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Item 7. Management’s Discussion and Analysis

2024-03-01 compared with 2023-04-17 · 761 added, 121 removed, 10 unchanged (99% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Plum Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Plum Partners, LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements other than statements of historical fact included in this Form 10-K including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

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

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to consummate an initial business combination using cash from the proceeds of our Public Offering (the “Public Offering”) that closed on March 18, 2021 (the “Closing Date”) and the Private Placement, and from additional issuances of, if any, our equity and our debt, or a combination of cash, equity and debt.

Recent Developments

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

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

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

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

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

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

Results of Operations

For the year ended December 31, 2022, we had a net income from operations of $10,578,125.

In addition to the loss from operations of $4,074,437, we recognized other income of $14,652,562 consisting of the change in fair value of our warrant liabilities of $8,973,522, termination fee of $1,000,000 and interest earned on investments held in the Trust Account of $4,679,040.

For the period from January 11, 2021 (inception) through December 31, 2021, we had a loss from operations of $2,916,919.

In addition to the loss from operations, we recognized other income of $9,510,936 consisting of the change in fair value of our warrant liabilities of $9,177,618, gain on expiration of our over-allotment option of $881,755, and interest income of $16,264 partially offset by transaction costs related to our IPO of $564,701.

Through December 31, 2022, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters.

We have not generated any realized income, other than interest income.

in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Plum Acquisition

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

to the “Sponsor” refer to Plum Partners, LLC.

The following discussion and analysis of the Company’s financial condition

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

Annual Report.

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

involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities

Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual

results to differ materially from those expected and projected.

All statements other than statements of historical fact included in this

Form 10-K including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

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

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

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

based on information currently available.

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

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

The Company’s securities filings can be accessed

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

Except as expressly required by applicable securities law, the Company

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

events or otherwise.

are a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021 and formed for the purpose of effecting

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

We intend to consummate an initial business combination using cash from the proceeds of our Public Offering (the “Public

Offering”) that closed on March 18, 2021 (the “Closing Date”) and the Private Placement, and from additional issuances

of, if any, our equity and our debt, or a combination of cash, equity and debt.

November 27, 2023, we entered into a definitive business combination agreement with Veea Inc.

(“Veea”) (the “Business

Combination Agreement”) related to a proposed merger expected to result in Veea becoming a publicly traded company (referred to

herein as the “Combined Company” ) whose business, after the closing (the “Closing”), assuming the occurrence

thereof, will be the continued business of Veea.

of Operations

the year ended December 31, 2023, we had a loss of $34,727.

In addition to the loss from operations of $3,098,285, we recognized other

income of $3,063,558 consisting of interest earned on cash held in the Trust Account of $4,758,906, reduction of deferred underwriter

fee payable of $328,474 and change in fair value of FPA of $308,114, offset by an unrealized loss on our warrant liabilities of $1,264,054,

issuance of FPA of $308,114 and interest expense – debt discount of $759,768.

the year ended December 31, 2022, we had a net income of $10,578,125.

In addition to the loss from operations of $4,074,437, we

recognized other income of $14,652,562 consisting of the change in fair value of our warrant liabilities of $8,973,522, termination fee

of $1,000,000 and interest earned on investments held in the Trust Account of $4,679,040.

December 31, 2023, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective

acquisition candidates and activities relating to general corporate matters.

We have not generated any realized income, other than interest

The change in fair value of our warrant liabilities had no impact on cash.

As of December 31, 2022, $323,911,642 was held in the Trust Account, cash outside of Trust Account of $86,401 and $2,640,756 in accounts payable and accrued expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of our 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, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing of the IPO (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) (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 we have not consummated a Business Combination within the Combination Period, subject to applicable law.

Liquidity, Capital Resources and Going Concern

As of December 31, 2022, we had cash outside our Trust Account of $86,401, available for working capital needs.

We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

In March and April 2021, we sold 31,921,634 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $319,216,340.

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.

Additionally, we sold 6,256,218 warrants (the “Private Warrants”), at a price of $1.50 per Private Warrant, generating gross proceeds of $9,384,327.

Following the sale of our Units and the sale of the Private Warrants, a total of $319,216,340 ($10.00 per Unit) was placed in the Trust Account.

We incurred $18,336,269 in Initial Public Offering related costs, including $6,384,327 of underwriting fees, $11,172,572 of deferred underwriting discount and $779,370 of other costs with $564,701 which was allocated to the Public Warrants and Private Warrants, included in the statements of operations and $17,771,568 included in temporary equity.

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

As of December 31, 2023, $35,555,976 was held in the

Trust Account, $94,703 of cash held outside of Trust Account and $4,587,330 of accounts payable and accrued expenses.

with respect to interest earned on the funds held in the Trust Account that may be released to us to pay taxes, if any, the proceeds

in the Trust will not be released from the Trust Account (1) to us, until the completion of our initial Business Combination, or

(2) to the Public Shareholders, until the earliest of (i) the completion of our 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,

(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated

memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A

ordinary shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of the

public shares if we do not complete an 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, and (iii) the redemption of the public shares if

we have not consummated a Business Combination within the Combination Period, subject to applicable law.

Results of Operations for the Three and Nine Months ended September

30, 2023 (As Restated)

For the three months ended September 30, 2023, we

had a loss from operations of $353,372.

In addition to the loss from operations, we recognized other income of $15,322 consisting of interest

earned on cash held in the Trust Account of $626,310 offset by unrealized loss on our warrant liabilities of $334,975 and interest expense

– debt discount of $279,013.

For the three months ended September 30, 2022, we

had a loss from operations of $633,050.

In addition to the loss from operations, we recognized other income of $3,118,342 consisting of

an unrealized gain on our warrant liabilities of $1,674,871 and interest earned on cash held in the Trust Account of $1,443,471.

For the nine months ended September 30, 2023, we

had a loss from operations of $2,085,609.

In addition to the loss from operations, we recognized other income $3,879,911 consisting of

change in fair value of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474 and interest earned on cash held in

the Trust Account of $4,344,597 offset by an unrealized loss on our warrant liabilities of $379,216, issuance of FPA of $308,114 and interest

expense – debt discount of $413,944.

For the nine months ended September 30, 2022, we

had a loss from operations of $2,686,622.

In addition to the loss from operations, we recognized other income of $10,422,422 consisting

of an unrealized gain on our warrant liabilities of $8,499,501 and interest earned on cash held in the Trust Account of $1,922,921.

Through September 30, 2023, our efforts have been

limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities

relating to general corporate matters.

We have not generated any realized income, other than interest income.

The change in fair value

of our warrant liabilities had no impact on cash.

As of September 30, 2023, $35,096,667 was held in the Trust Account, cash outside of

Trust Account of $92,722 and $3,976,694 accounts payable and accrued expenses.

Except with respect to interest earned on the funds

held in the Trust Account that may be released to us to pay taxes, if any, the proceeds in the Trust will not be released from the Trust

Account (1) to us, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of

(i) the completion of our 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, (ii) the redemption of any public shares properly tendered in connection with

a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our

obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial Business

Combination or to redeem 100% of the public shares if we do not complete an initial Business Combination within 27 months from the closing

of the IPO (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) (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 we have not consummated a Business Combination within the Combination

Period, subject to applicable law.

Results of Operations for the Three and Six Months ended June 30,

2023 (As Restated)

For the three months ended June 30, 2023, we had

a loss from operations of $578,954.

In addition to the loss from operations, we recognized other income of $3,131,354 consisting of an

unrealized loss on our warrant liabilities of $1,978,245, change in fair value of FPA of $633,205 and interest earned on cash held in

the Trust Account of $626,320 offset by interest expense – debt discount of $106,416.

For the six months ended June 30, 2023, we had a

loss from operations of $1,732,236.

In addition to the loss from operations, we recognized other income $3,864,589 consisting of interest

earned on cash held in the Trust Account of $3,715,287, change in fair value of FPA of $308,114 and reduction of deferred underwriter

fee payable of $328,474 offset by unrealized loss on our warrant liabilities of $44,241, issuance of FPA of $308,114, interest expense

– debt discount of $134,931.

For the three months ended June 30, 2022, we had

a loss from operations of $1,544,496.

In addition to the loss from operations, we recognized other income of $3,423,925 consisting of

an unrealized gain on our warrant liabilities of $2,970,528 and interest earned on cash held in the Trust Account of $453,397.

For the six months ended June 30, 2022, we had a

loss from operations of $2,053,572.

In addition to the loss from operations, we recognized other income of $7,304,080 consisting of an

unrealized gain on our warrant liabilities of $6,824,630 and interest earned on cash held in the Trust Account of $479,450.

Through June 30, 2023, our efforts have been limited

to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating

to general corporate matters.

We have not generated any realized income, other than interest income.

The change in fair value of our warrant

liabilities had no impact on cash.

As of June 30, 2023, $55,154,617 was held in the Trust Account, cash outside of Trust Account of $20,880

and $3,853,954 accounts payable and accrued expenses.