change in fair value of subscription liability | |
| (557,645 | ) | |
| | |
Interest expense – debt discount | |
| 3,815,529 | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expense | |
| 16,081 | | |
| 269,998 | |
Due to related party | |
| 23,966 | | |
| 90,000 | |
Accounts payable and accrued expenses | |
| 1,335,939 | | |
| 1,578,259 | |
Net cash used in operating activities | |
| (709,623 | ) | |
| (748,365 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Extension payment deposit in Trust | |
| (1,095,000 | ) | |
| — | |
Cash withdraw from Trust Account for redemptions | |
| 294,254,572 | | |
| — | |
Net cash provided by investing activities | |
| 293,159,572 | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from the subscription liability | |
| 1,560,944 | | |
| — | |
Redemption from Trust Account for ordinary shares | |
| (294,254,572 | ) | |
| — | |
Proceeds from promissory note – related party | |
| 250,000 | | |
| 750,000 | |
Net cash (used in) provided by financing activities | |
| (292,443,628 | ) | |
| 750,000 | |
| |
| | | |
| | |
Net Change in Cash | |
| 6,321 | | |
| 1,635 | |
Cash – Beginning of period | |
| 86,401 | | |
| 107,224 | |
Cash – End of period | |
$ | 92,722 | | |
$ | 108,859 | |
| |
| | | |
| | |
Non-Cash investing and financing activities: | |
| | | |
| | |
Accretion of Class A ordinary shares subject to possible redemption | |
$ | 5,439,596 | | |
$ | 1,939,182 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
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 30,000,000 units (the “Units), at $10.00 per Unit, generating
gross proceeds of $300,000,000, which is discussed in Note 3.
Simultaneously with the closing of the IPO,
the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private
Placement Warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one Class A ordinary share at
a price of $11.50 per share, generating gross proceeds of $9,000,000, which is described in Note 4.
The Company granted the underwriter a 45-day
option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price
less the underwriting discounts and commissions.
The underwriter partially exercised
the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $10.00 per Unit. Simultaneously with the issuance and
sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants
to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. On April 14, 2021, $19,216,340,
net of the underwriter discount, was deposited in the Company’s Trust account.
A total of $19,216,340 was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the IPO
and the exercise of the over-allotment option amounted to $18,336,269 consisting of $6,384,327 of underwriting discount, $11,172,572 of
deferred underwriting discount, and $779,370 of other offering costs. Of the transaction costs, $538,777 is included in transaction costs
on consolidated the statements of operations and $17,797,492 is included in consolidated statements of changes in shareholders’
deficit.
Following the closing of
the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over-allotment option, $319,216,340 (approximately
$10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private
Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States at Goldman Sachs, with
Continental Stock Transfer & Trust Company acting as trustee, and was invested in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invests only in direct U.S. government treasury obligations. Except with
respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds
from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until
the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion
of the 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 described herein, (ii) the redemption of any public shares properly tendered in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the
substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their
shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete
its 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 the Company has not consummated its Business Combination within the Combination Period, subject to
applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in
clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an
initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination
Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject
to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders (as defined
below).
The Company will provide shareholders (the
“Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”),
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in
connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a
tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer
will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public
Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s
taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations. The amount in the Trust Account
is initially anticipated to be $10.00 per Public Share.
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 ten 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 $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which
redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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 $5,000,001 (the “Redemption Limitation”) in order to allow
Plum to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption
Limitation Amendment Proposal”). The shareholders of Plum approved the Extension Amendment Proposal and the Redemption
Limitation Amendment Proposal at the Shareholder Meeting and on March 15, 2023, Plum filed the amendment to the Articles with
the Registrar of Companies of the Cayman Islands.
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.
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 100% of its public shares if the Company does not complete our initial Business Combination within the Combination
Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive
their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to
consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions
from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within
the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination.
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 $20,000,000.00 (the “Trust Reduction”), which amount will be
used to compulsorily redeem up to 3,228,218 Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account as of two business days prior to the redemption date, including interest (which interest shall be net of
taxes payable), divided by the number of then-outstanding public shares (“Trust Reduction Proposal”). The shareholders of
the Company approved the Second Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder Meeting and on September
13, 2023, the Company filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.
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 1,972,625 Class A ordinary shares properly exercised their right to redeem their
shares for cash at a redemption price of $10.72 per share, for an aggregate redemption amount of $21,142,260.78 (the “Redemption”).
Upon completion of the Class B Conversion and the Redemption, 7,980,409 shares of Class A common stock, excluding 3,255,593
shares of Class A Ordinary Shares subject to possible redemption, and no shares of Class B common stock remain issued and outstanding.
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 $25,000 (see Note 5) for the Founder
Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company
Working Capital Loans (see Note 5). As of September 30, 2023 and December 31, 2022, the Company had $1,000,000 outstanding
under Working Capital Loans.
As of September 30, 2023, the Company had
$92,722 in its operating bank account and a working capital deficit of $14,556,550.
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.
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.
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 $35,096,667 and $323,911,642, respectively, of investments held in a money market fund characterized
as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund
as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.”
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 $250,000. The Company has not experienced losses on these accounts and management believes the Company
is not exposed to significant risks on such accounts.
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.
As of September 30, 2023 and December 31,
2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following
table:
Ordinary shares subject to possible redemption, December 31, 2022 | |
$ | 323,911,642 | |
Less: | |
| | |
Redemptions of ordinary shares | |
| (294,254,572 | ) |
Plus: | |
| | |
Accretion adjustment of carrying value to redemption value | |
| 5,439,597 | |
Ordinary shares subject to possible redemption, September 30, 2023 | |
$ | 35,096,667 | |
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 2,500,000 forward purchase securities were recognized as a derivative liability in accordance with ASC 815. Accordingly,
the Company recognized the forward purchase securities as a liability at its fair value and adjust the instrument to its fair value at
each reporting period. The liability will be subject to re-measurement at each balance sheet date until exercised. The fair value of the
forward purchase securities is measured using a Probability Weighted Expected Return Model that values the FPA based on future projections
of various potential outcomes.
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 $1,500,000 from the
Investor to fund the Articles Extension and to provide working capital to the Company during the Articles Extension (“Investor’s
Capital Commitment”). In consideration of the funds, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar
the Investor funds (the “Subscription Shares”) to the Investor at the closing of the Business Combination. The Subscription
Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement.
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 $1,500,000 from the Investor to fund the Articles extension and to provide working capital to the Company during the Articles Extension.
See Note 8 for further details.
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 $1,090,000 from the Investor to fund the Extension and to provide working capital to the Company during the
Extension. In consideration of the funds, Sponsor will transfer 1 share of a Class A ordinary share for each dollar the Investor
funds (the “Subscription Shares”) to the Investor at the closing of the Business Combination. The Subscription Shares shall
be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement. See Note 8 for further details.
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.
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 12,640,544 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 ordinary share is the same as basic net (loss)
income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute
basic and diluted net (loss) income per share for each class of ordinary share:
| |
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 | |
$ | (1,767,793 | ) | |
$ | (524,423 | ) | |
$ | (2,313,627 | ) | |
$ | (632,150 | ) | |
$ | (27,527 | ) | |
$ | (389,961 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Denominator | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Shares Outstanding including common stock subject to redemption | |
| 4,970,919 | | |
| 1,474,641 | | |
| 6,505,768 | | |
| 12,083,753 | | |
| 526,181 | | |
| 7,454,228 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per shares | |
$ | (0.36 | ) | |
$ | (0.36 | ) | |
$ | (0.36 | ) | |
$ | (0.05 | ) | |
$ | (0.05 | ) | |
$ | (0.05 | ) |
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
30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-fifth of one
redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustment (see Note 6).
On April 14, 2021, the Company sold
an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one-fifth
of one redeemable warrant.
All of the 31,921,634 Class A ordinary
share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection
with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance
on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the
Company require ordinary share subject to redemption to be classified outside of permanent equity.
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.
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate
purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the
Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares
for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds
from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the Private Placement Warrants will expire worthless.
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 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s
officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they
will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted
transferees, has the option to exercise the Private Placement Warrants on a cashless basis.
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
$25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares,
par value $0.0001 per share (the “Founder Shares”). Up to 1,125,000 Founder Shares were subject to forfeiture to the extent
that the over-allotment option was not exercised in full by the underwriter. On April 14, 2021 the underwriter partially exercised
its over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591. On May 2,
2021 the underwriter’s over-allotment option expired and 644,591 Founder Shares were forfeited to the Company.
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) one 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 $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash,
securities or other property (the “Lock-up”).Any permitted transferees would be subject to the same restrictions and other
agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.
Promissory Note — Related Party
On January 13, 2021, the Sponsor agreed
to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan is non-interest bearing
and payable on the earlier of November 30, 2021 or the completion of the IPO. As of September 30, 2023 and December 31,
2022, the Company has no borrowings under the Note. Borrowings under this note are no longer available.
On March 16, 2023, Plum issued an unsecured
promissory note in the total principal amount of up to $250,000 (the “Promissory 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 Promissory
Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses
or entities. In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation
only from amounts remaining outside of Plum’s trust account, if any. The Promissory Note is subject to customary events of
default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable
with regard to the Promissory Note becoming immediately due and payable. As of September 30, 2023 and December 31, 2022,
the Company has $250,000 and $0 borrowings under the Note.
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 $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination
entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties
other than the Sponsor its affiliates or any members of the Company’s management team as the Company does not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust
Account.
On January 31, 2022, the Company issued
an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale (the “Payee”).
The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. The
Company may draw on the 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 Note shall
not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Payee shall have the
option, but not the obligation, to convert the principal balance of the 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 Note is subject to customary events of default, the occurrence
of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming
immediately due and payable.
On July 11, 2022, the Company issued
an unsecured promissory note (the “Second Note”) in the principal amount of $500,000 to Ursula Burns (the “Second Payee”).
The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. Up
to fifty percent (50%) of the principal of the 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 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 Second Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation
of a Business Combination, the Second Payee shall have the option, but not the obligation, to convert the principal balance of the Second
Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Second Note is
subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Second Note and
all other sums payable with regard to the Second Note becoming immediately due and payable.
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 $1,500,000 and $1,090,000, respectively, 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 Convertible Promissory Notes
do not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The
Convertible Promissory Notes 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. The warrants would be identical to the Private Placement Warrants. The Company has
evaluated the accounting treatment of the convertible notes under ASC 815. The Company has determined that the conversion feature would
be the only consideration to be provided to Sponsor if Sponsor exercises the conversion feature. As of September 30, 2023, the fair
value of the conversion feature embedded in the Convertible Promissory Note has been determined to have de minis value.
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 $480,000
to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective
as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an
aggregate of 360,000 Founder Shares. Investor paid $480,000 to the Sponsor on March 17, 2023.
Subsequently, on May 23, 2023,
Investor agreed to pay the Sponsor an aggregate of $270,000 to fund the Company’s working capital requirements during the Articles
Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination
Agreement in accordance with its terms or otherwise, an aggregate of 202,500 Founder Shares. Investor paid $270,000 to the Sponsor on
May 23, 2023.
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 $1,500,000 from the Investor to fund the Articles Extension and to provide working capital
to the Company during the Articles Extension. Investor paid $160,000 to the Sponsor on July 14, 2023.
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 $1,090,000 from the Investor to fund the Extension and to provide working capital to the Company during
the Extension. In consideration of the funds, Sponsor will transfer 1 share of a Class A ordinary share for each dollar the Investor funds
(the “Subscription Shares”) to the Investor at the closing of the Business Combination. Investor paid $750,000 to the Sponsor
on July 25, 2023.
Subsequently, Investor agreed to pay
the Sponsor an aggregate of $910,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor
agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance
with its terms or otherwise, an aggregate of 1,432,500 Founder Shares.
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 $10,000 per month for office space, secretarial and administrative services provided to members
of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly
fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company
by the employees, consultants and or members of the Sponsor or its affiliates. For the three and nine months ended September 30,
2023 and 2022, the Company incurred $30,000 and $90,000, respectively, in fees for office space, secretarial and administrative services,
of which such amounts are included in the due to related party in the accompanying consolidated balance sheets. For the three and
nine months ended September 30, 2023, the Company incurred $13,606 and $201,488, in fees for reimbursement of costs of
salaries, respectively. For the three and nine months ended September 30, 2022, the Company incurred $134,755 and $443,934,
in fees for reimbursement of costs of salaries, respectively.
NOTE 6 — WARRANTS
The Public Warrants will become exercisable
at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination;
provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their
warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or
exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company has agreed that as soon
as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, it will use
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same
to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are at the time of any exercise of
a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially
reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a
registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day
after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially
reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to
the lesser of (A) the quotient obtained by dividing (x) the product of
the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as
defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value”
as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days
ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
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 $18.00
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 $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day
period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $10.00
Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
| ● | in
whole and not in part; |
| ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair
market value” of our Class A ordinary shares (as defined above); |
| ● | if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
| ● | if
the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third
trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement
Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
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 $9.20 per ordinary share (with such issue
price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date
of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of
our Class A ordinary shares during
the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price
described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price,
and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of
the Market Value and the Newly Issued Price.
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 $35.1 million and $323.9 million in
U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three months but
less than one year to be short-term investments.
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
$9,191,162 as of September 30, 2023. The initial fair value of the subscription liability was estimated using a probability weighted
expected return model. The subscription liability is considered to be a Level 3 financial instrument. The debt discount is being
amortized to interest expense as a non-cash charge over the term of the subscription liability, in which is generally the Company’s
expected Business Combination date at the time of each draw. During the period ended September 30, 2023, the Company recorded $3,815,529
of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount as of September 30,
2023 amounted to $4,372,334.
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
no FPA liability outstanding.
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 $0 as of September 30, 2023.
The following table presents fair
value information as of September 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that
were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value.
September 30, 2023 | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets | |
| | |
| | |
| | |
| |
Investments held in Trust Account—U.S. Money Market | |
$ | 35,096,667 | | |
$ | 35,096,667 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Public warrant liability | |
| 383,060 | | |
| 383,060 | | |
| — | | |
| — | |
Private warrant liability | |
| 375,373 | | |
| — | | |
| 375,373 | | |
| — | |
Subscription liability | |
| 9,191,162 | | |
| — | | |
| — | | |
| 9,191,162 | |
Sponsor loan conversion option | |
| — | | |
| — | | |
| — | | |
| — | |
Total | |
$ | 9,949,595 | | |
$ | 383,060 | | |
$ | 375,373 | | |
$ | 9,191,162 | |
December 31, 2022 | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets | |
| | |
| | |
| | |
| |
Investments held in Trust Account—U.S. Money Market | |
$ | 323,911,642 | | |
$ | 323,911,642 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Public warrant liability | |
| 191,529 | | |
| 191,529 | | |
| — | | |
| — | |
Private warrant liability | |
| 187,687 | | |
| — | | |
| 187,687 | | |
| — | |
Total | |
$ | 379,216 | | |
$ | 191,529 | | |
$ | 187,687 | | |
$ | — | |
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 no FPA liability outstanding.
The following table presents the changes
in the fair value of the forward purchase agreement (“FPA”) liability:
| |
FPA | |
Fair value as of January 1, 2023 | |
$ | — | |
Issuance of FPA liability | |
| 308,114 | |
Change in fair value | |
| 325,091 | |
Fair value as of March 31, 2023 | |
$ | 633,205 | |
Change in fair value | |
| (633,205 | ) |
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 $0 and $308,114, respectively.
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.
The key inputs into the present value
model for the commitment fee shares liability were as follows:
| |
March 17, | | |
May 23, | | |
July 14, | | |
July 25, | | |
September 30, | |
| |
2023 | | |
2023 | | |
2023 | | |
2023 | | |
2023 | |
Restricted term | |
| 1.12 | | |
| 1.04 | | |
| 1.21 | | |
| 1.18 | | |
| 1.00 | |
Risk free rate | |
| 4.60 | % | |
| 5.03 | % | |
| 5.21 | % | |
| 5.28 | % | |
| 5.46 | % |
Volatility | |
| 7.79 | % | |
| 7.12 | % | |
| 2.45 | % | |
| 2.07 | % | |
| 2.32 | % |
Stock price | |
$ | 10.22 | | |
$ | 10.45 | | |
$ | 10.53 | | |
$ | 10.59 | | |
$ | 10.63 | |
Strike price | |
$ | 10.00 | | |
$ | 10.00 | | |
$ | 10.00 | | |
$ | 10.00 | | |
$ | 10.00 | |
Term of debt conversion | |
| 0.62 | | |
| 0.54 | | |
| 0.71 | | |
| 0.68 | | |
| 0.50 | |
Probability of business combination | |
| 80 | % | |
| 60 | % | |
| 60 | % | |
| 60 | % | |
| 60 | % |
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 | |
| 3,202,222 | |
Change in fair value | |
| 18,277 | |
Fair value as of March 31, 2023 | |
$ | 3,220,499 | |
Change in fair value | |
| (2,655,232 | ) |
Fair value as of June 30, 2023 | |
$ | 1,946,467 | |
Issuance of subscription liability | |
| 5,165,385 | |
Change in fair value | |
| 2,079,310 | |
Fair value as of September 30, 2023 | |
$ | 9,191,162 | |
The changes in the fair value of the subscription purchase agreement
liability for the three and nine months ended September 30, 2023 are ($2,079,310) and $557,645, respectively.
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, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a
45-day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO
price less the underwriting discounts and commissions. The underwriter partially exercised the over-allotment option and, on April 14,
2021, the underwriter purchased 1,921,634 Units.
On March 18, 2021, the Company
paid the underwriter’s fee of $6,000,000 upon the closing of the IPO. Upon partial exercise of the over-allotment option, the
Company paid $384,327 to the underwriter.
In addition, the Underwriting Agreement
provides $11,172,572 to be payable to the underwriter for deferred underwriting commissions. However, the underwriter, Goldman Sachs,
waived any entitlement it has to such commissions under the Underwriting Agreement.
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 $11,172,572. In doing so,
Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the Underwriting Agreement dated March 15, 2021.
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) $480,000 or (B) $0.12 for each Class A ordinary share, par value $0.0001 per share (each a “Public
Share”) remaining after the holders of the Company’s Public Shares elected to redeem all or a portion of their Public Shares
(the “Redemption”), in exchange fora non-interest bearing, unsecured promissory note issued by the Company to the
Lender.
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) $160,000 or (B) $0.04 for each Public Share remaining
after the Redemption, in exchange for a non-interest bearing, unsecured promissory note issued by Plum to the Lender.
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 $1,500,000 from the
Investor to fund the Articles Extension (defined below) and to provide working capital to the Company during the Articles Extension (“Investor’s
Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the 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”); |
| (b) | in
consideration of the Capital Calls, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar the Investor funds pursuant
to the Capital Call(s) (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 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 1 Class A ordinary share for each
$10 of the Capital Calls funded under the Subscription Agreement. If the Company liquidates without consummating the Business Combination,
any amounts remaining in the Sponsor or Company’s cash accounts, not including monies held in 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 Subscription Agreement not to exceed $5,000. |
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 $1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide
working capital to the Company during the Articles Extension (“Investor’s Capital Commitment”). As such, subject to,
and in accordance with the terms and conditions of the A&R 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”); |
| (b) | in
consideration of the Capital Calls, Sponsor will transfer (i) 0.75 shares of Class A ordinary share for each dollar the Investor
funds pursuant to the Capital Call(s) in respect of the initial contribution, and (ii) 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 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 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 1 Class A ordinary share
for each $10 of the Capital Calls funded under the A&R 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; |
| (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 $5,000; and |
| (f) | an
amount that is up to $160,000 (being the total and final amount that the Sponsor can call as the second contribution) may be requested
by the Sponsor in one or more Capital Notices before July 31, 2023. |
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 $1,090,000 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 Second 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 $750,000 of the Investor’s Capital Commitment was deemed the subject of a Capital Call concurrently with the execution of
the Second 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 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 1 Class A ordinary share
for each $10 of the Capital Calls funded under the Second 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 Second Subscription Agreement not to exceed $5,000. |
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 $1,090,000
to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination.
As noted, an initial draw in the amount of $750,000 occurred on July 25, 2023. 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 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 $160,000 into
the Trust Account on each occasion.
On September 15, 2023, the Company made a deposit
of $135,000 to the trust account and extended the period of time the Company has to consummate an initial business combination from September
18, 2023 to December 18, 2023.
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 2,500,000 shares of (i) prior to the Closing, Class A common stock of the Company and (ii) after the Closing (such
shares, the “FPA Shares”). Seller may not beneficially own greater than 9.9% of the FPA Shares on a pro forma basis.
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 $0.60 (which amount will
be increased by another $0.60 per year for each year by which the maturity is deferred by Seller), The Prepayment Amount will
be credited against this repurchase price. Prior to maturity, if Seller sells these shares for over $10.00 per share, it will repay $10.00
per share to Plum.
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 1,000,000 preference shares at par value of $0.0001, with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of
directors. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 per share. At September 30,
2023 and December 31, 2022, there were 7,980,409 and no Class A Ordinary Shares outstanding excluding 3,255,593 and 31,921,634
shares of Class A Ordinary Shares subject to possible redemption, respectively.
Class B Ordinary Shares —
The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 per share. Holders are entitled
to one vote for each Class B ordinary share. With the underwriter’s over-allotment option expiring in May 2021 partially
unexercised, the initial shareholders forfeited 644,591 to the Company for no consideration so that the initial shareholders would collectively
own 20% of the Company’s issued and outstanding ordinary shares after the IPO. As of September 30, 2023 and December 31,
2022, there were 0 and 7,980,409 shares of Class B Ordinary Shares issued and outstanding, respectively.
Holders of the Class A ordinary
shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the
Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles
of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote
of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
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, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the
total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to
the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event
will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
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.
An aggregate of 1,972,625 Class A
ordinary shares of the Company were tendered for redemption in connection with the shareholders’ vote at the EGM.
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”).
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 $800,000 from the Investor to fund the Extension and to provide working capital to the Company
during the Extension (“Investor’s Capital Commitment”).
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 $800,000 to
Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination.
As noted, an initial draw in the amount of $249,750 occurred on November 21, 2023. 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.
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.
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.
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).
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.
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.
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.
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”).
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. |
Item 6. Exhibits.
Exhibit
Number |
|
Description |
|
|
|
2.1 |
|
Business Combination Agreement, dated March 2, 2023.(1) |
|
|
|
10.1 |
|
Amended and Restated Subscription Agreement dated July 14, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and Polar Multi-Strategy Master Fund (2) |
|
|
|
10.2 |
|
Subscription Agreement dated July 25, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and Polar Multi-Strategy Master Fund (3) |
|
|
|
10.3 |
|
Promissory Note in favor of Plum Partners LLC, dated effective as of July 25, 2023 (4) |
|
|
|
10.4 |
|
Amendment No. 1 to the Amended and Restated Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and Polar Multi-Strategy Master Fund* |
|
|
|
10.5 |
|
Amendment No. 1 to the Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and Polar Multi-Strategy Master Fund* |
|
|
|
10.6 |
|
Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and Polar Multi-Strategy Master Fund* |
|
|
|
10.7 |
|
Promissory Note in favor of Plum Partners LLC, dated effective October 18, 2023* |
|
|
|
10.8 |
|
Subscription Agreement dated November 12, 2023, by and among Plum Acquisition Corp. I, Plum Partners LLC, and
Palmeira Investment Limited* |
|
|
|
10.9 |
|
Promissory Note in favor of Plum Partners LLC, dated effective November 12, 2023* |
|
|
|
31.1 |
|
Certification of Chief Executive Officer 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.* |
|
|
|
31.2 |
|
Certification of Co-Chief Executive Officer 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.* |
|
|
|
32.1 |
|
Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
|
|
|
32.2 |
|
Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
|
|
|
101.INS |
|
Inline XBRL Instance Document* |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document* |
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document* |
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document* |
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document* |
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document* |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101)* |
* |
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. |
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 |
|
98-1577353
0.05
0.06
0.19
0.36
0.05
0.36
0.05
0.06
0.19
0.36
P10Y
12083753
1474641
4970919
6505768
7454228
526181
0.05
0.05
0.05
0.36
0.36
0.36
P1Y
P5Y
P3M
P1Y
false
--12-31
Q3
0001840317
0001840317
2023-01-01
2023-09-30
0001840317
plmi:UnitsEachConsistingOfOneClassAOrdinaryShare00001ParValueAndOnefifthOfOneRedeemableWarrantMember
2023-01-01
2023-09-30
0001840317
plmi:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember
2023-01-01
2023-09-30
0001840317
plmi:RedeemableWarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member
2023-01-01
2023-09-30
0001840317
us-gaap:CommonClassAMember
2023-11-20
0001840317
us-gaap:CommonClassBMember
2023-11-20
0001840317
2023-09-30
0001840317
2022-12-31
0001840317
us-gaap:RelatedPartyMember
2023-09-30
0001840317
us-gaap:RelatedPartyMember
2022-12-31
0001840317
us-gaap:CommonClassAMember
2023-09-30
0001840317
us-gaap:CommonClassAMember
2022-12-31
0001840317
us-gaap:CommonClassBMember
2023-09-30
0001840317
us-gaap:CommonClassBMember
2022-12-31
0001840317
2023-07-01
2023-09-30
0001840317
2022-07-01
2022-09-30
0001840317
2022-01-01
2022-09-30
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2023-07-01
2023-09-30
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2022-07-01
2022-09-30
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2023-01-01
2023-09-30
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2022-01-01
2022-09-30
0001840317
us-gaap:CommonClassAMember
2023-07-01
2023-09-30
0001840317
us-gaap:CommonClassAMember
2022-07-01
2022-09-30
0001840317
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001840317
us-gaap:CommonClassAMember
2022-01-01
2022-09-30
0001840317
us-gaap:CommonClassBMember
2023-07-01
2023-09-30
0001840317
us-gaap:CommonClassBMember
2022-07-01
2022-09-30
0001840317
us-gaap:CommonClassBMember
2023-01-01
2023-09-30
0001840317
us-gaap:CommonClassBMember
2022-01-01
2022-09-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-12-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-12-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001840317
us-gaap:RetainedEarningsMember
2022-12-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001840317
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001840317
2023-01-01
2023-03-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-03-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-03-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001840317
us-gaap:RetainedEarningsMember
2023-03-31
0001840317
2023-03-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001840317
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001840317
2023-04-01
2023-06-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-06-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-06-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001840317
us-gaap:RetainedEarningsMember
2023-06-30
0001840317
2023-06-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001840317
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2023-09-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2023-09-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001840317
us-gaap:RetainedEarningsMember
2023-09-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2021-12-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2021-12-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001840317
us-gaap:RetainedEarningsMember
2021-12-31
0001840317
2021-12-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001840317
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001840317
2022-01-01
2022-03-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-03-31
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-03-31
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001840317
us-gaap:RetainedEarningsMember
2022-03-31
0001840317
2022-03-31
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001840317
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001840317
2022-04-01
2022-06-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-06-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-06-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001840317
us-gaap:RetainedEarningsMember
2022-06-30
0001840317
2022-06-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0001840317
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0001840317
us-gaap:CommonClassAMember
us-gaap:CommonStockMember
2022-09-30
0001840317
us-gaap:CommonClassBMember
us-gaap:CommonStockMember
2022-09-30
0001840317
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001840317
us-gaap:RetainedEarningsMember
2022-09-30
0001840317
2022-09-30
0001840317
2021-03-18
2021-03-18
0001840317
plmi:SponsorMember
us-gaap:IPOMember
2021-03-18
0001840317
us-gaap:IPOMember
2021-03-18
2021-03-18
0001840317
plmi:PrivatePlacementWarrantMember
2023-01-01
2023-09-30
0001840317
plmi:PrivatePlacementWarrantMember
2023-09-30
0001840317
us-gaap:CommonClassAMember
us-gaap:IPOMember
2023-09-30
0001840317
plmi:UnderwritersMember
us-gaap:OverAllotmentOptionMember
2023-01-01
2023-09-30
0001840317
us-gaap:OverAllotmentOptionMember
2021-04-14
2021-04-14
0001840317
us-gaap:OverAllotmentOptionMember
2021-04-14
0001840317
plmi:PrivatePlacementWarrantMember
plmi:SponsorMember
us-gaap:CommonClassAMember
2021-04-14
2021-04-14
0001840317
us-gaap:IPOMember
2023-01-01
2023-09-30
0001840317
us-gaap:IPOMember
2021-03-18
0001840317
2021-03-18
0001840317
2023-09-18
2023-09-18
0001840317
us-gaap:CommonStockSubjectToMandatoryRedemptionMember
us-gaap:CommonClassAMember
2023-09-30
0001840317
2023-09-13
0001840317
plmi:FounderSharesMember
2021-03-18
2021-03-18
0001840317
2022-01-01
2022-12-31
0001840317
us-gaap:IPOMember
2023-09-30
0001840317
plmi:SubscriptionAgreementMember
plmi:SponsorMember
2023-03-16
0001840317
plmi:SubscriptionAgreementMember
us-gaap:CommonClassAMember
2023-03-16
0001840317
2023-07-14
2023-07-14
0001840317
2023-07-25
2023-07-25
0001840317
us-gaap:CommonClassAMember
us-gaap:IPOMember
2021-03-18
2021-03-18
0001840317
us-gaap:CommonClassAMember
us-gaap:IPOMember
2021-03-18
0001840317
us-gaap:WarrantMember
us-gaap:CommonClassAMember
us-gaap:IPOMember
2021-03-18
2021-03-18
0001840317
us-gaap:WarrantMember
us-gaap:CommonClassAMember
2021-04-14
2021-04-14
0001840317
us-gaap:WarrantMember
us-gaap:CommonClassAMember
2021-04-14
0001840317
us-gaap:CommonClassAMember
us-gaap:OverAllotmentOptionMember
2021-04-14
2021-04-14
0001840317
plmi:PrivatePlacementWarrantsMember
2023-01-01
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
plmi:SponsorMember
2021-04-14
2021-04-14
0001840317
plmi:PrivatePlacementWarrantsMember
plmi:SponsorMember
2021-04-14
0001840317
plmi:FounderSharesMember
plmi:SponsorMember
us-gaap:CommonClassBMember
2021-01-13
2021-01-13
0001840317
plmi:FounderSharesMember
plmi:SponsorMember
2021-01-13
0001840317
plmi:FounderSharesMember
plmi:SponsorMember
us-gaap:CommonClassBMember
2021-01-13
0001840317
plmi:FounderSharesMember
us-gaap:OverAllotmentOptionMember
2021-01-13
0001840317
plmi:FounderSharesMember
us-gaap:OverAllotmentOptionMember
2021-04-14
2021-04-14
0001840317
plmi:FounderSharesMember
us-gaap:OverAllotmentOptionMember
2021-04-14
0001840317
plmi:FounderSharesMember
2021-05-02
2021-05-02
0001840317
plmi:FounderSharesMember
2023-01-01
2023-09-30
0001840317
plmi:FounderSharesMember
us-gaap:CommonClassAMember
2023-09-30
0001840317
plmi:SponsorMember
2021-01-13
0001840317
plmi:MrKanishkaRoyMember
2023-03-16
2023-03-16
0001840317
plmi:MrKanishkaRoyMember
2023-03-14
0001840317
plmi:MrKanishkaRoyMember
2023-09-30
0001840317
plmi:MrKanishkaRoyMember
2022-12-31
0001840317
plmi:PrivatePlacementWarrantsMember
plmi:WorkingCapitalLoansMember
2023-09-30
0001840317
us-gaap:UnsecuredDebtMember
plmi:MikeDinsdaleMember
2022-01-31
2022-01-31
0001840317
us-gaap:UnsecuredDebtMember
plmi:MikeDinsdaleMember
2023-03-18
2023-03-18
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:UnsecuredDebtMember
plmi:MikeDinsdaleMember
2022-01-31
0001840317
us-gaap:UnsecuredDebtMember
plmi:UrsulaBurnsMember
2022-07-11
0001840317
us-gaap:UnsecuredDebtMember
plmi:UrsulaBurnsMember
2022-08-25
2022-08-25
0001840317
plmi:ConvertiblePromissoryNotesMember
2023-03-17
2023-03-17
0001840317
plmi:ConvertiblePromissoryNotesMember
2023-07-25
2023-07-25
0001840317
plmi:PrivatePlacementWarrantsMember
plmi:ConvertiblePromissoryNotesMember
2023-07-25
0001840317
plmi:SubscriptionAgreementMember
plmi:SponsorMember
2023-03-16
2023-03-16
0001840317
plmi:SubscriptionAgreementMember
plmi:FounderSharesMember
2023-03-16
0001840317
plmi:SubscriptionAgreementMember
plmi:SponsorMember
2023-03-17
2023-03-17
0001840317
plmi:SubscriptionAgreementMember
plmi:SponsorMember
2023-05-23
2023-05-23
0001840317
plmi:SubscriptionAgreementMember
plmi:FounderSharesMember
2023-05-23
0001840317
plmi:ARSubscriptionAgreementMember
2023-07-14
2023-07-14
0001840317
plmi:SecondSubscriptionAgreementMember
2023-07-25
2023-07-25
0001840317
plmi:OfficeSpaceSecretarialAndAdministrativeServicesMember
2023-07-01
2023-09-30
0001840317
plmi:OfficeSpaceSecretarialAndAdministrativeServicesMember
2023-01-01
2023-09-30
0001840317
plmi:OfficeSpaceSecretarialAndAdministrativeServicesMember
2022-01-01
2022-09-30
0001840317
plmi:OfficeSpaceSecretarialAndAdministrativeServicesMember
2022-07-01
2022-09-30
0001840317
plmi:ReimbursementOfCostOfSalariesMember
2023-07-01
2023-09-30
0001840317
plmi:ReimbursementOfCostOfSalariesMember
2023-01-01
2023-09-30
0001840317
plmi:ReimbursementOfCostOfSalariesMember
2022-07-01
2022-09-30
0001840317
plmi:ReimbursementOfCostOfSalariesMember
2022-01-01
2022-09-30
0001840317
plmi:PublicWarrantMember
2023-09-30
0001840317
plmi:PublicWarrantMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds18UsdMember
us-gaap:CommonClassAMember
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds18UsdMember
us-gaap:WarrantMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds18UsdMember
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds18UsdMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds10UsdMember
us-gaap:CommonClassAMember
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds10UsdMember
us-gaap:WarrantMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds10UsdMember
us-gaap:WarrantMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds10UsdMember
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceEqualsOrExceeds10UsdMember
2023-01-01
2023-09-30
0001840317
plmi:SharePriceLessThan920UsdMember
us-gaap:CommonClassAMember
2023-09-30
0001840317
us-gaap:WarrantMember
2023-01-01
2023-09-30
0001840317
us-gaap:WarrantMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
2022-12-31
0001840317
srt:MinimumMember
plmi:ShortTermInvestmentMember
2023-01-01
2023-09-30
0001840317
srt:MaximumMember
plmi:ShortTermInvestmentMember
2023-01-01
2023-09-30
0001840317
plmi:SubscriptionLiabilityMember
2023-09-30
0001840317
plmi:FPALiabilityMember
2023-09-30
0001840317
plmi:FPALiabilityMember
2022-12-31
0001840317
plmi:FPALiabilityMember
2023-07-01
2023-09-30
0001840317
plmi:FPALiabilityMember
2023-01-01
2023-09-30
0001840317
plmi:SubscriptionLiabilityMember
2023-07-01
2023-09-30
0001840317
plmi:SubscriptionLiabilityMember
2023-01-01
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-09-30
0001840317
us-gaap:FairValueMeasurementsRecurringMember
plmi:SubscriptionLiabilityMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SubscriptionLiabilityMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SubscriptionLiabilityMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SubscriptionLiabilityMember
2023-09-30
0001840317
us-gaap:FairValueMeasurementsRecurringMember
plmi:SponsorLoanConversionOptionMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SponsorLoanConversionOptionMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SponsorLoanConversionOptionMember
2023-09-30
0001840317
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
plmi:SponsorLoanConversionOptionMember
2023-09-30
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
us-gaap:MoneyMarketFundsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-12-03
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PublicWarrantsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-12-03
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel1Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel2Member
us-gaap:FairValueMeasurementsRecurringMember
2022-12-31
0001840317
plmi:PrivatePlacementWarrantsMember
us-gaap:FairValueInputsLevel3Member
us-gaap:FairValueMeasurementsRecurringMember
2023-12-03
0001840317
plmi:FPALiabilityMember
2023-01-01
2023-03-31
0001840317
plmi:FPALiabilityMember
2023-03-31
0001840317
plmi:SubscriptionLiabilityMember
2022-12-31
0001840317
plmi:SubscriptionLiabilityMember
2023-01-01
2023-03-31
0001840317
plmi:SubscriptionLiabilityMember
2023-03-31
0001840317
plmi:SubscriptionLiabilityMember
2023-04-01
2023-06-30
0001840317
plmi:SubscriptionLiabilityMember
2023-06-30
0001840317
us-gaap:MeasurementInputExpectedTermMember
plmi:SubscriptionLiabilityMember
2023-03-01
2023-03-17
0001840317
us-gaap:MeasurementInputExpectedTermMember
plmi:SubscriptionLiabilityMember
2023-05-01
2023-05-23
0001840317
us-gaap:MeasurementInputExpectedTermMember
plmi:SubscriptionLiabilityMember
2023-07-01
2023-07-14
0001840317
us-gaap:MeasurementInputExpectedTermMember
2023-07-01
2023-07-25
0001840317
us-gaap:MeasurementInputExpectedTermMember
2023-01-01
2023-09-30
0001840317
us-gaap:MeasurementInputRiskFreeInterestRateMember
plmi:SubscriptionLiabilityMember
2023-03-01
2023-03-17
0001840317
us-gaap:MeasurementInputRiskFreeInterestRateMember
plmi:SubscriptionLiabilityMember
2023-05-01
2023-05-23
0001840317
us-gaap:MeasurementInputRiskFreeInterestRateMember
plmi:SubscriptionLiabilityMember
2023-07-01
2023-07-14
0001840317
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-07-01
2023-07-25
0001840317
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-01-01
2023-09-30
0001840317
us-gaap:MeasurementInputPriceVolatilityMember
plmi:SubscriptionLiabilityMember
2023-03-01
2023-03-17
0001840317
us-gaap:MeasurementInputPriceVolatilityMember
plmi:SubscriptionLiabilityMember
2023-05-01
2023-05-23
0001840317
us-gaap:MeasurementInputPriceVolatilityMember
plmi:SubscriptionLiabilityMember
2023-07-01
2023-07-14
0001840317
us-gaap:MeasurementInputPriceVolatilityMember
2023-07-01
2023-07-25
0001840317
us-gaap:MeasurementInputPriceVolatilityMember
2023-01-01
2023-09-30
0001840317
us-gaap:MeasurementInputSharePriceMember
plmi:SubscriptionLiabilityMember
2023-03-17
0001840317
us-gaap:MeasurementInputSharePriceMember
plmi:SubscriptionLiabilityMember
2023-05-23
0001840317
us-gaap:MeasurementInputSharePriceMember
plmi:SubscriptionLiabilityMember
2023-07-14
0001840317
us-gaap:MeasurementInputSharePriceMember
2023-07-25
0001840317
us-gaap:MeasurementInputSharePriceMember
2023-09-30
0001840317
us-gaap:MeasurementInputExercisePriceMember
plmi:SubscriptionLiabilityMember
2023-03-17
0001840317
us-gaap:MeasurementInputExercisePriceMember
plmi:SubscriptionLiabilityMember
2023-05-23
0001840317
us-gaap:MeasurementInputExercisePriceMember
plmi:SubscriptionLiabilityMember
2023-07-14
0001840317
us-gaap:MeasurementInputExercisePriceMember
2023-07-25
0001840317
us-gaap:MeasurementInputExercisePriceMember
2023-09-30
0001840317
plmi:MeasurementInputTermsOfDebtConversionMember
plmi:SubscriptionLiabilityMember
2023-03-01
2023-03-17
0001840317
plmi:MeasurementInputTermsOfDebtConversionMember
plmi:SubscriptionLiabilityMember
2023-05-01
2023-05-23
0001840317
plmi:MeasurementInputTermsOfDebtConversionMember
plmi:SubscriptionLiabilityMember
2023-07-01
2023-07-14
0001840317
plmi:MeasurementInputTermsOfDebtConversionMember
2023-07-01
2023-07-25
0001840317
plmi:MeasurementInputTermsOfDebtConversionMember
2023-01-01
2023-09-30
0001840317
plmi:MeasurementInputProbabilityOfBusinessCombinationMember
plmi:SubscriptionLiabilityMember
2023-03-01
2023-03-17
0001840317
plmi:MeasurementInputProbabilityOfBusinessCombinationMember
plmi:SubscriptionLiabilityMember
2023-05-01
2023-05-23
0001840317
plmi:MeasurementInputProbabilityOfBusinessCombinationMember
plmi:SubscriptionLiabilityMember
2023-07-01
2023-07-14
0001840317
plmi:MeasurementInputProbabilityOfBusinessCombinationMember
2023-07-01
2023-07-25
0001840317
plmi:MeasurementInputProbabilityOfBusinessCombinationMember
2023-01-01
2023-09-30
0001840317
plmi:UnderwritersMember
us-gaap:OverAllotmentOptionMember
2021-03-18
2021-03-18
0001840317
2023-01-16
0001840317
plmi:SubscriptionAgreementMember
2023-02-24
0001840317
plmi:SubscriptionAgreementMember
us-gaap:CommonClassAMember
2023-02-24
0001840317
plmi:SubscriptionAgreementMember
2023-01-01
2023-09-30
0001840317
plmi:SubscriptionAgreementMember
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001840317
plmi:SubscriptionAgreementMember
2023-09-30
0001840317
plmi:SubscriptionAgreementMember
us-gaap:CommonClassAMember
2023-07-14
0001840317
plmi:SponsorMember
2023-01-01
2023-09-30
0001840317
2023-07-25
0001840317
plmi:SponsorMember
2023-09-30
0001840317
2023-07-01
2023-07-25
0001840317
us-gaap:WarrantMember
2023-07-25
0001840317
2023-07-14
0001840317
2023-08-16
0001840317
2023-09-15
0001840317
plmi:ForwardPurchaseAgreementMember
2023-03-01
2023-03-01
0001840317
plmi:ForwardPurchaseAgreementMember
2023-03-01
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2023-09-30
0001840317
plmi:ClassOrdinarySharesSubjectToPossibleRedemptionMember
2022-12-31
0001840317
us-gaap:CommonClassBMember
us-gaap:IPOMember
2023-01-01
2023-09-30
0001840317
us-gaap:CommonClassAMember
plmi:FounderSharesMember
2023-01-01
2023-09-30
0001840317
plmi:ARSubscriptionAgreementMember
plmi:InitialSharesMember
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:ARSubscriptionAgreementMember
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:ARSubscriptionAgreementMember
plmi:DeSPACMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:ARSubscriptionAgreementMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:ARSubscriptionAgreementMember
plmi:VWAPMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:ARSubscriptionAgreementMember
plmi:SubscriptionSharesMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
plmi:InitialSharesMember
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
plmi:DeSPACMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
plmi:VWAPMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SecondSubscriptionAgreementMember
plmi:SubscriptionSharesMember
us-gaap:SubsequentEventMember
2023-10-18
0001840317
plmi:SubscriptionSharesMember
us-gaap:SubsequentEventMember
2023-11-12
2023-11-12
0001840317
plmi:SecondSubscriptionAgreementMember
plmi:SponsorMember
2023-09-30
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
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.”
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.”
Amendment No. 1 to the Subscription
Agreement
“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.”
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.
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, 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.
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.
Each Party hereby represents and warrants to each
other Party as of the date of this Agreement that:
“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.
The Parties have caused this Agreement to be duly
executed and delivered, all as of the date first set forth above.
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.
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.
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.
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:
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: