What changed in this filing

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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-04-22 · 443 added, 370 removed, 665 unchanged (55% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 due to the material weakness in our internal controls over accounting and reporting complex financial instruments including the proper classification of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, and under accrual of liabilities.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Regarding the restatements to the March 31, 2021, and June 30, 2021 quarterly financial statements included in the Company’s Form 10-Qs, as filed with the SEC on June 4, 2021 and August 16, 2021, respectively, as well as the Company’s balance sheet included on the Company’s Form 8-K, as filed with the SEC on March 24, 2021, certain redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of the Class A ordinary shares in permanent equity.

The Company restated its financial statements to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

It is noted that the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents or total assets.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness in our internal controls over accounting and reporting complex financial instruments including the proper classification of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, and under accrual of liabilities.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period from January 11, 2021 (inception) through December 31, 2021 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In light of the material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Management has concluded that our internal control over financial reporting was effective at December 31, 2022.

Management has also concluded that our audited financial statements included in this Report are fairly stated in all material respects in accordance with GAAP for each of the periods presented therein.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Appointment of Chief Operating Officer

On April 12, 2023, the Board of Directors appointed James Lynfield as the Company’s Chief Operating Officer.

Lynfield, 30, has served as a partner of the Sponsor since May 2021.

Prior to joining the Sponsor, Mr.

Lynfield served as a private equity associate at Cerberus Capital Management from August 2017 through April 2019 and as an investment banking analyst at Credit Suisse from July 2015 through June 2017.

Lynfield holds an undergraduate degree in Mathematics from Northwestern University and an MBA from Columbia Business School.

Lynfield will not receive any compensation from the Company in connection with his service as the Company’s Chief Operating Officer.

Lynfield will report to Messrs.

Roy and Dinsdale, who remain in charge of all of the Company’s principal business units, divisions and functions and perform all policy-making functions at the Company.

Accordingly, Mr.

Lynfield is not an “executive officer” of the Company as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended.

Promissory Note

On April 17, 2023, the Company issued an unsecured promissory note (the “Note”), dated effective as of March 17, 2023, in the principal amount of up to $1,500,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination.

An initial draw in the amount of $480,000 occurred on March 17, 2023.

The Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default.

The Note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering, and is convertible into private placement warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor.

The Note was issued, and any private placement warrants and underlying shares will be issued, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 10.13.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance Directors and Executive Officers

As of the date of this Annual Report on Form 10-K,

our directors and officers are as follows:

As of the date of this Annual Report on Form 10-K, our directors and officers are as follows:

Executive Chairwoman and Director

President, Co-Chief

Executive Officer and Director

President, Co-Chief Executive Officer, and Director

Mike Dinsdale

Executive Officer, Chief Financial Officer and Director

Co-Chief Executive Officer, Chief Financial Officer, and Director

Kelly Breslin Wright

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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.

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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He also serves on the Board of Directors for WildAid.

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 will include all three members of the management team.

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 will include 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.

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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 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.

Number and Terms of Office of Officers and Directors

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an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules

and a limited exception, the rules of Nasdaq and Rule 10A-3 of

the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase- in rules and a limited exception, the rules of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.

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inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving

all audit services and permitted non-audit

services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

appointing or replacing the independent registered public accounting firm;

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Senior Advisor

Integrum Holdings

Private Equity

Founding Partner

Uber Technologies, Inc.

Exxon Mobil Corporation

Financial Technology

Endeavor Group Holdings, Inc.

Entertainment

IHS Holding Limited

Telecommunication Infrastructure

Entity’s Business

Pomegranate Ventures

Private Investment

General Partner

Exxon Mobil Corporation

Mike Dinsdale

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Founder and Principal

Entity’s Business

Kelly Breslin Wright

Cloud Computing

Artificial Intelligence Software

Lucid Software Inc.

Even Responsible Finance, Inc.

Financial Software Enterprise Customer

Jennifer Ceran

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Consumer Technology

Automotive Technology

Warburg Pincus LLC

Private Equity

Senior Acvisor

The Raine Group

Chief Strategy Officer

Senior Advisor

Blue River Acquisition Corp

Special Purpose Acquisition Company

Valhalla Ventures

Private Equity

Vice Chairman

Albertsons Companies, Inc.

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Data Center Solutions

Core Scientific

Blockchain & AI Infrastructure

President & CEO

Potential investors should also be aware of the following other potential conflicts of interest:

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Our Sponsor subscribed for founder shares prior to the date of this Report and purchased private placement warrants in a transaction that will close simultaneously with the closing of the initial public offering.

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.

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.

Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless.

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination.

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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.

In addition, our sponsor, executive officers, directors, council members or their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

In addition, our Sponsor, executive officers, directors, council members or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review periodically all payments that were made by us to our Sponsor, executive officers, directors, council members or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than periodic audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.

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On all matters to be voted upon, the holders of the Class A ordinary shares and the Class B ordinary shares vote together as a single class.

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

Class B ordinary shares

Class A ordinary shares

Name and Address of Beneficial Owner(1)

Name of Beneficial Owner(1)

Plum Partners, LLC(3)

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Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one

basis, subject to adjustment, as described in the section entitled “Description of Securities.”

Such shares will automatically convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”

Plum Partners, LLC is the record holder of the share reported herein.

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On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”).

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters.

On April 14, 2021 the underwriters partially exercised their over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591.

On May 2, 2021 the underwriters’ over-allotment option expired and 644,591 Founder Shares were forfeited to the Company.

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).

Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter.

On April 14, 2021, the underwriter partially exercised its over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591.

On May 2, 2021, the underwriter’s over-allotment option expired and 644,591 Founder Shares were forfeited to the Company.

The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.

On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan is non-interest

bearing and payable on the earlier of November 30, 2021 or the completion of the IPO.

This loan is non-interest bearing and payable on the earlier of November 30, 2021, or the completion of the IPO.

As of December 31, 2022, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, have committed to loan the Company funds as may be required (“Working Capital Loans”).

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it.

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Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company’s management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale.

The Note does not bear interest and is repayable in full upon consummation of a Business Combination.

The Company may draw on the Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination.

If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven.

On January 31, 2022, the Company issued an unsecured promissory note (the “Dinsdale Note”) in the principal amount of $500,000 to Mike Dinsdale.

The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination.

The Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination.

If the Company does not complete a Business Combination, the Dinsdale Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Mr.

Dinsdale shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Dinsdale shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant.

The Dinsdale Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with regard to the Dinsdale Note becoming immediately due and payable.

The Dinsdale Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On July 11, 2022, the Company issued an unsecured promissory note (the “Burns Note”) in the principal amount of $500,000 to Ursula Burns.

The Burns Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).

Up to fifty percent (50%) of the principal of the Burns Note may be drawn down from time to time at the Company’s option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note may be drawn down from time to time at the Company’s option after August 25, 2022, in each case in increments of not less than $50,000.

If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, Ms.

Burns shall have the option, but not the obligation, to convert the principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant.

The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

On March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Roy Note”) to Mr.

Kanishka Roy, individually and as a member of Plum Partners LLC.

Roy funded the initial principal amount of $250,000 on March 16, 2023.

The Roy Note does not bear interest and matures upon the consummation of the Company’s initial business combination with one or more businesses or entities.

In the event the Company does not consummate a business combination, the Roy Note will be repaid upon the Company’s liquidation only from amounts remaining outside of the Company’s trust account, if any.

The Roy Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Roy Note and all other sums payable with regard to the Roy Note becoming immediately due and payable.

The Company will pay the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team.

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In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates.

For the year ended December 31, 2022, the Company incurred $120,000, in fees for office space, secretarial and administrative services, respectively, of which such amounts are included in the due to related party in the accompanying balance sheets and incurred $549,198 for reimbursement of costs of costs of salaries and other services.

For the period from January 11, 2021, through December 31, 2021, the Company incurred $851,053 in fees for these services, of which $736,053 was for reimbursement of costs of salaries and other services and $115,000 was for office space, secretarial and administrative services.

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Policy for Approval of Related Party Transactions

The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K

as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.

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Principal Accountant Fees and Services

Fees for professional services provided by our independent registered public accounting firm for the last fiscal year include:

for the Period from January 11,

2021 (inception) through

December 31, 2021

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees consist of fees for professional services rendered for the audit of our period-end

financial statements, services provided in connection with our initial public offering, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $162,225 and $92,096 for the services Marcum performed in connection with the audit of our December 31, 2022 and 2021 financial statements included in this Annual Report on Form 10K.

Audit-Related Fees.

Audit-related fees consist of fees for assurance and related services that are reasonably related to performance of the audit or review of our year-end

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

During the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render services to us for audit-related matters.

All Other Fees .

All other fees consist of fees billed for all other services including permitted due diligence services related potential Business Combination.

Policy on Board Pre-Approval

of Audit and Permissible Non-Audit

Services of the Independent Auditors

The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors.

In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve

all audit and permitted non-audit

services to be provided by the independent auditors as provided under the audit committee charter.

During the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Annual Report:

The following documents are filed as part of this Form 10-K:

Financial Statements:

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules:

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Business Combination Agreement, dated March 2, 2023.(1)

Amended and Restated Memorandum and Articles of Association.(2)

Amendment to Amended and Restated Memorandum and Articles of Association.(3)

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(2)

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Administrative Services Agreement between the Registrant and the Sponsor.(2)

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Promissory Note, dated January 31, 2022, issued by Plum Acquisition Corp.

I to Mike Dinsdale.(4)

Promissory Note, dated July 11, 2022, issued by Plum Acquisition Corp.

I to Ursula Burns.(5)

Promissory Note dated March 16, 2023, by and between Plum Acquisition Corp.

Kanishka Roy.(6)

Sponsor Letter Agreement, dated March 2, 2023.(1)

Company Support Agreement, dated March 2, 2023.(1)

Forward Purchase Agreement, dated March 1, 2023.(1)

Subscription Agreement dated March 16, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(3)

Promissory Note in favor of Plum Partners, LLC, dated effective as of March 17, 2023.*

Certification of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

iXBRL Instance Document*

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Furnished herewith

Incorporated by reference to the registrant’s Current Report on Form 8-K,

filed with the SEC on March 18, 2021.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2023.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 18, 2021.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 21, 2023.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 4, 2022.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 14, 2022.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K

to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

April 17, 2023

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Michael Dinsdale

Executive Officer and Chief Financial

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K

has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Co-Chief Executive Officer and Chief Financial

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Ursula Burns

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Mike Dinsdale

Executive Officer, Chief Financial Officer and Director

Co-Chief Executive Officer, Chief Financial Officer, and Director

April 17, 2023

/s/ Kanishka Roy

President, Co-Chief

Executive Officer and Director

President, Co-Chief Executive Officer, and Director

April 17, 2023

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Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number:

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

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We have audited the accompanying balance sheet of Plum Acquisition Corp.

I (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 11, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 11, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

I (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

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As more fully described in Note 1 to the financial statements, the Company’s ability to execute its business plan is dependent upon the consummation of a business combination and it lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Further, if the Company does not complete a business combination by March 18, 2023 or obtain approval for an extension of this deadline, it will be required to cease all operations except for the purpose of liquidating.

Further, if the Company does not complete a business combination by June 18, 2023 or obtain approval for an extension of this deadline, it will be required to cease all operations except for the purpose of liquidating.

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

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These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinio n.

We have served as the Company’s auditor since 2021 .

April 21, 2022

PLUM ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2021

BALANCE SHEETS

Prepaid expenses

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Due to related party

Convertible promissory note – related party

Total current liabilities

Warrant liabilit ies

Warrant liabilities

Deferred underwriting commissions liabilities

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COMMITMENTS AND CONTINGENCIES (NOTE 8)

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.00 redemption value

Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $ 10.15 and $ 10.00 redemption value as of December 31, 2022 and 2021, respectively

SHAREHOLDERS’ DEFICIT

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1,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption)

no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption) as of December 31, 2022 and 2021

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,980,409 shares issued and outstanding

7,980,409 shares issued and outstanding as of December 31, 2022 and 2021

Additional paid-in capital

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TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of the financial statements.

The accompanying notes are an integral part of these financial statements.

PLUM ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF OPERATIONS

For the Period

from January 11,

2021 (Inception) Through

Formation and operating expenses

Loss from operations

Other income:

Change in fair val u

e of warrants

Transaction costs allocated to warrant liabilit ies

Other income (expense):

Change in fair value of warrant liabilities

Transaction costs allocated to warrant liabilities

Gain on expiration of over-allotment option

Interest income – operating account

Termination Fee

Interest income – trust account

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Weighted average shares outstanding, Class A ordinary shares subject to possible redemption

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

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Class B ordinary shares

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

The accompanying notes are an integral part of the financial statements.

The accompanying notes are an integral part of these financial statements.

PLUM ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

ordinary shares

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Partial exercise of over-allotment options

Excess cash received over

of private placement

Remeasurement

of carrying value to

redemption value

Excess cash received over fair value of private placement warrants

Remeasurement adjustment of carrying value to redemption value

Balance as of December 31, 2021

The accompanying notes are an integral part of the financial statements.

Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value

Balance as of December 31, 2022

The accompanying notes are an integral part of these financial statements.

PLUM ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CASH FLOWS

For the Period

Cash Flows from Operating Activities:

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

Interest earned on investments

held in Trust Account

Change in fair value of warrants

Interest earned on investments held in Trust Account

Change in fair value of warrant liabilities

Transaction costs allocated to warrant liabilities

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Payment of offering costs

Proceeds from promissory note – related party

Net cash provided by financing activities

Net Change in Cash

Cash, beginning of the period

Cash – Beginning of period

Cash – End of period

Supplemental Disclosure of

Financing Activities

Remeasurement

of Class A ordinary shares

subject to possible redemption

Forfeiture of founder shares

investing and financing activities:

Subsequent measurement of Class A ordinary shares to redemption amount

Deferred underwriting commissions payable charged to additional paid in capital

The accompanying notes are an integral part of the financial statements.

Forfeiture of founder shares

The accompanying notes are an integral part of these financial statements.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 2021

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Plum Acquisition Corp.

I (the “Company”) was incorporated as a Cayman Islands exempted company on January 11, 2021.

I (the “Company” or “Plum”) was incorporated as a Cayman Islands exempted company on January 11, 2021.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

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The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in

the form of interest income on investments in the Company’s Trust account and will recognize changes in the fair value of the warrant liabilities as other income (expense).

The Company will generate non-operating

income in the form of interest income on investments in the Company’s Trust account and will recognize changes in the fair value of the warrant liabilities as other income (expense).

The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”).

On March 18, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the “Units), at $ 10.00 per Unit, generating gross proceeds of $ 300,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

Each warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, generating gross proceeds of $ 9,000,000 , which is described in Note 4.

The Company granted the underwriters a 45 -day option

from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $ 10.00 per Unit.

The Company granted the underwriter a

option from March 18, 2021 to purchase up to an additional

4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriter partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $ 10.00 per Unit.

Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds of $ 384,327 .

2 unchanged sentences

Transaction costs of the IPO and the exercise of the over-allotment option amounted to $ 18,336,269 consisting of $ 6,384,327 of underwriting discount, $ 11,172,572 of deferred underwriting discount, and $ 779,370 of other offering costs.

Of the transaction costs, $ 564,701 is included in transaction costs on the statement of operations and $ 17,771,568 is included in equity.

Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriters’ over-allotment option, $ 319,216,340 (approximately $ 10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States at Goldman Sachs, with Continental Stock Transfer & Trust

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

acting as trustee, and was invested in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invests only in direct U.S.

Of the transaction costs, $ 538,777 is included in transaction costs on the statements of operations and $ 17,797,492 is included in equity shareholders’ deficit.

Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over-allotment option, $

319,216,340 (approximately $ 10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States at Goldman Sachs, with Continental Stock Transfer & Trust Company acting as trustee, and was invested in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act which invests only in direct U.S.

government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the

public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

(the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

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 the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders (as defined below).

The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $ 0.0001 , sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the 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 the Company to pay the Company’s taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations.

The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $ 0.0001 , sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the 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 the Company to pay the Company’s taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations.

The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share.

The per-share amount the Company

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

These Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 and the approval of an ordinary resolution.

The Company will have only 24 months from March 18, 2021, the closing of the IPO, to complete an initial Business Combination.

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 the Company to pay its 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

100 % of its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination.

the approval of an ordinary resolution.

The Company will have to June 18, 2023, or until March 18, 2024, if elected to extend the Termination Date up to nine times by an additional one month each time, to complete an initial Business Combination.

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

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination.

Liquidity, Capital Resources, and Going Concern

The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $ 25,000 (see Note 5) for the Founder Shares.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors have committed to provide the Company Working Capital Loans (see Note 5).

To date, there were no amounts outstanding under any Working Capital Loans.

As of December 31, 2021, the Company had $ 107,224 in its operating bank account and a

working capital deficit

of $ 720,082 .

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company Working Capital Loans (see Note 5).

As of December 31, 2022, the Company had $

1,000,000 outstanding under Working Capital Loans.

As of December 31, 2022, the Company had $ 86,401 in its operating bank account and a working capital deficit of $ 3,745,724 .

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40,

Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern.

Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

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In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Further, management has determined that if the Company is unable to complete a Business Combination by March 18, 2023 (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating.

Further, management has determined that if the Company is unable to complete a Business Combination by June 18, 2023 or by March 18, 2024 if the Board of Directors adopts resolutions, upon request of the Sponsor, to extend the Termination Date up to nine times by an additional one month each time

(the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern.

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Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and

has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

Management continues to evaluate the impact of the COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such an election to opt out is irrevocable.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

The preparation of the financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, actual results could differ from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021.

The Company did not have any cash equivalents as of December 31, 2022 and 2021.

Investments Held in Trust Account

At December 31, 2021, funds held in the Trust Account include $ 319,232,602 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

At December 31, 2022 and 2021, funds held in the Trust Account include $ 323,911,642 and $ 319,232,602 , respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.”

Convertible Promissory Note

The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”).

Under 815-15-25,

the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”).

The Company has made such election for its convertible promissory note.

Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter.

Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).

Changes in the estimated fair value of the notes are recognized as non-cash

gains or losses in the statements of operations.

Concentration of Credit Risk

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The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, 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 balance sheet.

As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table:

As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO

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Remeasurement adjustment of carrying value to redemption value

Ordinary shares subject to possible redemption

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Ordinary shares subject to possible redemption, December 31, 2021

Remeasurement adjustment of carrying value to redemption value

Ordinary shares subject to possible redemption, December 31, 2022

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC

Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”.

The Company complies with the requirements of ASC 340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering.

Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Offering costs are charged to shareholders’ deficit or the statements of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, (excluding the Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Warrant Liabilities

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This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at

the time of issuance.

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in

capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of such warrants are recognized as a non-cash gain or

loss on the statement of operations.

Changes in the estimated fair value of such warrants are recognized as a non-cash

gain or loss on the statements of operations.

The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40.

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Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The fair value hierarchy is categorized into three levels based on the inputs as follows:

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Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of cash, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as December 31, 2021 due to the short term maturities of such instruments.

See Note 7 for additional information on warrant liabilities measured at fair value.

The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.

See Note 7 for additional information on assets and liabilities measured at fair value.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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.

As such, the Company’s tax provision was zero for the periods presented.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Net Income per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between the two classes of shares.

The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share:

For the Year Ended

December 31, 2022

For the Period from

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Through December 31, 2021

ordinary share subject

to possible redemption

ordinary shares

ordinary share

Allocation of net income

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Basic and diluted net income per share

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)(“ASU 2020-06”)to

simplify accounting for certain financial instruments.

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments.

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU 2020-06

effective January 1, 2021.

The adoption of ASU 2020-06

did not have an impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, and one-fifth of one

redeemable warrant.

Each Unit consists of one Class A ordinary share, and one-fifth

of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 6).

On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $ 10.00 per Unit, each consisting of one Class A ordinary share and one-fifth of

one redeemable warrant.

On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $ 10.00 per Unit, each consisting of one Class A ordinary share and one-fifth

of one redeemable warrant.

All of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

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The Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in

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If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold

as part of the units in the IPO.

The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

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On January 13, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters.

On April 14, 2021 the underwriters partially exercised their over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591 .

On May 2, 2021 the underwriters’ over-allotment option expired and 644,591 Founder Shares were forfeited to the Company.

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).

Any permitted transferees

would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter.

On April 14, 2021 the underwriter partially exercised its

over-allotment option buying 1,921,634 Units thus reducing the total number of share subject to forfeiture to 644,591 .

On May 2, 2021 the underwriter’s over-allotment option expired and

644,591 Founder Shares were forfeited to the Company.

Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder Shares.

Promissory Note — Related Party

On January 13, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan is no n-interest bearing and payable

on the earlier of November 30, 2021 or the completion of the IPO.

As of December 31, 2021, the Company has no borrowings under the Note.

On January 13, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note.

This loan is no n-interest

bearing and payable on the earlier of November 30, 2021 or the completion of the IPO.

As of December 31, 2022 and 2021, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

Working Capital Loans

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it.

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to it.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per warrant at the option of the lender.

1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

1 unchanged sentence

As of December 31, 2021, there are no outstanding balance on the Working Capital Loans.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $ 500,000 to Mike Dinsdale (the “Payee”).

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination.

The Company may draw on the Note from time to time, in increments of not less than $ 50,000 , until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination.

If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $ 1.50 per private placement warrant.

On July 11, 2022, the Company issued an unsecured promissory note (the “Second Note”) in the principal amount of $ 500,000 to Ursula Burns (the “Second Payee”).

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination.

Up to fifty percent ( 50 %) of the principal of the Note may be drawn down from time to time at the Company’s option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Note may be drawn down from time to time at the Company’s option after August 25, 2022, in each case in increments of not less than $ 50,000 .

If the Company does not complete a Business Combination, the Second Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Second Payee shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into private placement warrants, at a price of $ 1.50 per private placement warrant.

The Second Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Second Note and all other sums payable with regard to the Second Note becoming immediately due and payable.

The Note and Second Note are reported at cost in the financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial.

As of December 31, 2022, the Company had $ 1,000,000 borrowings under the Note and Second Note.

On March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $ 250,000 (the “Promissory Note”) to Mr.

Kanishka Roy, individually and as a member of Plum Partners LLC.

Roy funded the initial principal amount of $ 250,000 on March 16, 2023.

The Promissory Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses or entities.

In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account, if any.

The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately due and payable.

Administrative Support Agreement

The Company will pay the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team.

The Company will pay the Sponsor or an affiliate of the Sponsor $ 10,000 per month for office space, secretarial and administrative services provided to members of the management team.

Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the period from January 11, 2021 through December 31, 2021 ,

the Company incurred $ 851,053 in fees for these services, of which

$ 736,053 was for reimbursement of costs of salaries and other services and

$ 115,000 was for office space, secretarial and administrative services.

For the year ended December 31, 2022, the Company incurred $ 120,000 , in fees for office space, secretarial and administrative services, respectively, of which such amounts are included in the due to related party in the accompanying balance sheets and incurred $ 549,198 for reimbursement of costs of salaries and other services.

For the period from January 1

through December 31, 202 1

, the Company incurred $

851,053 in fees for these services, of which $ 736,053 was for reimbursement of costs of salaries and other services and $ 115,000 was for office space, secretarial and administrative services.

NOTE 6 — WARRANTS

8 unchanged sentences

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

16 unchanged sentences

Investments Held in Trust Account

As of December 31, 2021, the

investments in the Company’s Trust Account consisted of $ 319.2 million in U.S.

Money Market funds.

As of December 31, 2022 and 2021, the investments in the Company’s Trust Account consisted of $ 323.9 million and $ 319.2 million in U.S.

Money Market funds, respectively.

The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.

Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets.

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Recurring Fair Value Measurements

3 unchanged sentences

The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3.

The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants.

The subsequent measurement of the Public Warran ts is c

lassified as Level 1 due to the use of an observable market price of these warrants.

The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants.

Significant deviations from these estimates and inputs could result in a material change in fair value.

At June 30, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively.

At December 31, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively.

The fair value of the sponsor loan conversion option was $ 0 as of December 31, 2022.

During the year ended December 31, 2022, the public warrant trading price was deeply below the conversion price making the call option on warrants embedded in the convertible note have de minis value.

There was no change in fair value or transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022.

The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs.

2 unchanged sentences

There was no overallotment liability outstanding as of December 31, 2021.

The following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2022

Investments held in Trust Account—U.S.

Sponsor Loan Conversion Option

Public warrant liability

Private warrant liability

December 31, 2021

Investments held in Trust Account—U.S.

Public warrant liability

Private warrant liability

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The following table provides a reconciliation of changes in the Level 3 fair value classification:

16 unchanged sentences

However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up

period, which occurs

(i) in the case of the Founder Shares, as described in Note 5, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

period, which occurs (i) in the case of the Founder Shares, as described in Note 5, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

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

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Underwriting Agreement

The Company granted the underwriters a 45 -day option from March 18,

to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters partially exercised the over-allotment option and, on April 14, 2021, the underwriters purchased 1,921,634 units.

On March 18, 2021, the Company paid the underwriters’ fee of $ 6,000,000 upon the closing of the IPO.

Upon partial exercise of the over-allotment option, the Company paid $ 384,327 to the underwriters.

In addition, $ 11,172,572 will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The Company granted the underwriter a 45 -day

option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriter partially exercised the over-allotment option and, on April 14, 2021, the underwriter purchased

1,921,634 Units.

On March 18, 2021, the Company paid the underwriter’s fee of

$ 6,000,000 upon the closing of the IPO.

Upon partial exercise of the over-allotment option, the Company paid $ 384,327 to the underwriter.

In addition, the Underwriting Agreement provides $

11,172,572 to be payable to the underwriter for deferred underwriting commissions.

However, as discussed in Note 10, Subsequent Events, herein, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement.

Service Provider Agreements

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services.

In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met.

If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees.

There can be no assurance that the Company will complete a Business Combination.

Release Agreement

On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“Target”), pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and Restated Non-Binding Term Sheet, dated as of June 22, 2022 (“Term Sheet”), and related Term Sheet Extension Letter Agreements, dated July 18, 2022, July 22, 2022, August 1, 2022, and August 8, 2022.

NOTE 9 — SHAREHOLDERS’ DEFICIT

1 unchanged sentence

— The Company is authorized to issue 1,000,000 preference shares at par value of $ 0.0001 , with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2021, there were no preference shares issued or outstanding.

At December 31, 2022 and 2021, there were no preference shares issued or outstanding.

A Ordinary Shares

— The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 per share.

At December 31, 2021, there were no Class A Ordinary Shares outstanding, excluding 31,921,634 shares of Class A Ordinary Shares subject to possible redemption.

At December 31, 2022 and 2021, there were no Class A Ordinary Shares outstanding, excluding 31,921,634 shares of Class A Ordinary Shares subject to possible redemption.

B Ordinary Shares

1 unchanged sentence

Holders are entitled to one vote for each Class B ordinary share.

With the underwriters’ over-allotment option expiring in May 2021 partially unexercised, the initial shareholders forfeited 644,591 to the Company for no consideration so that the initial shareholders would collectively own 20 % of the Company’s issued and outstanding ordinary shares after the IPO.

As of December 31, 2021, there were 7,980,409 shares of Class B Ordinary Shares issued and outstanding.

With the underwriter’ s

over-allotment option expiring in May 2021 partially unexercised, the initial shareholders forfeited 644,591 to the Company for no consideration so that the initial shareholders would collectively own 20 % of the Company’s issued and outstanding ordinary shares after the IPO.

As of December 31, 2022 and 2021, there were 7,980,409 shares of Class B Ordinary Shares issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of

the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans.

basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one .

PLUM ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements.

On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $ 500,000 to Mike Dinsdale (the “Payee”).

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).

The Company may draw on the Note from time to time until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this review, besides the below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements.

Extraordinary General Meeting and Redemption of Shares

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 .

Business Combination Agreement

On March 2, 2023, Plum entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among Plum, Sakuu Corporation, a Delaware corporation (the “Company”), Plum SPAC 1 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Plum (“Merger Sub I”), and Plum SPAC 2 Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Plum (“Merger Sub II”).

Subject to its terms and conditions, 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”).

Subscription Agreement

As disclosed in the definitive proxy statement filed by Plum with the Securities and Exchange Commission on February 24, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of Plum (the “Shareholder Meeting”), Plum Partners, LLC (the “Sponsor”) agreed that if the Extension Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will deposit into the trust account established in connection with Plum’s initial public offering (the “Trust Account”) the lesser of (A) $ 480,000 or (B) $ 0.12 for each Class A ordinary share, par value $ 0.0001 per share (each a “Public Share”) remaining after the holders of Plum’s Public Shares elected to redeem all or a portion of their Public Shares (the “Redemption”), in exchange for a non-interest bearing,

unsecured promissory note issued by Plum to the Lender.

In addition, in the event that Plum has not consummated an initial business combination (“Business Combination”) by the Articles Extension Date (defined below), without approval of Plum’s public shareholders, Plum may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date (as defined below), extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $ 160,000 or (B) $ 0.04 for each Public Share remaining after the Redemption, in exchange for a non-interest bearing,

unsecured promissory note issued by Plum to the Lender.

Accordingly, on March 16, 2023, Plum entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and the Sponsor (collectively, the “Parties”), the purpose of which is for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide working capital to Plum during the Articles Extension (“Investor’s Capital Commitment”).

As such, subject to, and in accordance with the terms and conditions of the Subscription Agreement, the Parties agreed,

from time to time, Plum will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to Plum’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”).

The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”);

in consideration of the Capital Calls, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) (the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”).

The Subscription Shares shall be subject to the Lock-Up Period

as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”).

The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions,

earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by Plum or the surviving entity in relation to the Business Combination;

each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment.

In addition, Plum and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of Plum (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between Plum or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement;

any amounts funded by the Sponsor to Plum under a Drawdown Request shall not accrue interest and shall be promptly repaid by Plum to the Sponsor upon the Business Combination Closing.

Following receipt of such sums from Plum, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Subscription Agreement (the “Business Combination Payment”).

The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of

Class A ordinary share for each $10 of the Capital Calls funded under the Subscription Agreement.

If Plum liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including Plum’s Trust Account, will be paid to the Investor within five (5) days of the liquidation;

on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 .

Promissory Note

On March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $ 250,000 (the “Promissory Note”) to Mr.

Kanishka Roy, individually and as a member of Plum Partners LLC.

Roy funded the initial principal amount of $ 250,000 on March 16, 2023.

The Promissory Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses or entities.

In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account, if any.

Waiver of Deferred Underwriting Discount

On January 16, 2023, Goldman Sachs, the underwriter of the Company’s initial public offering, waived any entitlement it had to its deferred underwriting discount in the amount of $ 11,172,572 .

In doing so, Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the certain Underwriting Agreement dated March 15, 2021.

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 9A. Controls and Procedures