Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2024

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)		(Commission File Number)		(IRS Employer Identification No.)

2021 Fillmore St. #2089

San Francisco, CA 94115

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 683-6773

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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

Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	PLMIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Business Combination Agreement

As previously disclosed, on November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Company”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea” and, collectively, the “Parties”), entered into a Business Combination Agreement (as amended on June 13, 2024, the “Business Combination Agreement”). On September 11, 2024 the Parties entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing has not occurred on or prior to September 16, 2024, and (b) contains a mutual release and waiver of potential claims arising under the BCA prior to the date of the Amendment.

The parties entered into a non-binding terms sheet pursuant to which Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Amendment to Promissory Notes

As previously disclosed, the Company issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to Plum Partners, LLC on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes whereby, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance under such notes divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note whereby, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance under such notes divided by $5 per share.

The foregoing description of the amendments to each of the Promissory Notes and Plum Partners Promissory Note is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibit 10.2, 10.3, 10.4, and 10.5 hereto and which are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 11, 2024, the Board of Directors of the Company elected Helder Antunes to fill the previously disclosed vacancy on the Company’s board of directors to take effect upon the consummation of the Business Combination.

Mr. Antunes is an entrepreneur, technologist, and executive with over 30 years of experience in Silicon Valley and around the world. Currently he serves as CEO of Crowdkeep, an Internet of Things (IoT) company specializing in asset, people, and condition tracking across multiple industries. Mr. Antunes previously served as a Cisco executive for over 20 years, crucial in leading corporate innovation and in the development of many of Cisco’s many security products, such as IoS imbedded security, Cisco Virtual Office (CVO), and Dynamic Multipoint VPN, as well as leading projects like Cisco Connected Car, founding the OpenFog Consortium, and developing the reference architecture for all things IoT. A renowned expert in data security, Internet of Things (IoT), fog computing, and disruptive innovation, Mr. Antunes speaks at numerous conferences and symposiums around the world every year and has presented to the U.S. Congress, and the parliaments of countries like Norway and Portugal on the topics of technology and innovation.

Mr. Antunes has also served as an advisor to the Government of Portugal and the Regional Government of the Azores, counseling on the topics of stimulating high tech development, fostering investment environments, and promoting science & technology education.

Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

The pro forma condensed combined financial information of the Company as of June 30, 2024, and for the year ended December 31, 2023 and six months ended June 30, 2024 is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 2 to Business Combination Agreement, dated September 11, 2024, by and among Plum Acquisition Corp. I, Plum SPAC Merger Sub, Inc., and Veea Inc.
10.2		Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Mr. Michael Dinsdale.
10.3		Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Ms. Ursula Burns.
10.4		Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Mr. Kanishka Roy.
10.5		Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Plum Partners LLC.
99.1		Unaudited pro forma condensed combined financial information of the Company as of June 30, 2024, and for the year ended December 31, 2023 and six months ended June 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This current report on Form 8-K, including the information contained in Exhibits 99.1 hereto, contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding the Company’s financial condition and results of operation after the completion of a potential business combination. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to risks and uncertainties that may cause Veea’s and the Company’s activities or results to differ significantly from those expressed in any forward-looking statement, including changes in domestic and foreign business, market, financial, political and legal conditions; the effect of any announcement of the termination of the Business Combination Agreement on the Company and Veea’s business relationships, operating results, current plans and operations; the amount of redemption requests made by the Company’s public equity holders; changes in applicable laws or regulations; and other risks and uncertainties described from time to time in filings by the Company with the SEC. If any of these risks materialize or the parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Veea or the Company presently know or that Veea and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 (and any amendments thereto) and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Veea and the Company assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Veea nor the Company gives any assurance that either Veea or the Company will achieve its expectations.

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 hereunto duly authorized.

	PLUM ACQUISITION CORP. I
Dated: September 11, 2024

	By:	/s/ Kanishka Roy
		Name:	Kanishka Roy
		Title:	Co-Chief Executive Officer and President

Exhibit 10.1

AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT

This Amendment No. 2 (this “Second Amendment”) to the Business Combination Agreement (as defined below) is entered into as of September 11, 2024, by and among Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Veea Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement.

RECITALS

WHEREAS, on November 27, 2023, the Parties entered into that certain business combination agreement (the “Original Agreement,” and as amended, including by the First Amendment (as defined below) and this Second Amendment, the “Business Combination Agreement”);

WHEREAS, on June 13, 2024, the Parties entered into that certain Amendment No. 1 to the Business Combination Agreement (the “First Amendment”);

WHEREAS, prior to the execution and delivery of this Second Amendment, and as a condition and inducement to Plum’s willingness to enter into this Second Amendment, the Company paid $35,000 (the “Interim Payment”), representing fifty percent of Plum’s costs and expenses payable, as of September 4, 2024, for outstanding payments (A) to Plum’s auditor for the review of Plum’s quarterly report on Form 10-Q for the quarter ended June 30, 2024 and (B) for Plum’s directors’ and officers’ insurance policy premiums;

WHEREAS, Plum hereby acknowledges receipt of the Interim Payment;

WHEREAS, pursuant to Section 12.09 of the Business Combination Agreement, prior to the Closing, the Business Combination Agreement may be amended by a written agreement executed by Plum, on the one hand, and the Company, on the other hand; and

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereby agree as follows.

Amendments to the Business Combination Agreement.

(a)

Article I of the Original Agreement is hereby amended by deleting the definition of “Termination Date” and replacing it with the following:

“Termination Date” has the meaning specified in Section 11.04.

(b)

Section 11.01(d) of the Original Agreement, as amended by the First Amendment, is hereby amended and restated in its entirety as follows:

“Reserved.”

(c)

Section 11.02 of the Original Agreement is hereby amended and restated in its entirety as follows:

“Section 11.02 Effect of Termination. Except as otherwise set forth in this Section 11.02 or Section 12.14, in the event of the termination of this Agreement pursuant to Section 11.01 or Section 11.04, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of (a) Section 7.02 (Trust Account Waiver), Section 9.06(b) (Confidentiality; Access to Information; Publicity), this Section 11.02 (Effect of Termination), Article XII (Miscellaneous) and Section 1.01 (Definitions) (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties, and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 11.01 or Section 11.04 shall not affect any Liability on the part of any Party for a willful and material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud.”

(d)

Article XI of the Original Agreement is hereby amended by adding Section 11.04 as follows:

“Section 11.04. Termination Date. This Agreement shall automatically terminate and shall be of no further force or effect if the Transactions shall not have been consummated on or prior to September 16, 2024 (the “Termination Date”).”

(e)

Article XII of the Original Agreement is hereby amended by adding Section 12.18 as follows:

“Section 12.18. Released Claims (a) Notwithstanding anything to the contrary in this Agreement or any Transaction Document, each Party for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and forever release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors, agents, advisors, legal counsel, accountants, financial advisors, consultants, representatives, managers, members, partners, shareholders, employees, financing sources, Affiliates (including controlling persons and parent companies), officers, directors, members, managers and employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (“Related Parties”), from any and all past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments, remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of the Second Amendment, that in any way arise from or out of, are based upon, or are in connection with or relate to any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents occurring prior to the date of the Second Amendment (collectively, the “Released Claims”); provided, however, that (x) no Party shall be released from any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents that occurred following the date of Second Amendment and (y) notwithstanding anything to the contrary contained in this Section, the provisions of Section 7.02 (Trust Account Waiver) shall continue to apply to the Company and its controlled Affiliates.

(b) It is understood and agreed that, except as provided in the proviso to Section 12.18(a), Section 12.18(a) is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties relating to any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents occurring prior to the date of the Second Amendment. Therefore, each of the Parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.

(c) Except as provided in the proviso to Section 12.18(a), each Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 12.18 shall survive the consummation of the Transactions contemplated by this Agreement and shall survive the termination of this Agreement.”

Miscellaneous. The Original Agreement, as amended by the First Amendment and this Second Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business Combination Agreement and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of the Business Combination Agreement. This Second Amendment shall be integrated in and form part of the Original Agreement upon execution and any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by the First Amendment and this Second Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). Except as expressly provided in the First Amendment and this Second Amendment, all of the terms and provisions in the Original Agreement and the Transaction Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this Second Amendment, the provision of this Second Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.6, and 12.9 through 12.17 of the Original Agreement are hereby incorporated by reference, mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered as of the date first written above.

	PLUM ACQUISITION CORP. I

	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President and Co-Chief Executive Officer

	PLUM SPAC MERGER SUB, INC.

	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Chief Executive Officer

	VEEA INC.

	/s/ Janice Smith
	Name:	Janice Smith
	Title:	Chief Operating Officer

Exhibit 10.2

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Michael J. Dinsdale, a natural person (“Dinsdale” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated January 31, 2022 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

1.1

Section 7 of the Promissory Note (Conversion) is hereby amended to replace Section 7 in its entirety with the following:

“7. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note; and (iii) such shares 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.”

SECTION 2. MISCELLANEOUS

2.1

Governing Law; Jurisdiction. The construction, interpretation and performance of this Amendment shall be governed by the laws of the State of New York. Any and all disputes which may arise between the Parties as a result of or in connection with this Amendment, its interpretation, performance or breach shall be brought and enforced in the courts of the state of New York.

2.2

Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties; provided, however, that no party may assign its rights hereunder without the prior written consent of the other Parties.

2.3

Entire Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof on date hereof. The Agreement, as so amended, including its preamble and exhibits, and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof and supersede all prior agreements and understandings relating thereto.

2.3

Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.9

Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be an original, and together shall constitute one and the same instrument. The Parties may execute this Agreement via facsimile.

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	PAYEE:
	MICHAEL J. DINSDALE

	By:	/s/ Michael J. Dinsdale
	Name:	Michael J. Dinsdale

	MAKER:
	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Co- Chief Executive Officer & President

[Signature Page to Amendment Promissory Note]

Exhibit 10.3

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Ursula Burns, a natural person (“Burns”, and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated July 11, 2022 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

1.1	Section 7 of the Promissory Note (Conversion) is hereby amended to replace Section 7 in its entirety with the following:

“7. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note, and (iii) such shares 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.”

SECTION 2. MISCELLANEOUS

2.1

2.2	Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties; provided, however, that no party may assign its rights hereunder without the prior written consent of the other Parties.

2.3

2.3	Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.9	Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be an original, and together shall constitute one and the same instrument. The Parties may execute this Agreement via facsimile.

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	PAYEE:
	URSULA BURNS

	By:	/s/ Ursula Burns
	Name:	Ursula Burns

	MAKER:
	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Co-Chief Executive Officer & President

[Signature Page to Amendment Promissory Note]

Exhibit 10.4

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Kanishka Roy, a natural person (“Roy” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated March 16, 2023 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

1.1

A new Section 12 to the Promissory Note is hereby added as follows:

“12. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share, pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note, and (iii) such Shares 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.”

SECTION 2. MISCELLANEOUS

2.1

2.2

2.3

Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.9

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	PAYEE:
	KANISHKA ROY

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy

	MAKER:
	PLUM ACQUISITION CORP. I

	By:	/s/ Michael Dinsdale
	Name:	Michael Dinsdale
	Title:	Co-Chief Executive Officer

[Signature Page to Amendment Promissory Note]

Exhibit 10.5

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Plum Partners, LLC, a Delaware limited liability company (“Sponsor” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated July 25, 2023 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

1.1

Section 5 of the Promissory Note (Conversion) is hereby amended to replace Section 5 in its entirety with the following:

“5. Conversion. Immediately prior to the Closing of a Business Combination, (i) any outstanding principal balance in excess of $250,000 of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note; and (iii) such shares 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. For avoidance of doubt, any amounts not converted pursuant to this Section shall remain due and payable in accordance with the terms hereof.”

SECTION 2. MISCELLANEOUS

2.1

2.2

2.3

Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.9

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	PAYEE:
	PLUM PARTNERS, LLC

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Chief Executive Officer

	MAKER:
	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Co-Chief Executive Officer & President

[Signature Page to Amendment Promissory Note]

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited Pro Forma condensed combined financial information presents the combination of financial information of Plum and Veea, adjusted to give effect to the Business Combination.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024 combines the historical unaudited balance sheet of Veea as of June 30, 2024, with the historical unaudited balance sheet of Plum as of June 30, 2024, giving Pro Forma effect to the Business Combination as if it had occurred as of June 30, 2024.

The following unaudited Pro Forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited statement of operations of Veea for the year ended December 31, 2023, and the historical audited statement of operations of Plum for the year ended December 31, 2023 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The following unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2024 combines the historical unaudited statement of operations of Veea for the six months ended June 30, 2024, and the historical audited statement of operations of Plum for the six months ended June 30, 2024 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The unaudited Pro Forma condensed combined financial statements as of June 30, 2024, for the six months ended June 30, 2024 and for the year ended December 31, 2023, has been derived from:

●

the historical audited financial statements of Plum for the year ended December 31, 2023, and the related notes thereto included elsewhere in this Form 8-K; and

●

the historical audited financial statements of Veea for the year ended December 31, 2023, and the related notes thereto included elsewhere in this form 8-K, and

●

the historical unaudited financial statements of Plum for the three and six months ended June 30, 2024, and the related notes thereto included elsewhere in this Form 8-K; and

●

the historical unaudited financial statements of Veea for the three and six months ended June 30, 2024, and the related notes thereto included elsewhere in this Form 8-K.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus, which requires Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

This information should be read together with the financial statements and related notes, as applicable, of each of Veea and Plum included in this Form 8-K.

Description of the Transactions

Business Combination

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the transactions contemplated by the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by transferring by way of continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, Merger Sub will merge with and into Veea, with Veea surviving the merger as a wholly owned subsidiary of Plum (the “Merger”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, will be cancelled and extinguished and converted into the right to receive the number of shares of New Plum Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such Veea Option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each other Veea Convertible Security outstanding immediately prior to the effective time of the Merger will cease to represent a right to acquire Veea Capital Stock, shall be assumed by Plum, and shall be cancelled in exchange for a convertible security to acquire shares of New Plum Common Stock, on the same contractual terms and conditions as were in effect with respect to the Veea Convertible Security immediately prior to the effective time of the Merger under the terms of the relevant agreements governing such Veea Convertible Security, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the board of directors of Plum may determine in good faith are appropriate to effectuate the administration of the convertible securities. The number of shares of New Plum Common Stock issuable pursuant to the convertible security will be determined by multiplying the number of shares of Veea Common Stock subject to the Veea Convertible Security on an as-converted to shares of Veea Common Stock basis as of immediately prior to the effective time of the Merger by (i) the Existing Holder Exchange Ratio in the case of securities convertible into Veea Capital Stock other than New Financing Securities, or (ii) in the case of New Financing Securities or securities convertible into New Financing Securities, the New Veea Shareholder Exchange Ratio. The exercise price per share of New Plum Common Stock will be determined by (rounded up to the nearest whole cent) (x) in the case of securities convertible into Veea Capital Stock other than New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the Existing Holder Exchange Ratio, or (y) in the case of New Financing Securities or securities convertible into New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the New Veea Shareholder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Each Dissenting Share will not be converted into a right to receive a portion of the Transaction Consideration (as defined in the Business Combination Agreement), but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL.

Earnout

The Business Combination Agreement provides holders of Existing Veea Shares with a contingent right to receive Earnout Consideration consisting of up to 4,500,000 additional shares of New Plum Common Stock, subject to the following contingencies:

●

50% of the Earnout Consideration if, at any time during the ten years following the Closing (the “Earnout Period”), the volume-weighted average trading sale price of one share of New Plum Common Stock is greater than or equal to $12.50 per share for any twenty (20) trading-days within any thirty (30) trading-day period; and

●

50% of the Earnout Consideration if, at any time during the Earnout Period, the volume-weighted average trading sale price of one share of New Plum Common Stock is greater than or equal to $15.00 per share for any twenty (20) trading-days within any thirty (30) trading-day period.

If there is a Change of Control Transaction during the Earnout Period, (i) to the extent that the implied price per share of New Plum Common Stock in such transaction is above the applicable stock price targets, the vesting of such Earnout Consideration will accelerate and the Earnout Consideration will be issuable upon the closing of such transaction, and (ii) the contingent obligations for any remaining Earnout Consideration will be rolled over to the resulting company from such transaction, unless after such transaction, the resulting company from such transaction is no longer publicly listed on Nasdaq or another nationally-recognized securities exchange, in which case, any unvested Earnout Consideration will immediately vest.

Amendments to Promissory Notes

As previously disclosed, the Plum issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to Plum Partners, LLC on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes where, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note where, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Plum Partners LLC, a Delaware limited liability company (the “Sponsor”), Plum and Veea entered into a Sponsor Letter Agreement, pursuant to which the Sponsor agreed, among other things, to (a) vote all of its Plum Ordinary Shares in favor of the proposals relating to the Business Combination; (b) refrain from effecting a Plum Shareholder Redemption (as defined in the Business Combination Agreement); (c) exercise the option to extend the period of time Plum is afforded under its governing documents to consummate a business combination, (d) waive certain anti-dilution and conversion rights with respect to its Plum Ordinary Shares which had been granted in connection with Plum’s Initial Public Offering; (e) forfeit its Plum founder shares, at the rate of $10.00 per share, to the extent certain of its expenses exceed $2.5 million or it incurs certain other expenses; and (f) subject 1,726,994 of its Plum founder shares to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period (on the same terms proportionately as the Earnout Shares).

New Financing

The Business Combination Agreement also contemplates that Veea may sell New Financing Securities generating proceeds of up to $70,000,000 (or more with Plum’s consent) between the date of the Business Combination Agreement and the Closing, and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50. As of June 30, 2024 a total of approximately $35.9 million in consideration was received. As of June 30, 2024, approximately $30.8 million in cash has been raised under the New Financing Securities, and approximately $3 million of debt was converted and approximately $2.1 million of other obligations were settled via the issuance of Series A-2 Preferred Shares.

Conditions to Closing of the Business Combination

Pursuant to the Business Combination Agreement, the consummation of the Business Combination is conditioned upon, among other things: (i) the approval by the Plum shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the completion of the offer to redeem the Class A ordinary shares of Plum; (iv) the New Plum Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq; and (v) Plum having at least $5,000,001 of net tangible assets immediately after the Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, if these conditions are not satisfied the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Amendment to the Business Combination Agreement and Additional Conditions to Closing

On September 11, 2024, Plum, Veea, and Merger Sub entered into an entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing has not occurred on or prior to September 16, 2024, and (b) contains a release and waiver of potential claims arising under the BCA prior to the date of the Amendment by the other parties thereto.

Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Plum will be treated as the “acquired” company for financial reporting purposes, and Veea will be the accounting “acquirer” This determination was primarily based on the assumption that:

●

Veea’s current shareholders will hold a majority of the voting power of New Plum post Business Combination;

●

effective upon the Business Combination, the post-combination Board will consist of seven (7) directors, including five (5) directors designated by Veea, one (1) director designated by Plum and one (1) director mutually agreed upon by Plum and Veea;

●

Veea’s operations will substantially comprise the ongoing operations of New Plum; and

●

Veea’s senior management will comprise the senior management of New Plum.

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Basis of Pro Forma Presentation

Plum and Veea have elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual Redemption scenarios of Plum Public Shares into cash as more fully described below:

The following table sets out share ownership of New Plum on a Pro Forma basis reflecting actual redemptions.

	Actual Redemptions
Pro Forma Ownership	Number of Shares		Percent Outstanding
Veea Stockholders⁽¹⁾		17,319,644		52.5	%
NLabs Debt conversion shareholders⁽²⁾		3,147,970		9.5	%
Plum Public Shareholders⁽³⁾		573,771		1.8	%
Sponsor’s Founder Shares⁽⁴⁾		6,253,415		19.0	%
Incentive shares on Convertible Note		533,333		1.6	%
Sponsor Promissory Note converted Shares		329,990		1.0	%
Series A-2 New Financing Securities investors⁽⁵⁾		4,799,512		14.6	%
Total shares outstanding		32,957,635		100	%

(1)

Represents the exchange of outstanding Veea shares into shares of New Plum Common Stock upon the Closing of the Business Combination. This amount excludes 918,954 in New Plum shares as a result of 79,677 Series A-1 Warrants and 839,277 vested options. All of which are currently in the money and exercisable.

(2)

Reflect the conversion of Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) into 3,147,970 shares of New Plum Common Stock at par value of $0.0001 as prescribed in the Business Combination Agreement for the settlement of $12.60 million in related party debt principal and $3.14 million in related interest.

(3)

Reflects actual redemptions as a result of the Extension Redemptions of 19,230 Plum shares, and 2,662,592 Plum shares in the vote for the Business Combination

(4)

Excludes 1,176,994 Class A founder shares of the Sponsor in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events and 550,000 Earnout Shares of the Sponsor reserved as issuable to new investors as incentive to invest in Convertible Note agreement.

(5)

Reflects the receipt of approximately $30.8 million in cash and approximately $5.2 million in the conversion of debt and other outstanding obligations as other consideration received from the sale of New Financing Securities through June 30, 2024, in which Veea issued shares of Series A-2 Preferred Stock and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50 per share, which is a 25% discount to the valuation in the Business Combination Agreement. For Pro Forma purposes this will result in the issuance of 4,799,512 shares of New Plum Common Stock.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, and the unaudited Pro Forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023, are based on the historical financial statements of Plum and Veea. The unaudited Pro Forma adjustments are based on information currently available, assumptions, and estimates underlying the Pro Forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited Pro Forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2024⁽¹⁾

					Actual Redemptions
	Veea (Historical)		Plum (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	869,594	$	1,969	$	6,232,728		A	$	5,569,314
						(957,577	)	B
						4,000,000		H
						(250,000	)	G
						(4,327,400	)	K
Accounts receivables		52,015		—		—				52,015
Inventory, net		7,943,082		—		—				7,943,082
Prepaid expenses and other current assets		5,437,960		66,875		45,382		B		5,550,217
Investments held in Trust Account		—		216,134		(216,134	)	E		—
Total current assets		14,302,651		284,978		4,526,999				19,114,628
Non-current assets
Property, plant and equipment, net		300,392		—		—				300,392
Goodwill		4,793,149		—		—				4,793,149
Intangible assets, net		700,658		—		—				700,658
Right-of-use assets		292,066		—		—				292,066
Investments		452,572		—		—				452,572
Security deposits		85,573		—		—				85,573
Investments held in Trust Account		—		36,374,892		(6,232,728	)	A		—
						(30,142,164	)	E

Total non-current assets		6,624,410		36,374,892		(36,374,892	)			6,624,410
Total assets	$	20,927,061	$	36,659,870	$	(31,847,893	)		$	25,739,038

LIABILITIES
Current liabilities
Revolving line of credit	$	9,000,000	$	—	$	—			$	9,000,000
Related party notes, net		12,598,000		—		(12,598,000	)	F		—
Accrued interest		2,882,982		—		(2,882,982	)	F		—
Accounts payable		2,296,236		5,661,736		(6,250,234	)	B		1,707,738
Accrued expenses		5,547,822		—		—				5,547,822
Operating lease liabilities		300,240		—		—				300,240
Ordinary shares to be redeemed		—		216,134		(216,134	)	E		—
Advances from sponsor		—		213,050		(213,050	)	B		—
Due to related parties		—		400,547		(400,547	)	B		—
Convertible promissory note – related party		—		1,000,000		(1,000,000	)	G		—
Promissory note – related party		—		250,000		(250,000	)	G		—
Subscription liability		—		699,950		(699,950	)	G		—
Total current liabilities		32,625,280		8,441,417		(24,510,897	)			16,555,800
Non-current liabilities
Convertible note		—		—		1,714,286		H		1,714,286
Deferred accounts payable – long term		—		—		2,231,716		B		2,231,716
Warrant liabilities		—		1,074,447		(85,000	)	G		989,447
Total non-current liabilities		—		1,074,447		3,861,002				4,935,449
Total liabilities		32,625,280		9,515,864		(20,649,895	)			21,491,249
Class A common stock subject to possible Redemption		—		36,374,892		(36,374,892	)	E		—

EQUITY
Series A preferred		359		—		(359	)	C		—
Series A-1 preferred		405		—		(405	)	C		—
Series A-2 preferred		197		—		(197	)	I		—
Common stock		73		—		(73	)	C		—

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)

AS OF JUNE 30, 2024⁽¹⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Plum Class A ordinary shares		—			799			1,732		C		3,296
								57		E
								315		F
								33		G
								53		H
								480		I
								(173	)	J
Plum Class B ordinary shares		—			—			—				—
Additional paid-in capital		172,053,812			7,082,596			3,530,792		B		189,941,371
								(895	)	C
								(20,452,553	)	D
								6,232,671		E
								15,739,530		F
								3,469,867		G
								2,285,661		H
								(283	)	I
								173		J
Accumulated deficit		(183,579,814	)		(16,314,281	)		189,128		B		(185,523,627	)
								20,452,553		D
								(258,863	)	F
								(1,684,950	)	G
								(4,327,400	)	K
Accumulated other comprehensive income (loss)		(173,251	)		—			—				(173,251	)
Non-controlling interests		—			—			—				—
Total equity		(11,698,219	)		(9,230,886	)		25,176,894				4,247,789

Total equity and liabilities	$	20,927,061		$	36,659,870		$	(31,847,893	)		$	25,739,038

(1)

The unaudited Pro Forma condensed combined balance sheet as of June 30, 2024 combines the historical unaudited balance sheet of Veea as of June 30, 2024, with the historical unaudited balance sheet of Plum as of June 30, 2024.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTH ENDED JUNE 30, 2024⁽²⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net	$	57,581		$	—		$	—			$	57,581
Cost of Goods Sold		(42,690	)		—			—				(42,690	)
Gross profit		14,891			—			—				14,891
Product development		796,169			—			—				796,169
Sales and marketing		378,404			—			—				378,404
General and administrative		11,102,408			1,708,374			(60,000	)	BB		12,750,782
Depreciation and amortization		137,381			—			—				137,381
Total operating expenses		12,414,362			1,708,374			(60,000	)			14,062,736
Loss from operations		(12,399,471	)		(1,708,374	)		60,000				(14,047,845	)
Other income (expense)
Other income, net		12,659			—			—				12,659
Other expense		(9,310	)		—			—				(9,310	)
Interest expense		(900,942	)		—			(920,841	)	DD		(1,821,783	)
Interest income on cash and investments held in the Trust Account		—			810,050			(810,050	)	AA		—
Change in the fair value of warrant liability		—			568,824			—				568,824
Interest expense – debt discount		—			(651,742	)		651,742		CC		—
(Loss) income before income tax expense		(13,297,064	)		(981,242	)		(1,019,149	)			(15,297,455	)
Income tax expense		—			—			—				—
(Loss) income for the period		(13,297,064	)		(981,242	)		(1,019,149	)			(15,297,455	)
Non-controlling interest		—			—			—				—
Net (loss) income	$	(13,297,064	)	$	(981,242	)	$	(1,019,149	)		$	(15,297,455	)

Basic and diluted net loss earnings per share, Class A common stock subject to possible Redemption				$	(0.09	)
Basic and diluted net loss earnings per share, Class B common stock				$	(0.09	)
Pro Forma weighted average number of shares outstanding – basic and diluted												32,957,635	⁽¹⁾
Pro Forma net loss earnings per share – basic and diluted											$	(0.46	)

(1)

Please refer to Note 6 — “Net Earnings (Loss) per Share” for details.

(2)

The unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2024 combines the historical unaudited statement of operations of Veea for the six months ended June 30, 2024, with the historical unaudited statement of operations of Plum for the six months ended June 30, 2024.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023⁽²⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net	$	9,072,130		$	—		$	—			$	9,072,130
Cost of Goods Sold		(466,802	)		—			—				(466,802	)
Gross profit		8,605,328			—			—				8,605,328
Product development		693,448			—			—				693,448
Sales and marketing		215,332			—			—				215,332
General and administrative		18,523,030			3,098,285			335,094		BB		21,767,281
								(189,128	)	CC
Depreciation and amortization		818,203			—			—				818,203
Total operating expenses		20,250,013			3,098,285			145,966				23,494,264
Loss from operations		(11,644,685	)		(3,098,285	)		(145,966	)			(14,888,936	)
Other income (expense)
Interest income		1,942			—			—				1,942
Foreign currency gain (loss)		1,284,846			—			—				1,284,846
Other income, net		59,982			—			—				59,982
Other expense		(21,857	)		—			—				(21,857	)
Interest expense		(5,318,817	)		—			(1,806,424	)	EE		(7,125,241	)
Interest income on cash and investments held in the Trust Account		—			4,758,906			(4,758,906	)	AA		—
Change in the fair value of warrant liability		—			(1,264,054	)		—				(1,264,054	)
Change in the fair value of Forward Purchase Agreement		—			308,114			—				308,114
Issuance of Forward Purchase Agreement		—			(308,114	)		—				(308,114	)
Reduction of deferred underwriter fee payable		—			328,474			—				328,474
Interest expense – debt discount		—			(759,768	)		759,768		DD		—
(Loss) income before income tax expense		(15,638,589	)		(34,727	)		(5,951,528	)			(21,624,844	)
Income tax expense		—			—			—				—
(Loss) income for the period		(15,638,589	)		(34,727	)		(5,951,528	)			(21,624,844	)
Non-controlling interest		—			—			—				—
Net (loss) income	$	(15,638,589	)	$	(34,727	)	$	(5,951,528	)		$	(21,624,844	)

Basic and diluted net loss earnings per share, Class A common stock subject to possible Redemption				$	(0.00	)
Basic and diluted net loss earnings per share, Class B common stock				$	(0.00	)
Pro Forma weighted average number of shares outstanding – basic and diluted												32,957,635	⁽¹⁾
Pro Forma net loss earnings per share – basic and diluted											$	(0.66	)

(1)

Please refer to Note 6 — “Net Earnings (Loss) per Share” for details.

(2)

The unaudited Pro Forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited statement of operations of Veea for the year ended December 31, 2023, with the historical audited statement of operations of Plum for the year ended December 31, 2023.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Proposed Transactions

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio, at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) (“NLabs Debt”) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Earnout

●

Amendments to Promissory Notes

Sponsor Letter Agreement

New Financing

Conditions to Closing of the Business Combination

Amendment to the Business Combination Agreement and Additional Conditions to Closing

Note 2 — Basis of Presentation and Accounting Policies

The unaudited Pro Forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited Pro Forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Veea will experience. Veea and Plum did not have any historical relationship prior to the Business Combination. Accordingly, no Pro Forma adjustments were required to eliminate activities between the companies.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing Pro Forma adjustment criteria with simplified Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

Plum does not meet the definition of a “business” pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of ASC 805, Business Combinations; rather, the Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. See Note 3 — Accounting for the Business Combination for more details.

The historical financial statements of Veea have been prepared in accordance with U.S. GAAP. The historical financial statements of Plum have been prepared in accordance with U.S. GAAP. The unaudited Pro Forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by Veea.

Plum has elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual redemptions.

The following summarizes the Pro Forma shares of New Plum Common Stock issued and outstanding immediately after the Business Combination.

	Actual Redemptions
Pro Forma Ownership	Number of Shares		Percent Outstanding
Veea Stockholders⁽¹⁾		17,319,644		52.5	%
NLabs Debt conversion shareholders⁽²⁾		3,147,970		9.5	%
Plum Public Shareholders⁽³⁾		573,771		1.8	%
Sponsor’s Founder Shares⁽⁴⁾		6,253,415		19.0	%
Incentive shares on Convertible Note		533,333		1.6	%
Sponsor Promissory Note converted Shares		329,990		1.0	%
Series A-2 New Financing Securities investors⁽⁵⁾		4,799,512		14.6	%
Total shares outstanding		32,957,635		100	%

(1)

(2)

(3)

Reflects actual redemptions as a result of the Extension Redemptions of 19,230 Plum shares, and 2,662,592 Plum shares in the vote for the Business Combination (4) Excludes 1,726,994 Class A founder shares of the Sponsor in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events.

(4)

(5)

The Pro Forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or non-taxable based on the laws of the relevant jurisdiction.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited Pro Forma condensed combined financial information. As a result, the unaudited Pro Forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Accounting for the Business Combination

●

Veea’s current shareholders will hold a majority of the voting power of New Plum post Business Combination;

●

Veea’s operations will substantially comprise the ongoing operations of New Plum;

●

Veea’s senior management will comprise the senior management of New Plum.

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024

The Pro Forma adjustments to the unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, are as follows:

Reflects the liquidation and reclassification of $6.23 million of funds held in the Trust Account to cash that becomes available following the Business Combination.

Represents the transaction costs settlement by Plum and Veea for legal, accounting and printing fees incurred as part of the Business Combination. In connection with the amendments to the Business Combination Agreement Plum Sponsor agreed to indemnify PublicVeea and Veea for all other accrued liabilities of Plum as of the Closing other than the specified Deferred Liabilities of $1.60 million. In addition four vendors of both Plum and Veea have agreed to defer the payable for 18 months for a total of $2.23 million.

As such for the Plum transaction costs the vendors were contacted to negotiate the settlement. As a result of the negotiation, Plum is expected to realize $189,128 gain on waived fees which had been accrued as of June 30, 2024, as such the amount is reflected as an adjustment to accumulated losses. In addition, the Plum Sponsor agreed to assume $3.21 million and indemnify Public Veea, and the Sponsor will waive advances from sponsor of $0.21 million and due to related parties of $0.40 million for a total of $3.83 million which was recorded as a capital contribution from the sponsor in additional paid in capital. The Company will pay $0.62 million in cash to vendors as part of the settlement negotiated with various vendors, all of which results in an overall reduction in accounts payable of $4.07 million. Vendors agreed to defer $1.38 million for 18 months as such these were reclassified as deferred payable long term.

For the Veea transaction costs, approximately $0.30 million are incremental transaction cost not previously recognized which have been allocated to additional paid in capital. The Company will pay $0.29 million in cash at closing of which $0.25 million related to legal fees and $0.04 million as payment of D&O insurance recorded as prepaid expenses, resulting in an overall increase in accounts payable of $0.05 million. One vender has agreed to defer $0.85 million as such the amount was allocated to Deferred payable long term.

Represents the exchange of outstanding Veea shares into shares of New Plum Common Stock at par value of $0.0001 per share upon the Business Combination.

Represents the elimination of Plum’s historical accumulated losses after recording the transaction costs to be incurred by Plum as described in (B) above and the payment to non-redeeming shareholders under the Non-Redemption Agreement as described in (K) below.

Reflect the payment of redemptions as a result of the extension vote and the business combination vote totaling $30.14 million and the release of $6.23 million from trust to cash and reclassification of temporary equity redeemable shares to permanent equity.

Reflect the conversion of the NLabs Debt into 3,147,970 shares of New Plum Common Stock at par value of $0.0001 as prescribed in the Business Combination Agreement for the settlement of $12.60 million in related party debt principal and $3.14 million in related interest of which $2.88 million of accrued interest had been accrued through June 30, 2024.

Reflects the settlement of $1,899,950 in promissory notes owed to Sponsor or its affiliates: (i) $1,649,950 would be equitized at the Closing at a price equal to $5.00 per share, resulting it the issuance of 329,990 shares, subject to the same post-Closing lock-up that applies to the Sponsor’s Founder Shares; and (ii) $250,000 would be repaid in cash at the Closing, and in connection with such cash repayment at the Closing, the Sponsor would forfeit and cancel 1,000,000 private placement warrants.

Reflects the proceeds from the convertible note purchase agreement, pursuant to which an accredited investors subscribed for and will purchase, convertible promissory note in the aggregate principal amount of $4,000,000 at closing. as additional consideration to Investor for entering into this Agreement and consummating the transactions contemplated hereby, is willing to issue to Investor upon the consummation of the Closing 533,333 newly issued shares of New Plum common stock, par value $0.0001 per share. The Borrowers shall pay simple interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate (the “Interest Rate”) equal to the Secured Overnight Financing Rate (SOFR) (“Adjustable Rate”) plus two percent (2%) per annum, based on the Adjustable Rate on the date of this Note, and adjusted as of the first day of each calendar quarter during the term of this Note based on the Adjustable Rate as of such date, and computed on the basis of a 365 day year, counting the actual number of days elapsed, payable by the Borrowers solely on the Maturity Date. The Outstanding Obligations under this Note to New Plum Common Shares at $7.50 per share. The Convertible Note is not required to be accounted for as a liability under ASC 480 or ASC 815 and is not issued at a substantial premium under ASC 470-20; therefore, an allocation of proceeds to APIC is not required. The fair value of the shares was allocated between the debt and the shares issued resulting in a debt discount of $2.29 million which will be amortized over 18 month term to maturity.

Reflects the conversion of Series A-2 Preferred Stock into 4,799,512 shares of New Plum Common Stock.

Reflects the reduction of founder share of 1,726,994 as at the consummation of the Business Combination, which founder shares will be subject to the same earnout provisions as stated by the Earnout Shares terms. These founder shares along with the 4,500,000 Earnout Shares were reviewed and the arrangement will be classified within equity under ASC 815, Derivatives and Hedging (“ASC 815”). As a result of equity classification, the fair value of the shares transferred will be recorded within equity upon the date the shares are granted to the holder, which in this case is the date the New Plum Common Stock price targets are achieved. No entry has been recorded in the Pro Forma financial statements because of the equity classification. The fair value of the shares transferred will be recorded on the financial statements of the combined company if the New Plum Common Stock price targets are met during the ten (10) years following the Closing of the Business Combination. The entry to record the transfer of shares, should it occur, will be to record an expense equal to the amount of the fair value of the share transfer with an offset to equity.

Note 5 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023 and for the Six Months Ended June 30, 2024

The Pro Forma adjustments included in the unaudited Pro Forma condensed combined statement of operations for six months ended June 30, 2024 and for the year ended December 31, 2023, are as follows:

AA.

Reflects the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2023.

BB.

Reflects the elimination of administrative service fees that will cease to be paid upon the Closing of the Business Combination.

CC.

Reflects the transaction costs of Plum expected to be incurred for legal, accounting and due diligence services. For the Plum transaction costs as a result of negotiated settlements of incurred cost the company reflected income of $0.19 million, all other transaction cost have been accrued or paid as of the Pro Forma balance sheet date.

DD.

Reflects the reversal of interest expense and amortized debt discount in connection with the Subscription Liability as the pro forma assumes the transaction closed on January 1, 2023.

EE.

Reflects the interest expense and amortized debt discount in connection with the Convertible Promissory Note, as described in adjustment H above, as the pro forma assumes the transaction closed on January 1, 2023.

Note 6 — Net Earnings per Share

Represents the earnings per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the “maximum Redemptions” scenario described above are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited Pro Forma condensed combined financial information has been prepared based on actual Redemption of Plum’s Public Shares:

	Actual Additional Redemptions
Weighted average shares outstanding – basic and diluted
Veea stockholders		17,319,644
NLabs Debt conversion shareholders		3,147,970
Plum Public Shareholders		573,771
Sponsor’s founder shares⁽¹⁾		6,253,415
Incentive shares on Convertible Note		533,333
Sponsor Promissory Note converted shares		329,990
Series A-2 New Financing Securities investors		4,799,512
Total		32,957,635

(1)

Excludes 1,726,994 Class A founder shares in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events.

	Year Ended December 31, 2023			Six Months Ended June 30, 2024

Pro Forma net loss	$	(21,624,844	)	$	(15,297,455	)
Weighted average shares outstanding of common stock – basic and diluted		32,957,635			32,957,635
Net loss per share – basic and diluted	$	(0.66	)	$	(0.46	)

Cover	Sep. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 11, 2024
Entity File Number	001-40218
Entity Registrant Name	PLUM ACQUISITION CORP. I
Entity Central Index Key	0001840317
Entity Tax Identification Number	98-1577353
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2021 Fillmore St. #2089
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94115
City Area Code	415
Local Phone Number	683-6773
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one-fifth of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-fifth of one redeemable warrant
Trading Symbol	PLMIU
Security Exchange Name	NASDAQ
Class A Ordinary Shares included as part of the Units
Title of 12(b) Security	Class A Ordinary Shares included as part of the Units
Trading Symbol	PLMI
Security Exchange Name	NASDAQ
Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	PLMIW
Security Exchange Name	NASDAQ