What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 274 added, 259 removed, 678 unchanged (44% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

( Unaudited )

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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 $ 10.29 and $ 0 per share at June 30, 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 $ 10.41 and $ 0 per share at September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

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1,000,000 shares authorized;

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

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

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

Additional paid-in capital

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CONDENSED STATEMENTS OF OPERATIONS

For the Period from

June 10, 2024 (Inception) Through

September 30,

June 10, 2024 (Inception)

September 30,

General and administrative expenses

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Other income:

Interest earned on investments held in Trust Account

Interest earned on marketable securities held in Trust Account

Interest earned on operating account

Total other income, net

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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 (loss) per ordinary share, Class B ordinary

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

Weighted average shares outstanding of Class B ordinary shares

Diluted net income per ordinary share, Class B ordinary shares

income (loss) per ordinary share, Class B ordinary shares

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

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$ ( 6,502,896 )

FOR THE PERIOD FROM JUNE 10, 3024 (INCEPTION)

THROUGH JUNE 30, 2024

Remeasurement of Class A ordinary shares subject to redemption

( 1,913,171 )

Balance — September 30, 2025

$ ( 6,737,121 )

$ ( 6,736,422 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND FOR THE PERIOD FROM

JUNE 10, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

Shareholders’

Balance as of June 10, 2024 (inception)

Balance – 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).

Balance – June 30, 2024

Balance – September 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 underwriters’ over-allotment option is exercised

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

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

September 30,

For the Period

(Inception) Through

September 30,

Cash Flows from Operating Activities:

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Due from Sponsor

Long Term prepaid insurance

Long-term prepaid expenses

Due to officer

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Proceeds from sale of Private Placements Units

Proceeds from promissory note - related party

Repayment of promissory note - related party

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SEPTEMBER 30, 2025

NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Plum Acquisition Corp.

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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 June 30, 2025, the Company had not commenced

any operations.

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

As of September 30, 2025, the Company had not

commenced any operations.

All activity for the period from June 10, 2024 (inception) through September 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

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

Simultaneously with the closing of the Initial

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, 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 for an aggregate purchase

price of $ 4,400,000 .

The private placement units are identical to the units sold in this offering, subject to certain limited exceptions

as described in the prospectus.

Simultaneously with the closing of the Initial 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, 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 for an aggregate purchase price of $ 4,400,000 .

The private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in the

Transaction costs amounted to $ 10,932,289 , consisting

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

Following the closing of the Initial Public Offering,

on January 16, 2025, an amount of $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private

Placement Securities was placed in the trust account (the “Trust Account”) and invested or held in either (i) U.S.

Following the closing of the Initial Public Offering, on January 16,

2025, an amount of $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement

Securities was placed in the trust account (the “Trust Account”) and invested or held in either (i) U.S.

treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

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 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.

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.

The Company will provide its shareholders with

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

If the Company seeks shareholder approval in

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Risks and Uncertainties

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.

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.

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.

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 cyberattacks 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.

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

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 the Company’s business, both

directly and indirectly.

Any of the above-mentioned factors, or any other

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initial business combination.

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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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.

The interim results for the three and nine months ended September 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 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit

of its acquisition plans.

As of September 30, 2025, the Company had $ 469,208 in cash and a working

capital of $ 138,786 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition

There is no assurance that the Company’s plans to raise capital will be successful.

In connection with

the Company’s 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.

In connection with the Company’s

assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Going

Concern,” as of September 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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Emerging Growth Company

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The Company had $ 469,208 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,

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

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

Investments Held in Trust Account

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.

As of September 30, 2025 and December 31, 2024,

the investments held in the Trust Account, amounting to $ 179,493,580 and $0 , were held in U.S.

government treasury bills, respectively.

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The Company complies with the requirements of

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”)

Topic 5A — ”Expenses of Offering.” Offering costs consist principally of professional and registration

fees that are directly related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this

guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the

residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants

(as defined below) and Private Units were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined

below), after management’s evaluation, were accounted for under equity treatment.

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses

of Offering.” Offering costs consist principally of professional and registration fees that are directly related to the Initial

Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds

from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public

Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial

Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated

to the Public Shares were charged to temporary equity, and offering costs allocated to Public Warrants (as defined below) and Private

Units were charged to shareholders’ deficit as the Public and Private Placement Warrants (as defined below), after management’s

evaluation, were accounted for under equity treatment.

The Company accounts for income taxes under ASC 740,

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 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 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

There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of September 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 has been

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.

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 periods 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).

Net income (loss) per ordinary share is computed by dividing net income

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

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 September 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.

As a result, diluted income (loss) per ordinary share

is the same as basic income (loss) per ordinary share for the period presented.

The following table reflects the calculation

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For the Three Months Ended

For the Six Months Ended

For the Period from

September 30,

For the Nine Months

September 30,

June 10, 2024

(Inception) Through

June 30, 2025

June 30, 2024

September 30,

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

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For the Three Months Ended

For the Six Months Ended

For the Period from

September 30,

For the Nine Months

September 30,

June 10, 2024

(Inception) Through

June 30, 2025

June 30, 2024

Diluted net income per share of common stock:

Allocation of net income

September 30,

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

Allocation of net income (loss)

Weighted-average shares outstanding

Diluted net income per ordinary share

Diluted net income (loss) per ordinary share

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Concentration of Credit Risk

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Redemption Classification

The public shares contain a redemption feature

which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company

classifies public shares subject to possible redemption outside of permanent deficit as the redemption provisions are not solely within

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.

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:

The public shares contain a redemption feature which allows for the

redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer

in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public

shares subject to possible redemption outside of permanent deficit as the redemption provisions are not solely within the control of the

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

September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

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

As of September 30, 2025, the Class A ordinary

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

Gross proceeds

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

Remeasurement of carrying value to redemption value

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

$ 179,493,580

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Share-Based Compensation

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financial statements.

INITIAL PUBLIC OFFERING

NOTE 3 – INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on January

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

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 .

Simultaneously with the closing of the Initial 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 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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Other than such permitted transfer, the Restricted Private Placement Shares will be subject to transfer restrictions for

90 days following our initial business combination and will be entitled to registration rights.

90 days following the initial business combination and will be entitled to registration rights.

The fair value of the Restricted Private Placement

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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,

not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a

Business Combination;

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A

ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination,

or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar

The Sponsor has agreed, subject to limited exceptions, not to transfer,

assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals

or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or

(y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar

transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for

cash, securities or other property.

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

During July and August 2024, the Sponsor transferred

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note are no longer available.

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.

The Company accounts for the Note as a liability

under ASC 470.

The Company has not elected the fair value option under ASC 825-10.

The embedded conversion feature is indexed to the

Company’s own stock, meets the fixed-for-fixed criteria, and is not required to be bifurcated under ASC 815-15.

Accordingly, the

conversion feature qualifies for equity classification under ASC 815-40, provided there are sufficient authorized shares to settle the

conversion, and no cash settlement contingencies exist.

As a result, the Note is recognized at its principal amount, net of issuance

costs, and presented and disclosed in accordance with ASC 470.

Concurrently with the issuance of the Note, the

Company drew an initial amount of $ 250,000 .

Due to Officer

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.

As of September 30, 2025 and December 31, 2024,

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

Consulting Services

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 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.

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

During the three and nine months ended September 30, 2025, the Company incurred approximately $ 125,000 and $ 354,000 in consulting

fees to the officers, respectively.

As of September 30, 2025, approximately $ 21,000 in unpaid consulting fees has been accrued and recorded

under accrued expenses in the accompanying balance sheet.

Related Party Loans

13 unchanged sentences

be identical to the Private Placement Units.

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

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

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) Founder Shares, (ii)

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 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

statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will

not be required to effect or permit any registration or cause any registration statement to become effective until termination of the

applicable lock-up period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions

resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the

filing of any such registration statements.

The holders of the (i) Founder Shares, (ii) 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 shares).

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 piggyback registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415

under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit

any registration or cause any registration statement to become effective until termination of the applicable lock-up period.

The registration

rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

11 unchanged sentences

shares in connection with the consummation of a Business Combination.

Warrants — As of June

Warrants — As of September

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

28 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Redemption of Public Warrants — Once

3 unchanged sentences

not less than 30 days’ prior written notice of redemption to each warrant holder;

and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period

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

● if, and only if, the closing price of the Class A ordinary shares

equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and

the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which

the Company sends the notice of redemption to warrant holders.

The Company will not redeem the warrants for

45 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

NOTE 7 — SHAREHOLDERS’ DEFICIT

2 unchanged sentences

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.

At September 30, 2025

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

Class A Ordinary Shares — The

2 unchanged sentences

ordinary shares are entitled to one vote for each share.

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.

At September 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.

Class B Ordinary Shares — The

2 unchanged sentences

ordinary shares are entitled to one vote for each share.

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

shares issued and outstanding (see Note 5).

At September 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

26 unchanged sentences

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 June 30, 2025 and indicates the

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

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

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

Level September 30,

Maturity Date:

Investments held in Trust Account – U.S.

Treasury Securities

$ 177,579,651

Treasury Securities October 16, 2025 1 $ 179,493,580

PLUM ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 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.

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 (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s 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

5 unchanged sentences

net income or loss:

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

September 30,

For the Period from June 10, 2024 (Inception) Through September 30,

General and administrative expenses

Interest earned on investments held in Trust Account

Interest earned on marketable securities held in Trust Account

September 30,

Investments held in Trust Account

Formation and operating costs are reviewed and

monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

transaction within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce

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

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.

The CODM also reviews general and administrative expenses to manage, maintain and

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

General and administrative expenses, 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

1 unchanged sentence

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

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

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 .

The Company evaluated subsequent events and transactions that occurred

after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review,

the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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