What changed in this filing

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Item 1. Business

2023-04-17 compared with 2022-04-22 · 120 added, 235 removed, 413 unchanged (46% of the section changed)

Plum Acquisition Corp.

I (the “Company” or “Plum”) is a blank check company, newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.

We have not identified any potential business combination target.

I (the “Company” or “Plum”) is a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination.

Ursula Burns, Kanishka Roy and Mike Dinsdale established Plum with the mission of creating a platform, built by operators for operators, to enable great private companies to become outstanding public companies and listed stocks.

We believe there is an opportunity to create replicable infrastructure to launch multiple SPACs, featuring different members of our large extended team over time.

We seek to establish ourselves as the first-stop SPAC platform for high-quality companies in the US and Europe that can benefit from our large 48-person extended

team, our decades of operational experience leading technology companies, our direct access to Fortune-500 company

partnerships, help with internationalization, and our proprietary Accelerating Through the Bell

operational playbook that helps companies list and grow in the public markets.

Our platform is also aligned with the incentives and outcome of investors as we are funding all of our risk capital internally as a sign of confidence and commitment to a successful outcome.

We seek to establish ourselves as the first-stop SPAC platform for high-quality companies in the US and Europe that can benefit from our large 48-person extended team, our decades of operational experience leading technology companies, our direct access to Fortune-500 company partnerships, help with internationalization, and our proprietary Accelerating Through the Bell operational playbook that helps companies list and grow in the public markets.

Our platform is also aligned with the incentives and outcome of investors as we are funding all our risk capital internally as a sign of confidence and commitment to a successful outcome.

We have founded, led, advised, and invested in companies that have invented entire sectors, scaled to become market leaders, and delivered exceptional returns for investors.

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Previously, Ms.

Burns was the CEO of Xerox and the first African American woman to lead an S&P 500 company, and has considerable experience partnering with small and large companies, both public and Pre-IPO, through

her substantial board service.

Burns was the CEO of Xerox and the first African American woman to lead an S&P 500 company and has considerable experience partnering with small and large companies, both public and Pre-IPO, through her substantial board service.

Roy is a technology and finance veteran with over 20 years of experience as a technology investment banker, public company executive, and growth investor.

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We seek to partner with a scaled, high-quality company that leverages platform models in the enterprise software, SMB software and infrastructure, or disruptive marketplace models in verticals where we have extensive expertise, such as business automation, health and wellbeing, fintech and insuretech.

We will seek to identify businesses with distinct Machine Learning and AI-driven advantages

to create new markets and disrupt existing ones to drive outsized market share and investor returns.

We intend to focus on investment opportunities with sustainable and predictable top-line

growth, recurring revenue dynamics, network effects or aggregator dynamics, compelling unit economics, and brand.

We will seek to identify businesses with distinct Machine Learning and AI-driven advantages to create new markets and disrupt existing ones to drive outsized market share and investor returns.

We intend to focus on investment opportunities with sustainable and predictable top-line growth, recurring revenue dynamics, network effects or aggregator dynamics, compelling unit economics, and brand.

We expect to align investors with a visionary management team to support long-term value creation.

Recent Developments

Proposed Business Combination (the “Business Combination”)

On March 2, 2023, Plum entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among Plum, Sakuu Corporation, a Delaware corporation (“Sakuu”), Plum SPAC 1 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Plum (“Merger Sub I”), and Plum SPACE 2 Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Plum (“Merger Sub II”).

The Business Combination Agreement provides that (a) on the day of the closing of the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by deregistering and transferring by way of continuation as a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (“Domestication”), change its name to “Sakuu Holdings, Inc.”, and amend its governing documents to become the Post-Closing Certificate of Incorporation and Post-Closing Bylaws (as such terms are defined in the Business Combination Agreement), (b) following the Domestication and upon the filing of the Certificate of First Merger (as defined in the Business Combination Agreement), Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Plum (“First Merger”), and (c) immediately following the First Merger and upon the filing of the Certificate of Second Merger (as defined in the Business Combination Agreement), the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly owned subsidiary of Plum (“Second Merger”).

The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Plum and Sakuu.

There is no assurance that the Business Combination will be completed.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, on the day of Closing each Plum Class A ordinary share and Plum Class B ordinary share issued and outstanding immediately prior to the Domestication shall, by virtue of the Domestication, be automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of Plum (“New Plum Common Shares”).

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, Sakuu’s equity holders will receive a number of shares of Common Stock (or rights to acquire such Common Stock) of Plum in the aggregate equal to $600,000,000.00 plus the aggregate exercise prices of Sakuu’s options and warrants, divided by $10.00.

Extraordinary General Meeting

On March 15, 2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which Plum has to consummate a business combination (the “Articles Extension”) from March 18, 2023 (the “Original Termination Date”) to June 18, 2023 (the “Articles Extension Date”) and to allow Plum, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of Plum’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 18, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of Plum’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (2) to amend the Articles to eliminate from the Articles the limitation that Plum may not redeem Class A ordinary shares to the extent that such redemption would result in Plum having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow Plum to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”).

The shareholders of Plum approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on March 15, 2023, Plum filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62.

We will seek to acquire an asset with the most promising potential for returns and enhance those returns with concerted support from our team of Diversity, Equity, and Inclusion (“DEI”) experts.

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For example, a 2018 report by McKinsey examined trends in the impact of diversity on financial performance and found that “[t]he statistically significant correlation between a more diverse leadership team and financial outperformance…continues to hold true… The penalty for bottom-quartile for diversity persists… Not only were [these companies] not leading, they were lagging.” As such, we are committed to leveraging our team and networks to help our future partner company hire diverse candidates for their management team and board and to help further develop an inclusive and equitable workplace.

We also are undertaking a “2 and 20 pledge.” Our sponsor intend to donate interests in our sponsor equivalent to an aggregate of 105,000 founder shares to DEI related causes following the consummation of our initial business combination.

We also are undertaking a “2 and 20 pledge.” Our Sponsor intends to donate interests in our Sponsor equivalent to an aggregate of 105,000 founder shares to DEI related causes following the consummation of our initial business combination.

We also commit to filling at least 20% of our board seats with candidates who bring gender, racial and/or ethnic diversity.

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members of our board and Leadership Council, as well as our senior advisors, are eligible for a performance bonus of interests in our Sponsor that are equivalent to an aggregate of up to 500,000 founder shares for their contributions toward the success of Plum.

Furthermore, we intend to align ourselves with our eventual partner company through lock-up or

other provisions that incentivize long-term value creation and signal our commitment to delivering attractive returns to all stakeholders.

We believe such flexibility on lock-up to

be an important key to attracting high-quality growth companies.

Furthermore, we intend to align ourselves with our eventual partner company through lock-up or other provisions that incentivize long-term value creation and signal our commitment to delivering attractive returns to all stakeholders.

We believe such flexibility on lock-up to be an important key to attracting high-quality growth companies.

Our Management Team and Our Sponsor

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• Served as Chairperson & CEO of Xerox and CEO of VEON

• Board director of Exxon Mobil, Uber, Waystar, Endeavor and IHS Holdings

• Board director of Exxon Mobil, Uber, Endeavor Group Holdings, Inc., and IHS Holdings

• Former directorships include American Express, Boston Scientific, and Nestle

• Under President Barack Obama, led the White House national program on STEM and served as chair of the President’s Export Council

• Led White House national program on STEM under President Barack Obama and served as chair of the President’s Export Council

• Served as Global Head of Tech M&A Origination at Morgan Stanley

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Our management team consists of Ursula Burns, Kanishka Roy and Mike Dinsdale.

We are supported by our 8-person Board of Directors, 19-person Leadership

Council, and 17-person Senior

Advisory Team.

We are supported by our 8-person Board of Directors, 19-person Leadership Council, and 17-person Senior Advisory Team.

Ursula Burns is our Executive Chairwoman and a director.

Burns has extensive international experience leading large companies confronting technology change in their industries.

Burns most recently served as Chairman and CEO of VEON Ltd (“VEON”), a position she held from 2018 until 2020, having previously served as Chairman, beginning in 2017.

Prior to VEON, Ms.

Burns served as the CEO of Xerox from 2010 to 2016 and is the first, and still only, African-American woman to have led an S&P 500 company.

Burns served as the Chairman of the Board of Xerox Corporation from 2010 to 2017 and Chief Executive Officer from 2009 to 2016, after having been appointed President in 2007.

Burns joined Xerox as a summer intern in 1980 and has since held leadership posts spanning corporate services, manufacturing and product development.

She is the first, and still only, African-American woman to have led an S&P 500 company.

Following the company’s split into Conduent and the new Xerox, she was named the Chairwoman of the new Xerox company.

In addition to her work experience, Ms.

Burns, who regularly appears on Fortune’s and Forbes’s list of the world’s most powerful women, is a board director of Exxon Mobil, and Uber.

Burns was appointed by President Barack Obama to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009

to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after having served as vice chair from 2010 to 2015.

After her retirement from Xerox, Ms.

Burns was appointed as Chairman of VEON, Ltd.

Burns became Chairman and CEO in December 2018 until June 2020.

During her tenure at VEON, Burns successfully steered the company through various compliance and restructuring changes.

Burns is a member of the Exxon Mobil, Uber Technologies, Inc., Endeavor Group Holdings, Inc., and IHS Holdings Board of Directors.

She is also a founding partner of Integrum Holdings, a private equity firm, and Non-Executive Chairman of Teneo Holdings LLC.

In addition, Burns is on several private company boards, while also providing leadership counsel to several other community, educational and non-profit organizations including the Ford Foundation, the Massachusetts Institute of Technology (MIT) Corporation, Cornell Tech Board of Overseers, the Metropolitan Museum of Art, and the Mayo Clinic amongst others.

Burns was appointed by President Barack Obama to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after having served as vice chair from 2010 to 2015.

Burns holds a master’s degree in mechanical engineering from Columbia University and a bachelor’s in mechanical engineering from Polytechnic Institute of New York University.

Kanishka Roy is our President, Co-Chief

Executive Officer and a director.

Kanishka Roy is our President, Co-Chief Executive Officer, and a director.

Roy is a technology and finance veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor.

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Roy holds an undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.

Mike Dinsdale is our Co-Chief

Executive Officer, Chief Financial Officer and a director.

Mike Dinsdale is our Co-Chief Executive Officer, Chief Financial Officer, and a director.

Dinsdale has embodied the “modern unicorn” CFO for over 20 years, with strategic expertise in building high-growth international companies that consistently exceed growth targets.

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• Served as Executive Vice President of Sales at Tableau Software

• Grew Tableau revenue from $0 to more than $800mm

• Board Director of Fastly, Lucid, and Even

• Served as President and Chief Operating Officer of Gong

• Board Director of Gong and Lucid and former Board Director at Fastly, Even, and Amperity

Jennifer Ceran

• Served as CFO of Smartsheet and VP Finance at Box

• Former CFO at Quotient (fka Coupons.com)

• Board director of True Platform, Klaviyo, Riskified, NerdWallet, and Wyze Labs

• Board Director of several public and private companies including NerdWallet, Riskified, Klaviyo and Wyze Labs

• Served as President & CFO of SoftBank Group International

• Board member of Arm Holdings, Fortress Investments Group, SoFi, Brightstar Corp, SoftBank Energy, SoftBank Group Capital, and Airtel Africa

• Served as COO of Microsoft

• President & CEO of Core Scientific

• Former CEO of Sam’s Club, CIO of Walmart

Our independent directors all have significant skin in the game, sponsoring approximately 25% of the at-risk capital,

and are further incentivized to generate exceptional returns through a performance bonus of interests in our sponsor that are equivalent to an aggregate of up to 500,000 founder shares.

Our 8-person Board

of Directors includes all three members of the management team.

• Independent Board Member in Retail and Technology

Our independent directors all have significant skin in the game, sponsoring approximately 25% of the at-risk capital, and are further incentivized to generate exceptional returns through a performance bonus of interests in our Sponsor that are equivalent to an aggregate of up to 500,000 founder shares.

Our 8-person Board of Directors includes all three members of the management team.

Lane Bess is a director.

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Bess helped build three companies valued over $1bn in the internet security industry.

Bess helped attain early funding and acted as CEO of Palo Alto Networks (PANW) from 2008–2011, where he led the late fundraising and scaled the company from its early go-to-market to

a revenue run rate exceeding $200 million on the path to its IPO.

Bess helped attain early funding and acted as CEO of Palo Alto Networks (PANW) from 2008–2011, where he led the late fundraising and scaled the company from its early go-to-market toa revenue run rate exceeding $200 million on the path to its IPO.

He also was instrumental in building Zscaler (ZS) as COO from 2011 to 2015.

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Some of the firm’s notable investments include Arista Networks, Nutanix Inc., ThoughtSpot, Rubrik, and Zscaler.

Bess has a BS in Managerial Economics from Carnegie Mellon University and holds a Masters Degree from the University of Dayton.

Bess has a BS in Managerial Economics from Carnegie Mellon University and holds a Master’s Degree from the University of Dayton.

Lane also serves as a Trustee on the Board of Carnegie Mellon University.

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Wright has over 30 years of experience in leadership, sales, operations, and strategy.

Wright is currently a Board Director at Fastly (NYSE:FSLY), Lucid, and Even.

She has advised multiple tech companies, including Asana and Dropbox.

She teaches Go-To-Market Strategy

as an adjunct professor at the University of Washington’s Foster School of Business.

Prior to her current work as a board director and advisor, Ms.

Wright is currently a Board Director at Gong and Lucid.

She previously served on the board of Fastly and Even and has advised multiple technology companies, including Asana and Dropbox.

She is the Founder of Culture Driven Sales and teaches Go-To-Market Strategy as an adjunct professor at the University of Washington’s Foster School of Business.

Prior to her current work as a board director, Ms.

Wright spent 12 years at Tableau Software, where she led worldwide sales and field operations as Executive Vice President of Sales.

She joined Tableau as the company’s first salesperson and tenth employee in 2005, and she helped grow Tableau into a multi-billion-dollar public company as a key member of the executive team.

Wright grew Tableau’s revenue and field operations from zero to more than $800 million in revenues and managed over half of Tableau’s global team as the company expanded to 3,400 employees.

Before Tableau, Ms.

Wright spent time at Bain & Company, McKinsey & Company, Bank of America, Dale Carnegie Training, and AtHoc.

She earned her BA from Stanford University and MBA from The Wharton School at the University of Pennsylvania.

Wright is active on over a dozen women-on-board organizations

and speaks regularly on topics including sales, go-to-market, growth,

culture, transformation, leadership, and diversity.

Wright grew Tableau’s revenue from zero to more than $800 million and managed over half of Tableau’s global team as the company expanded to 3,400 employees.

Wright also served as President and Chief Operating Officer at Gong, where she ran all go-to-market functions and helped build a strong foundation of people, processes, and systems for future scale.

She recently transitioned from her operating role back to Gong’s Board of Directors.

Earlier in her career, Ms.

Wright spent time at Bain & Company, McKinsey & Company, Bank of America, Dale Carnegie Training, and At Hoc.

She earned her BA from Stanford University and her MBA from The Wharton School at the University of Pennsylvania.

Jennifer Ceran is a director.

Ceran is a senior finance leader with more than 30 years of experience working at high growth, brand name private and public companies.

Ceran is now CFO Emeritus at Smartsheet, a leading SaaS platform that unifies collaboration, workflows and content management into a single, flexible work environment.

Ceran was CFO of Smartsheet, a public SaaS company, from 2016 until 2021.

From 2012 to 2015, Ms.

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From 2003 to 2012, Ms.

Ceran held various positions at eBay Inc., a global e-commerce and

payments company, including Vice President (VP) and Treasurer, VP Financial Planning and Analysis, and VP Investor Relations.

Ceran held various positions at eBay Inc., a global e-commerce and payments company, including Vice President (VP) and Treasurer, VP Financial Planning and Analysis, and VP Investor Relations.

Ceran also ran their first Finance Leadership Development Program, a program to develop top finance talent.

Ceran has received numerous recognitions during her career.

Ceran was recognized by Treasury and Risk Management Magazine from 2006 through 2009 as one of the “100 Most Influential People in Finance.” In 2011, she was ranked first in the Institutional Investor

list of investor-relations leaders in the internet industry.

Ceran received the honorable Puget Sound Business Journal CFO of the year award.

Ceran is on the boards of True Platform, Klaviyo, Riskified, NerdWallet and Wyze Labs.

Ceran is on several public and private company boards including NerdWallet, Riskified, Klaviyo and Wyze Labs.

Ceran holds an MBA in Finance and Accounting from the University of Chicago Booth School of Business and BAs in Communications and French from Vanderbilt University.

Alok Sama is a director.

Sama is currently a Senior Advisor to Warburg Pincus LLC and to The Raine Group, joining in 2020 and 2019, respectively.

Sama is currently a Senior Advisor to Warburg Pincus LLC, joining in 2020.

He was formerly President & CFO of SoftBank Group International (“SBGI”) and Chief Strategy Officer for SoftBank Group (“SBG”), departing in 2020.

While at SoftBank, Mr.

Sama led the $59 billion merger of Sprint and T-Mobile, the

$34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding, the $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank’s holding in Yahoo Japan.

Sama led the $59 billion merger of Sprint and T-Mobile, the $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding, the $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank’s holding in Yahoo Japan.

Sama was also responsible for multiple growth capital investments across technology verticals, including ride sharing, fintech, and communications.

Sama represented SoftBank as a Board member at Arm Holdings, Fortress Investment Group, SoFi, Brightstar Corp, Softbank Energy, SoftBank Group Capital, and Airtel Africa.

Sama was also a Senior

Managing Director at Morgan Stanley, where he led the firm’s communications practice in Europe and TMT practice in the Asia-Pacific region.

Sama co-founded Baer

Capital Partners, an alternative asset management firm focused on India with over $300 million in assets, in partnership with the Baer family and Dubai Holdings.

Sama was also a Senior Managing Director at Morgan Stanley, where he led the firm’s communications practice in Europe and TMT practice in the Asia-Pacific region.

Sama co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in assets, in partnership with the Baer family and Dubai Holdings.

He continues to be a Director of Baer Capital.

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Turner is a highly unique CEO and executive who has served and excelled at two of the most admired companies in the world, Walmart and Microsoft.

Since 2018, Mr.

Turner has served as President and CEO of Core Scientific, the largest Blockchain hosting company in the U.S.

As Microsoft’s former Chief Operating Officer from 2005 to 2016, Mr.

Turner led the company’s global sales, marketing and services organization of 70,000+ employees in more than 190 countries through the transition of Bill Gates, Steve Ballmer, and Satya Nadella all while serving as COO.

Turner led the company’s global sales, marketing and services organization of 70,000+ employees in more than 190 countries through the transition of Bill Gates, Steve Ballmer, and Satya Nadella.

Turner’s leadership, the sales and marketing group delivered more than $91.9 billion in revenue in fiscal 2016.

Turner oversaw worldwide sales, field marketing, services, support, and partner channels, as well as Microsoft Stores and corporate support functions, including Information Technology, Worldwide Licensing & Pricing, and Operations.

Turner spent nearly 20 years at Wal-Mart Stores,

where he rose through the ranks and was named the youngest corporate officer ever at Wal-Mart at

Turner held various leadership positions at Wal-Mart,

including becoming the Chief Information Officer for Wal-Mart Stores,

and as his last assignment he served as the President and Chief Executive Officer of SAM’S CLUB, a $37 billion division of Wal-Mart Stores.

He was appointed Chairman of Zayo Group in 2020 and Vice Chairman of the Board for Albertsons Companies, receiving his first appointment with the company in 2017.

Turner spent nearly 20 years at Wal-Mart Stores, where he rose through the ranks and was named the youngest corporate officer ever at Wal-Mart at age 29.

Turner held various leadership positions at Wal- Mart, including becoming the Chief Information Officer for Wal-Mart Stores, and as his last assignment he served as the President and Chief Executive Officer of SAM’S CLUB, a $37 billion division of Wal-Mart Stores.

He was appointed Chairman of Zayo Group in 2020 and Vice Chairman of the Board for Albertsons Companies.

He served as a Board Director for Nordstrom from 2010 to 2020, and Vice Chairman of Citadel and CEO of Citadel Securities from 2016 to 2017.

Turner served as President and CEO of Core Scientific, then a privately held company, 2018 to May 2021.

Leadership Council and Senior Advisory Team

Our Leadership Council includes individuals with a track record of success that positions them to add value to potential partner companies, advise our management team and board, and bring unique insights and connectivity around deal sourcing and diligence.

This team, with approximately 17% sponsorship of the at-risk

capital, is comprised of a diverse set of leaders, including the former CEO of Ericsson, a former Senior Advisor to President Barack Obama, a former CEO of Young & Rubicam, prominent Venture Capitalists, current public company CEOs, and C-level executives

at blue chip public companies.

This team, with approximately 17% sponsorship of the at-risk capital, is comprised of a diverse set of leaders, including the former CEO of Ericsson, a former Senior Advisor to President Barack Obama, a former CEO of Young & Rubicam, prominent Venture Capitalists, current public company CEOs, and Clevel executives at blue chip public companies.

Our Senior Advisory Team is comprised of individuals with an array of diverse and relevant experience, including unicorn founders, public company CEOs, and industry leaders in technology.

These individuals are not investors in our SPAC, but they are eligible for our performance bonus of interests in our sponsor that are equivalent to an aggregate of up to 500,000 founder shares.

These individuals serve in ad-hoc roles

and add value to Plum through the strength of their connectivity with relevant company executives and boards.

Overall, members of our extended team are current CEOs, Board Members, Advisors, or Investors at companies such as Gusto, Grammarly, ThoughtSpot, Teneo, Databricks, Fastly, Rubrik, Even, Waystar, Builder.ai, Wyze, MapBox, Side, GitLab, Hashicorp, Folloze, ShotSpotter, ThredUp, Core Scientific, Lucid, Pendo, Outreach, Digital Ocean, Illumio, Notion, Punchh, LiveRamp, SmartNews, True, DeepInstinct, Crunchbase, Nutanix, SQream, Klaviyo, Riskified, Calm, Zayo, SmartSheet, Cybereason, NerdWallet, Uber, Softcat, ZeroFox, HIS, Advanced Computer Software, etc.

Our team members are also current Partners, Advisors, or LPs at firms such as Bessemer, Durable, IVP, DST, Wing Ventures, TPG, Akkadian, Warburg Pincus, Trinity Ventures, Cross Creek, Cadian, HWVP, Twenty Acer, Gagarin, Raine, Hutt Capital, Rothschild, Elderstreet, NEA, Highland, Generation, Soma Capital, Hg Capital, General Catalyst, EQT, Menlo Ventures, Accel, Dockyard, Lightspeed, etc.

Select Leadership Council Member Nominees

Select Nominees

• Former CFO of ZenDesk

• Former CEO of Intelliden;

Board Member at Looker

Brian Gentile

• Managing Director & Executive Coach at 10xCEO

• Former Chairman & CEO at Jaspersoft, Advisor Kohlberg, Kravis & Roberts

Danielle Brown

• Chief People Officer at Gusto;

former Chief Diversity Officer at Intel and Google

• Former CEO of Young & Rubicam;

Senior Advisor at WPP

• Former Chairman at WMLY&R, Vice Chairman & COO at Wunderman

Glenda McNeal

• President, Enterprise Strategic Partnerships at American Express

• Public Company Board Member at Nordstrom

Jan Frykhammar

• Former CEO and CFO of Ericsson

• Public and private board member, advisor at multiple technology companies

Patricia Nakache

• General Partner at Trinity Ventures

• Board Member at ThredUp;

former Board Member at Care.com

• CEO of IGT;

Chairman & CEO at Pinnacle, Excite@Home

• Former Board Member at Yahoo!

And Plantronics

• President & CEO of ShotSpotter (NYSE:

SSTI) and GuardianEdge

• Founder & CEO of Blue Makoi

Sean O’Malley

• Head of Strategy at Cadian Capital;

former Managing Director at Blackstone

Valerie Jarrett

Advisor to Pres.

Obama in Intergovernmental Affairs

• Board Member at Lyft, 2U, Ralph Lauren;

Chairwoman of the Chicago Stock Exch.

• Host of the Van Jones Show on CNN

• CEO of REFORM Alliance;

President of The Dream Corps

• Chief Accounting Officer at DocuSign

• Board Member at LiveRamp

These individuals serve in ad-hoc roles and add value to Plum through the strength of their connectivity with relevant company executives and boards.

Our Business Strategy

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We are a purpose-built platform to help companies list publicly and build the capacity and infrastructure needed to continue scaling in the public markets.

Plum’s operational expertise is key to helping high-quality potential partner companies maximize their value.

According to McKinsey:

“SPACs that are led or co-led by

operators rather than solely by investors tend to outperform throughout the deal cycle.

One year after taking a target public, operator-led SPACs

traded about 10 percent higher than their sector index and much better than other SPACs (a premium of about 40 percent).”

We have architected Plum to fully capitalize on the benefits of operator-driven SPACs, with a large and proven team of 8 directors, 19 Leadership Council members, and a 17-person Senior

Advisory Team.

We have architected Plum to fully capitalize on the benefits of operator-driven SPACs, with a large and proven team of 8 directors, 19 Leadership Council members, and a 17-person Senior Advisory Team.

This extended team gives us a large surface area of personal, professional, and subject matter driven relationships to identify and partner with the most promising private companies.

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From our own experience, we believe both our operational approach and our company-centric worldview will be advantageous in helping us to attract a very strong eventual partner company.

We have developed a clear value-add playbook

for public company growth and have staffed ourselves appropriately to execute on a variety of formalized initiatives in service of our eventual partner company.

We have developed a clear value-add playbook for public company growth and have staffed ourselves appropriately to execute on a variety of formalized initiatives in service of our eventual partner company.

Most of our team of operators have chosen to work with Plum over other SPACs, and to invest in our risk capital, because we offer them the chance to leverage their skills and expertise for the benefit of our eventual partner company.

We have formalized this value-add process

through our playbook, Accelerating Through the Bell

This playbook consists of plays from tested, successful operators to help our partner company de-risk its

listing and enhance its growth post-listing.

We have formalized this value-add process through our playbook, Accelerating Through the Bell .

This playbook consists of plays from tested, successful operators to help our partner company de-risk its listing and enhance its growth post-listing.

We believe our approach stands in stark contrast to many SPACs that rely on the stature, experience, and network of a few individuals.

It is our view that these SPACs lack sufficient depth of team members and skillsets to have a credible claim to helping companies de-risk their

listing and maintain, or even accelerate, their growth after listing.

It is our view that these SPACs lack sufficient depth of team members and skillsets to have a credible claim to helping companies de-risk their listing and maintain, or even accelerate, their growth after listing.

We believe that the value of our operator driven approach to success is highly differentiated by virtue of the size, playbook, financial alignment, credibility in DEI, and the diverse skillsets and backgrounds of our team.

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Self-funding the entirety of our risk capital also closely aligns us with our eventual partner company’s outcome.

Our willingness to tie our promote lock-up

to company stock-price performance should also be attractive to companies.

Our willingness to tie our promote lock-up to company stock-price performance should also be attractive to companies.

We plan to carefully curate our IPO and PIPE investors, focusing on long-term investors with a track record of supporting high-quality growth companies.

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Decentralized and Proprietary Deal Sourcing:

Each member of our 48-person

extended team has been selected for their personal networks and access to Tech companies and boards in the U.S.

Each member of our 48-person extended team has been selected for their personal networks and access to Tech companies and boards in the U.S.

The breadth and connectivity of this extended team, combined with our incentive structure, increases our ability to source proprietary opportunities without relying on bankers for deal flow, and reduces the likelihood that we will have to participate in competitive bid processes or “SPAC-offs”.

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For example, one of the individuals running our public investor relations strategy was instrumental in executing the Shopify and Zendesk IPOs, among others;

the individual in charge of go-to-market

acceleration play served as the sales leader during Tableau’s ramp from $800 million in revenue;

the individual in charge of go-to-market acceleration play served as the sales leader during Tableau’s ramp from $800 million in revenue;

one of the individuals in charge of the international growth play led his company’s entry into more than 18 countries.

Our Acquisition Criteria

We do not think that there is a one-size fits-all list

of criteria that we can use to evaluate companies.

We do not think that there isa one-size fits-all list of criteria that we can use to evaluate companies.

However, wise and flexible employment of our investment principles is the north star of our investment decision process:

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Visible Market Opportunity:

We seek to invest in businesses with recurring or re-occurring

business models that provide good revenue visibility and ample data, allowing us to clearly understand growth drivers.

We seek to invest in businesses with recurring or re-occurring business models that provide good revenue visibility and ample data, allowing us to clearly understand growth drivers.

We intend to invest in those businesses where future revenue cannot be confounded by significant market, technology, or regulatory risks.

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We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it

not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.

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We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.

The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, which may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

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If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We have not selected any business combination target.

Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors.

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Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

We have agreed to pay our sponsor or an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses

related to identifying, investigating and completing an initial business combination.

We have agreed to pay our Sponsor or an affiliate of our Sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

In addition, pursuant to our Administrative Services Agreement we may make payments or reimbursements to our Sponsor or its affiliates, for the reasonable salaries and other services provided to us prior to or in connection with our initial business combination by its employees, consultants and/or members, who may include our officers, leadership council members, senior advisors or directors, and may also pay certain fees to our Sponsor or its respective affiliates.

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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, council members or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, council members or their affiliates may enter into transactions with investors and others to provide them with incentives to

acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, council members or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information

not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our Sponsor, directors, officers, council members or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.

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Our Sponsor, executive officers, directors, council members or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors, council members and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of

the Exchange Act.

Our Sponsor, officers, directors, council members and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be $10.00 per public share.

The per-share amount

we will distribute to

investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

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Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Limitations on Redemptions

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

However, the proposed business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Manner of Conducting Redemptions

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file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

In the event we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination.

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Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

In addition, our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

conduct the redemptions pursuant to Rule 13e-4

and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

conduct the redemptions pursuant to Rule13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to

purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under

the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under

the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem.

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Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as “Excess Shares,” without our prior

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as “Excess Shares,” without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then- current market price or on other undesirable terms.

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By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

However, we would not be restricting our shareholders’ ability to vote all their shares (including Excess Shares) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination.

The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

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In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of the initial public offering.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination).

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of the initial public offering to consummate an initial business combination.

If we have not consummated an initial business combination within 24 months from the closing of the initial public offering, we will:

Our amended and restated memorandum and articles of association provide that we will have only 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate an initial business combination.

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination).

Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of the initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price,

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,800,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by shareholders upon our dissolution would be $10.00.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 27 months from the closing of the initial public offering or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Our Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining held in Company accounts outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption

amount received by shareholders will not be less than $10.00.

We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

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Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

The representative of the underwriters will not execute an agreement with us waiving such claims to the monies held in the trust account.

The representative of the underwriter will not execute an agreement with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the representative of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the representative of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

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None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption

price will not be less than $10.00 per public share.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access to up to $1,800,000 following the initial public offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access to the amounts remaining in Company accounts outside the trust account following the initial public offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

In the event that our offering expenses exceed our estimate of $1,200,000, we may fund such excess with funds from the funds not to be held in the trust account.

In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $1,200,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy or winding-up petition

or an involuntary bankruptcy or winding-up petition

is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders.

Additionally, if we file a bankruptcy or winding-up petition

or an involuntary bankruptcy or winding-up petition

is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

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We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of the initial public offering, with respect to such Class A ordinary shares so redeemed.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination), (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination), with respect to such Class A ordinary shares so redeemed.

In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.

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Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not consummated an initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination):

Redemptions in Connection

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The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote.

In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek shareholder approval of our initial business combination, our Sponsor, directors, officers, council members or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.

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however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

If we have not consummated an initial business combination within 24 months from the closing of the initial public offering, we will redeem all public shares at a per-share price,

payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares.

If we have not consummated an initial business combination within 27 months from the closing of the initial public offering (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares.

Redemptions in Connection

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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-K

Item 1. Business