What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 414 added, 349 removed, 523 unchanged (59% of the section changed)

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CONDENSED BALANCE SHEETS

( Unaudited )

Current assets

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Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 17,250,000

and 0 shares at redemption value of approximately $ 10.19 and $ 0 per share at March 31, 2025 and December 31, 2024, respectively

Class A Ordinary Shares subject to possible redemption, 17,250,000 and 0 shares at redemption value of approximately $ 10.29 and $ 0 per share at June 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

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1,000,000 shares authorized;

none issued or outstanding at March 31, 2025 and December 31, 2024

none issued or outstanding at June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

1,242,875 shares issued and outstanding at March 31, 2025 (excluding 17,250,000 shares subject to possible redemption) and no shares issued and outstanding as of December 31, 2024

1,242,875 shares issued and outstanding at June 30, 2025 (excluding 17,250,000 shares subject to possible redemption) and no shares issued and outstanding as of December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

5,750,000 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF OPERATIONS

For the Period from

June 10, 2024 (Inception) Through

General and administrative expenses

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Interest earned on investments held in Trust Account

Total other income, net

Net income (loss)

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per ordinary share, Class A ordinary shares

Basic and diluted net income per ordinary share, Class A

ordinary shares

Weighted average shares outstanding of Class B ordinary shares

Basic net income per ordinary share, Class B ordinary shares

Basic net income (loss) per ordinary share, Class B ordinary

Weighted average shares outstanding of Class B ordinary shares

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PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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$ ( 6,265,114 )

Remeasurement of Class A ordinary shares subject to redemption

( 1,867,009 )

Balance — June 30, 2025

$ ( 6,503,595 )

$ ( 6,502,896 )

FOR THE PERIOD FROM JUNE 10, 3024 (INCEPTION)

THROUGH JUNE 30, 2024

Ordinary Shares

Shareholders’

Balance as of June 10, 2024 (inception)

Class B ordinary shares issued to Sponsor (1)

Balance as of June 30, 2024

(1) Included an aggregate of up to 999,900 Class B ordinary shares

that were subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option

is exercised (see Note 5).

The accompanying notes are an integral part of

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PLUM ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CASH FLOWS

For the Period from June 10, 2024 (Inception) Through

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of expenses through promissory note-related party

Payment of formation and operating costs through promissory note – related party

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Cash Flows from Financing Activities:

Proceeds from sale of founder shares

Proceeds from sale of Units, net of underwriting discounts paid

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Non-Cash investing and financing activities:

Deferred underwriting fee payable

Deferred offering costs paid through promissory note – related party

Deferred underwriting fee payable

Deferred offering costs included in accrued offering costs

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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The Company was incorporated for

the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with

one or more businesses (“Business Combination”).

the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry

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as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2025, the Company had not commenced

As of June 30, 2025, the Company had not commenced

any operations.

All activity for the period from June 10, 2024 (inception) through March 31, 2025 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

All activity for the period from June 10, 2024 (inception) through June 30, 2025 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public

Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s

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of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000

“Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000

Units, at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 , which is discussed in Note 3.

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although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust

Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company

will be able to successfully effect a Business Combination.

must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at

least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the

Trust Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or

otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that

the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering,

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Treasuries, (ii) uninvested

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the

(i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s

shareholders, as described below.

No later than 18 months after the closing of the Initial Public Offering or such earlier liquidation

date as the Company’s board of directors may approve, or such later time as provided for in any amendment to the Company’s

Amended and Restated Memorandum and Articles of Association, (an “Extension Period”), subject to applicable law, the amounts

held in the Trust Account are held as cash or cash items, including in demand deposit accounts.

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until

the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to

the Company’s shareholders, as described below.

No later than 18 months after the closing of the Initial Public Offering or

such earlier liquidation date as the Company’s board of directors may approve, or such later time as provided for in any amendment

to the Company’s Amended and Restated Memorandum and Articles of Association, (an “Extension Period”), subject to applicable

law, the amounts held in the Trust Account are held as cash or cash items, including in demand deposit accounts.

The Company will provide its shareholders with

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rights upon the completion of a Business Combination with respect to the Company’s public warrants.

If the Company seeks shareholder approval in connection

with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires

the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or

other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions

pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

If the Company seeks shareholder approval in connection

with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased

in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to

any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally, each public shareholder may elect

to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business

JUNE 30, 2025

If the Company seeks shareholder approval in

connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination,

which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder

vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder

vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct

the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer

documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a

Business Combination.

If the Company seeks shareholder approval in

connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public

Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights

with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Additionally, each public shareholder

may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed

Business Combination.

Notwithstanding the foregoing, if the Company

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Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its

shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed to (i) waive its redemption

rights with respect to its private placement shares in connection with the completion of the initial business combination, (ii) waive

its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the

amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption

in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company fails to complete the initial

Business Combination within 18 months from the closing of the Initial Public Offering or such earlier liquidation date as the Company’s

board of directors may approve, or during any Extension Period, subject to applicable law or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity and (iii) waive its rights to liquidating distributions

from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination

within the prescribed timeframe.

In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial

Business Combination.

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming

its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed to (i) waive its

redemption rights with respect to its private placement shares in connection with the completion of the initial business combination,

(ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an

amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation

to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company fails to

complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or such earlier liquidation

date as the Company’s board of directors may approve, or during any Extension Period, subject to applicable law or (B) with

respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) waive

its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete

the initial Business Combination within the prescribed timeframe.

In addition, the Sponsor has agreed to vote any private placement shares

held by it in favor of the initial Business Combination.

The Company will have until 18 months from

the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination.

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 no more than 10 business days thereafter, redeem 100 % of

the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account

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 no more than 10 business days thereafter, redeem 100 %

of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account

(which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses) and not previously released

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The underwriters have agreed

to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does

not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held

in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible

that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account

to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds

held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is

possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the

Trust Account ($ 10.10 ).

The Sponsor has agreed that it will be liable

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from

the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and

related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial

Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide

military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of

Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created

global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any

resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in

capital markets.

there is currently significant uncertainty regarding the future relationship between the United States and various other countries arising

from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs,

taxes, and other limitations on cross-border operations.

Any actions taken by the United States’ federal government that restrict

or could impact the economics of trade-including additional tariffs, trade barriers, and other similar measures-could have the potential

to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation,

setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively

impacting our business, both directly and indirectly.

Any of the above-mentioned factors, or any

other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of

Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, including the imposition of tariffs, could adversely

affect the Company’s search for an initial business combination and any target business with which the Company may ultimately

consummate an initial business combination.

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the

removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine

and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the Israel-Hamas conflict

and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,

the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the

global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Furthermore, there is currently significant uncertainty

regarding the future relationship between the United States and various other countries arising from changes that may be implemented

by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on

cross-border operations.

Any actions taken by the United States’ federal government that restrict or could impact the economics

of trade-including additional tariffs, trade barriers, and other similar measures-could have the potential to disrupt existing supply

chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange

or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business,

both directly and indirectly.

Any of the above-mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the Israel-Hamas conflict and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the

Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an

initial business combination.

SIGNIFICANT ACCOUNTING POLICIES

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The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s December 31, 2024 Annual Report on Form 10-K as filed with the SEC on

March 31, 2025.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be

expected for the year ending December 31, 2025 or for any future periods.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 577,442

statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as

filed with the SEC on March 31, 2025.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative

of the results to be expected for the year ending December 31, 2025 or for any future periods.

Liquidity and Going Concern

As of June 30, 2025, the Company had $ 375,823

in cash and a working capital of $ 351,062 .

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the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)

Topic 205-40, “Going Concern,” as of March 31, 2025, management has determined that the Company’s liquidity condition

raise substantial doubt about the Company’s ability to continue as a going concern.

Topic 205-40, “Going Concern,” as of June 30, 2025, management has determined that mandatory liquidation, should a Business

Combination not occur, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s

ability to continue as a going concern for one year from the date the financial statements are issued.

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 cannot assure that its plans to raise capital or to consummate an Initial Business Combination

will be successful.

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 auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 shareholder approval of any golden parachute payments not previously approved.

The Company cannot assure

that its plans to raise capital or to consummate an Initial Business Combination will be successful.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 shareholder 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 financial statement 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.

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 financial statement 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

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 577,442 and $ 3,864 in cash

as of March 31, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of March 31, 2025 and December 31, 2024.

The Company had $ 375,823 and $ 3,864 in

cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 and December 31,

Investments Held in Trust Account

As of March 31, 2025 and December 31, 2024, the

As of June 30, 2025 and December 31, 2024, the

investments held in the Trust Account, amounting to $ 177,580,409 and $0 , were held in U.S.

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to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

ASC 740 also clarifies the accounting for

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recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

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 subject

to income tax examinations by major taxing authorities since inception.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company is considered an exempted Cayman Islands

Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

There were no unrecognized tax

benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

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

subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman

Islands Company 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 period presented.

Net Income Per Ordinary Share

Net income per ordinary share is computed by dividing

net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject

to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were subject

to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).

At March 31, 2025

and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic

income per ordinary share for the period presented.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed

by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares

subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that were

subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).

30, 2025 and December 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the

same as basic income per ordinary share for the period presented.

The following table reflects the calculation

of basic and diluted net income per ordinary share (in dollars, except per share amounts):

March 31, 2025

Basic net income per share of common stock:

Allocation of net income

of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

For the Six Months Ended

For the Period from

June 10, 2024

(Inception) Through

June 30, 2025

June 30, 2024

Basic net income (loss) per share of common stock:

Allocation of net income (loss)

Weighted-average shares outstanding

Basic net income per ordinary share

March 31, 2025

Basic net income (loss) per ordinary share

For the Three Months Ended

For the Six Months Ended

For the Period from

June 10, 2024

(Inception) Through

June 30, 2025

June 30, 2024

Diluted net income per share of common stock:

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Concentration of Credit Risk

5 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates

the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Warrant Instruments

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the control of the Company.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value

of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public

Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

as of March 31, 2025, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside

of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2025, the Class A ordinary

shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying

value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary

equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2025, the

Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

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Class A ordinary shares subject to possible redemption, March 31, 2025

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2025

$ 177,580,409

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Share-Based Compensation

The Company records share-based compensation in

accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its

JUNE 30, 2025

Share-Based Compensation

The Company records share-based compensation

in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for

its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

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Share-based compensation expenses are included in costs and operating expenses depending

on the nature of the services provided in the condensed statement of operations.

on the nature of the services provided in the condensed statements of operations.

Derivative Financial Instruments

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instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the

fair value reported in the condensed statement of operations.

fair value reported in the condensed statements of operations.

The classification of derivative instruments, including whether such instruments

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Derivative liabilities are classified

in the condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could

be required within 12 months of the condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and would have been accounted for as a liability pursuant to ASC 480

if not fully exercised at the time of the Initial Public Offering.

in the condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument

could be required within 12 months of the condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be

a freestanding financial instrument indexed on the contingently redeemable shares and would have been accounted for as a liability pursuant

to ASC 480 if not fully exercised at the time of the Initial Public Offering.

Recently Issued Accounting Standards

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financial statements.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on January

16, 2025, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriter of their over-allotment option

at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable public warrant

(“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise

price of $ 11.50 per share, subject to adjustment (see Note 6).

16, 2025, the Company sold 17,250,000 Public Shares, which includes a full exercise by the underwriters of their over-allotment

option at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable public

warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at

an exercise price of $ 11.50 per share, subject to adjustment (see Note 6).

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTE 4 — PRIVATE PLACEMENT

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Public Offering, the Company consummated the sale of an aggregate of 672,875 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit, or Non-Managing Investor Private Placement Security (as defined below) generating

gross proceeds of $ 6,728,750 , as follows:

(i) by and among the Company and each of the Underwriters for the purchase by the Underwriters

of an aggregate of 232,875 Private Placement units for an aggregate purchase price of $ 2,328,750 and (ii) by and between the Company and

Plum Partners IV, LLC (the “Sponsor”) for the purchase by the Sponsor of an aggregate of 440,000 Private Placement Units and

570,000 restricted Class A ordinary shares (the “Restricted Private Placement Shares,” the Restricted Private Placement Shares

together with the Private Placement Units purchased by the Sponsor, collectively, the “Non-Managing Investor Private Placement Securities”)

for an aggregate purchase price of $ 4,400,000 .

Unit”) at a price of $ 10.00 per Private Placement Unit, or Non-Managing Investor Private Placement Security (as defined below)

generating gross proceeds of $ 6,728,750 , as follows:

(i) by and among the Company and each of the Underwriters for the purchase by the

Underwriters of an aggregate of 232,875 Private Placement units for an aggregate purchase price of $ 2,328,750 and (ii) by and between

the Company and Plum Partners IV, LLC (the “Sponsor”) for the purchase by the Sponsor of an aggregate of 440,000 Private

Placement Units and 570,000 restricted Class A ordinary shares (the “Restricted Private Placement Shares,” the Restricted

Private Placement Shares together with the Private Placement Units purchased by the Sponsor, collectively, the “Non-Managing Investor

Private Placement Securities”) for an aggregate purchase price of $ 4,400,000 .

Each Private Placement Unit has an offering price

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The initial shareholders currently hold an aggregate of 5,750,000 Founder Shares.

The Founder Shares include an aggregate of up

The Founder Shares included an aggregate of up

to 750,000 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment

option is exercised, so that the number of Founder Shares will collectively represent 25 % of the Company’s issued and outstanding

shares upon the completion of the Initial Public Offering.

On January 16, 2025, the underwriters exercised their over-allotment option

in full as part of the closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture.

option was exercised, so that the number of Founder Shares would have collectively represented 25 % of the Company’s issued and

outstanding shares upon the completion of the Initial Public Offering (not including the Restricted Private Placement Shares).

16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

the 750,000 Founder Shares are no longer subject to forfeiture.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The Sponsor has agreed, subject to limited exceptions,

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cash, securities or other property.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

During July and August 2024, the Sponsor transferred

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modified) less the amount initially received for the purchase of the Founder Shares.

Promissory Note — Related Party

On June 26, 2024, the Company issued an unsecured

promissory note to the Sponsor (as amended on January 6, 2025, the “Promissory Note”), pursuant to which the Company may borrow

up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) February

1, 2025 (as amended) or (ii) the consummation of the Initial Public Offering.

As of January 16, 2025, the Company owed $ 284,023 ,

which was repaid simultaneously with the closing of the Initial Public Offering.

The Company paid the Sponsor a note balance of $ 285,318

causing an overpayment of $ 1,295 .

Promissory Note — Related

On June 26, 2024, the Company issued an

unsecured promissory note to the Sponsor (as amended on January 6, 2025, the “Promissory Note”), pursuant to which the Company

may borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable on the earlier of

(i) February 1, 2025 (as amended) or (ii) the consummation of the Initial Public Offering.

As of January 16, 2025, the Company

owed $ 284,023 , which was repaid simultaneously with the closing of the Initial Public Offering.

The Company paid the Sponsor a note balance

of $ 285,318 causing an overpayment of $ 1,295 .

On January 22, 2025, the Sponsor returned $ 1,295 to the Company.

Borrowings under this note

are no longer available.

Borrowings under this

note are no longer available.

Due to Officer

As of March 31, 2025 and December 31, 2024, the

As of June 30, 2025 and December 31, 2024, the

Company owes an officer of the Company $0 and $ 12,374 for travel related expenses, respectively.

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The Chief Executive officer and the Chief Financial

Officer entered into agreements with the Company, commencing on January 16, 2025 through the closing of the Company’s Business Combination,

to pay each officer an aggregate of $ 20,833 per month, subject to availability of sufficient funds from working capital held outside the

Trust Account.

During the three months ended March 31, 2025, the Company incurred and paid approximately $ 104,000 in consulting fees to

the officers.

Officer entered into agreements with the Company, commencing on January 16, 2025 through the closing of the Company’s Business

Combination, to pay each officer an aggregate of $ 20,833 per month, subject to availability of sufficient funds from working capital

held outside the Trust Account.

During the three and six months ended June 30, 2025, the Company incurred approximately $ 125,000 and

$ 233,000 in consulting fees to the officers, respectively.

As of June 30, 2025, approximately $ 21,000 in unpaid consulting fees has been

accrued and recorded under accrued expenses in the accompanying balance sheets.

Related Party Loans

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be identical to the Private Placement Units.

As of March 31, 2025 and December 31, 2024, there are no Working Capital Loans outstanding.

As of June 30, 2025 and December 31, 2024, there are no Working Capital Loans outstanding.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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Restricted Private Placement Shares, (iii) Private Placement Units, issued in a private placement simultaneously with the closing

of the Initial Public Offering, private placement shares, private placement warrants and the Class A ordinary shares underlying such

private placement warrants and (iv) private placement units that may be issued upon conversion of working capital loans are entitled

to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring

the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that

the Company register such securities.

of the Initial Public Offering, private placement shares, private placement warrants and the Class A ordinary shares underlying

such private placement warrants and (iv) private placement units that may be issued upon conversion of working capital loans are

entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering

requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A

ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands,

that the Company register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration

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filing of any such registration statements.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Underwriting Agreement

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and (2) a deferred fee of $ 0.40 per Unit, or $ 6,900,000 .

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public shares in connection

with the consummation of a Business Combination.

Warrants — As of March

The deferred fee will become payable to the underwriters from the

amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the

underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of public

shares in connection with the consummation of a Business Combination.

Warrants — As of June

30, 2025, there were 8,961,438 warrants outstanding, including 8,625,000 Public Warrants and 336,438 Private Placement Warrants.

1 unchanged sentence

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months

from the closing of the Initial Public Offering.

The Public Warrants will expire seven years from the completion of a Business Combination

or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise

unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise

of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations

with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash or on a cashless

basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of

the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

is available.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and

(b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire seven years from the completion

of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant

exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable

upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying

its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for

cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption is available.

The Company has agreed that as soon as practicable,

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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, the Company will

not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company

will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Redemption of Public Warrants — Once

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ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company will not redeem the warrants for cash

unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable

upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout

the 30 -day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis.

the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

The Company will not redeem the warrants for

cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable

upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available

throughout the 30 -day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable

to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption

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In the case of such a cashless exercise, each holder would pay the exercise

price by surrendering the Public Warrants for that number of Class A ordinary shares equal to 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”

less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as used in the preceding

sentence 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 redemption is sent to the holders of the public warrants.

If its management takes advantage

of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary

shares to be received upon exercise of the warrants, including the “fair market value” in such case.

price by surrendering the Public Warrants for that number of Class A ordinary shares equal to 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” less the exercise price of the warrants by (y) the fair market value.

The “fair market value” as

used in the preceding sentence 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 redemption is sent to the holders of the public warrants.

If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number

of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value”

in such case.

The Company has established the $ 18.00 per share

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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 its board of directors and, in the case of any such issuance to either of 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

determined in good faith by its board of directors and, in the case of any such issuance to either of 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,

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will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to

the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and

the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or

salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants

and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the

Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, 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 March 31, 2025 and December

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, 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 June 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

3 unchanged sentences

ordinary shares are entitled to one vote for each share.

At March 31, 2025 and December 31, 2024, there are 1,242,875 Class A ordinary

At June 30, 2025 and December 31, 2024, there are 1,242,875 Class A ordinary

shares issued and outstanding, excluding 17,250,000 Class A ordinary shares subject to redemption.

3 unchanged sentences

ordinary shares are entitled to one vote for each share.

At March 31, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

At June 30, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

shares issued and outstanding (see Note 5).

Only holders of Class B ordinary shares will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders

of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders

except as otherwise required by law.

Only holders of Class B ordinary shares

will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and

holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s

shareholders except as otherwise required by law.

The Class B ordinary shares will automatically

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basis, subject to adjustment.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTE 8 — FAIR VALUE MEASUREMENTS

6 unchanged sentences

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

As of March 31, 2025, investments held in the

Trust Account were comprised of $ 636 in cash.

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices

in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based

on assessment of the assumptions that market participants would use in pricing the asset or liability.

As of June 30, 2025, investments held in the Trust Account contained $ 758 in cash.

The following table presents information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and indicates the

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and indicates the

fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

NOTE 9 — SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which

it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by

the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that there is only one reportable segment.

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income or loss that also is reported on the condensed statement of operations as net

income or loss.

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities

from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly

evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision

maker (“CODM”) has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial

metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations

as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

When evaluating the Company’s

performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss:

When evaluating the

Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in

net income or loss:

For the Period from June 10, 2024 (Inception) Through

General and administrative expenses

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all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation and operating costs, as reported on the

condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

Formation and operating costs, as reported on

the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported

on the condensed statement of operations and described within their respective disclosures.

on the condensed statements of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

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upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed

financial statements.

financial statements, except as noted in the paragraphs below.

On July 8, 2025, the Company issued an unsecured

promissory note (the “Note”) in the principal amount of up to $ 1,500,000 to Sponsor which may be drawn down from time to

time prior to the Maturity Date (as defined below) upon request by the Company.

The Note does not bear interest and the principal balance

will be payable on the date on which the Company consummates its Business Combination (the “Maturity Date”).

the Company consummates the Business Combination, the Sponsor has the option on the Maturity Date to convert the principal outstanding

under the Note into that number of ordinary shares of the post-business combination company (the “New PubCo Shares”).

number of New PubCo Shares to be received by the Sponsor in connection with such optional conversion shall be an amount determined by

dividing (x) the sum of the outstanding principal amount (or portion thereof) payable to such Sponsor by (y) $ 10.00 .

The Note is subject

to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and

all other sums payable with regard to the Note becoming immediately due and payable.

Concurrently with the issuance of the Note, the

Company drew an initial amount of $ 250,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements