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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 138 added, 115 removed, 50 unchanged (83% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References in this Quarterly

Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer

to Plum Acquisition Corp.

References to our “management” or our “management team” refer to our officers and

directors, and references to the “sponsor” refer to Plum Partners IV, LLC.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes

thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Special Note Regarding

Forward-Looking Statements

This Quarterly Report

includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of

an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management

for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual

Report on Form 10-K”) filed with the U.S.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Plum Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, and references

to the “sponsor” refer to Plum Partners IV, LLC.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Special Note Regarding Forward-Looking

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve

risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other

than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial business combination,

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to

differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s

annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report on Form 10-K”) filed with the

Securities and Exchange Commission (the “SEC”), on March 31, 2025.

The Company’s

securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result

of new information, future events or otherwise.

We are a blank check company incorporated

in the Cayman Islands on June 10, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

The Company’s securities filings can be accessed

on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company

disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future

events or otherwise.

We are a blank check company incorporated in

the Cayman Islands on June 10, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or other similar business combination with one or more businesses.

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of cash, shares and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations

nor generated any operating revenues to date.

Our only activities from inception through March 31, 2025 were organizational activities

and those necessary to prepare for the initial public offering, described below and, after our initial public offering, identifying a

target company for a business combination.

We do not expect to generate any operating revenues until after the completion of our initial

business combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the

initial public offering.

We have neither engaged in any operations nor

generated any operating revenues to date.

Our only activities from inception through June 30, 2025 were organizational activities and

those necessary to prepare for the initial public offering, described below and, after our initial public offering, identifying a target

company for a business combination.

We do not expect to generate any operating revenues until after the completion of our initial business

We expect to generate non-operating income in the form of interest income on marketable securities held after the initial

public offering.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business

For the three months ended March 31, 2025, we had a net income of $1,182,055,

which consists of interest earned on investments held in Trust Account of $1,488,400 offset by formation and operational costs of $306,345.

For the three months ended June 30, 2025, we

had a net income of $1,629,227, which consists of interest earned on investments held in Trust Account of $1,867,009 offset by general

and administrative expenses of $237,782.

For the six months ended June 30, 2025, we had

a net income of $2,811,282, which consists of interest earned on investments held in Trust Account of $3,355,409 offset by general and

administrative expenses of $544,127.

For the period from June 10, 2024 (inception)

through June 30, 2024, we had a net income of $28,263, which consists of formation and operational costs.

Liquidity and Capital Resources

As of March 31, 2025, we had cash of $577,442.

As of June 30, 2025, we had cash of $375,823.

Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of ordinary shares by the

sponsor and loans from our sponsor.

On January 16, 2025, we consummated

the initial public offering of 17,250,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters of

their over-allotment option in the amount of 2,250,000 units, generating gross proceeds of $172,500,000.

Simultaneously with the closing

of the initial public offering, we consummated the sale of an aggregate of 672,875 private placement units to the sponsor at a price of

$10.00 per private placement unit generating gross proceeds of $6,728,750.

Following the initial public offering,

on January 16, 2025, the full exercise of the over-allotment option, and the sale of the private placement units, a total of $174,225,000

was placed in the trust account, and we had $971,550 of cash held outside of the trust account, after payment of costs related to the

initial public offering, and available for working capital purposes.

We incurred $10,932,289 in transaction costs, including $3,450,000

of underwriting fees, $6,900,000 of deferred underwriting fees and $582,289 of other offering costs.

For the three months ended March 31, 2025, cash used in operating activities

was $338,313.

Net income of $1,182,055 was affected by interest earned on investments held in trust account of $1,488,400, compensation

expense of $36,750 and payment of operation costs through promissory note of $8,550.

Changes in operating assets and liabilities used

$77,268 of cash for operating activities.

As of March 31, 2025, we had investments

held in the trust account of $175,713,400.

On January 16, 2025, we consummated the initial

public offering of 17,250,000 units, at a price of $10.00 per unit, which included the full exercise by the underwriters of their over-allotment

option in the amount of 2,250,000 units, generating gross proceeds of $172,500,000.

Simultaneously with the closing of the initial public

offering, we consummated the sale of an aggregate of 672,875 private placement units to the sponsor at a price of $10.00 per private

placement unit generating gross proceeds of $6,728,750.

Following the initial public offering, on January

16, 2025, the full exercise of the over-allotment option, and the sale of the private placement units, a total of $174,225,000 was placed

in the trust account, and we had $971,550 of cash held outside of the trust account, after payment of costs related to the initial public

offering, and available for working capital purposes.

We incurred $10,932,289 in transaction costs, including $3,450,000 of underwriting

fees, $6,900,000 of deferred underwriting fees and $582,289 of other offering costs.

For the six months ended June 30, 2025, cash

used in operating activities was $539,932.

Net income of $2,811,282 was affected by interest earned on investments held in trust account

of $3,355,409, compensation expense of $36,750 and payment of operation costs through promissory note of $8,550.

Changes in operating

assets and liabilities used $41,105 of cash for operating activities.

For the period from June 10, 2025 (inception)

through June 30, 2024, cash used in operating activities was $0.

Net income of $228,263 was affected by payment of operation costs through

promissory note of $10,420.

Changes in operating assets and liabilities used $17,843 of cash for operating activities.

As of June 30, 2025, we had investments held

in the trust account of $177,580,409.

We intend to use substantially all of the funds held in the trust account, including any amounts

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We may withdraw interest from the trust account to pay taxes, if any.

To the extent that our share capital or debt is used, in whole or

in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working

To the extent that our share capital or debt is used, in whole

or in part, as consideration to complete a business combination, the remaining proceeds held in the trust account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2025, we had cash of

As of June 30, 2025, we had cash of $375,823

for working capital purpose.

We intend to use the funds held outside the trust account primarily to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations

of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective

target businesses, structure, negotiate and complete a business combination.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

structure, negotiate and complete a business combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we may repay such

loaned amounts out of the proceeds of the trust account released to us.

In the event that a business combination does not close, we may

use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account

would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, at the

option of the lender.

or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we may

repay such loaned amounts out of the proceeds of the trust account released to us.

In the event that a business combination does not

close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from

our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00

per unit, at the option of the lender.

The units would be identical to the private placement units.

If our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business

Moreover, we may need to obtain additional financing either to complete our business combination or because we become

obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may

issue additional securities or incur debt in connection with such business combination.

On July 8, 2025, we issued an unsecured promissory

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

to the Maturity Date (as defined below) upon our request.

The Note does not bear interest and the principal balance will be payable on

the date on which we consummate our initial business combination (the “Maturity Date”).

In the event we consummate 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”).

The number of New PubCo Shares to be received

by the sponsor in connection with such optional conversion will be an amount determined by dividing (x) the sum of the outstanding principal

amount (or portion thereof) payable to the 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.

If our estimate of the costs of identifying a

target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary

to do so, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may

need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant

number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt

in connection with such business combination.

Going Concern

As of March 31, 2025, we had $577,442

in cash and a working capital of $567,594.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our

acquisition plans.

As of June 30, 2025, we had $375,823 in cash

and a working capital of $351,062.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition

There is no assurance that our plans to raise capital will be successful.

In connection with our 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 our liquidity condition raises substantial doubt about our ability to continue as

a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after

July 16, 2026, or such earlier liquidation date as our board of directors may approve to complete our initial business combination.

cannot assure that our plans to raise capital or to consummate an initial business combination will be successful.

In connection with our assessment of going concern considerations

in accordance with Accounting Standards Codification (“ASC”) 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 we be required to liquidate after July 16, 2026, or such earlier liquidation date as our board

of directors may approve to complete our initial business combination.

We cannot assure that our plans to raise capital or to consummate

an initial business combination will be successful.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2025.

which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that create relationships

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per month, subject to availability of sufficient funds from working capital held outside the trust account.

We began incurring these fees

on January 16, 2025, and will continue to incur these fees monthly until the earlier of the completion of the business combination and

our liquidation.

We began incurring these

fees on January 16, 2025, and will continue to incur these fees monthly until the earlier of the completion of the business combination

and our liquidation.

The underwriters were entitled to (1) an underwriting

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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 we complete 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.

The deferred fee will become payable to the underwriters from the

amounts held in the trust account solely in the event that we complete 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.

Critical Accounting Estimates and Policies

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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 2. Management’s Discussion and Analysis