Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
(a)
Market Information
Our
units, Class A ordinary shares and warrants are each traded on the Nasdaq. Our units commenced public trading on March 15,
2021, under the symbol “PLMIU” Our Class A ordinary shares and warrants began separate trading on May 6, 2021,
under the symbols “PLMI” and “PLMIW,” respectively.
(b)
Holders
As
of February 26, 2024, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one
holder of record of our Class B ordinary shares and two holders of record of our warrants.
(c)
Dividends
We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
(d)
Securities Authorized for Issuance Under Equity Compensation Plans
None.
(e)
Performance Graph
Not
applicable.
(f)
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.
On
January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration
of 8,625,000 Class B ordinary shares, par value $0.0001.
With
the underwriter’s over-allotment remaining option expired in May 2021, the initial shareholders forfeited 644,591 shares 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, 2023, there were no shares of Class B Ordinary Shares issued and outstanding.
On
March 18, 2021, we completed our initial public offering of 30,000,000 units, at a price of $10.00 per unit, generating aggregate gross
proceeds to the Company of $300.0 million.
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On
April 14, 2021, the Company sold an additional 1,921,634 units for gross proceeds in connection with the underwriter’s partial
exercise of its overallotment option for total gross proceeds of approximately $19.2 million.
Concurrently
with the closing of the initial public offering, our Sponsor purchased 6,000,000 private placement warrants, each exercisable to purchase
one ordinary share at $11.50 per share generating gross proceeds of $9.0 million, in a private placement that closed simultaneously with
the closing of our initial public offering. Simultaneously with the closing of the over-allotment option, our Sponsor purchased an additional
256,218 private placement warrants generating additional proceeds of $0.4 million. A portion of the proceeds from the sale of the private
placement warrants was added to the proceeds from the initial public offering held in the trust account. If the company does not complete
an initial business combination within the combination period, the private placement warrants will expire worthless. The private placement
warrants are substantially similar to the warrants underlying the units issued in the initial public offering, except that they are non-redeemable
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the company’s
officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants
until 30 days after the completion of the initial business combination. The sale of the private placement warrants was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were
paid with respect to such sales.
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 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. Mr. 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.
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In
connection with the Subscription Agreements (as described below), the Company issued unsecured promissory notes (“Convertible Promissory
Notes”), dated as of March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, in the principal amount of up to $1,500,000,
$1,090,000, $340,000,and $800,000, respectively, to Sponsor, which may be drawn down by the Company from time to time prior to the consummation
of the Company’s Business Combination. The Convertible Promissory Notes do not bear interest, matures on the date of consummation
of the Business Combination and is subject to customary events of default. The Convertible Promissory Notes 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 warrants
would be identical to the Private Placement Warrants. The Company has evaluated the accounting treatment of the convertible notes under
ASC 815. The Company has determined that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor
exercises the conversion feature. As of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory
Note has been determined to have de minis value.
Use
of Proceeds
In
connection with the initial public offering and the exercise of the underwriter’s over-allotment
option, we incurred offering costs of approximately $18.3 million (including underwriting
commissions of approximately $6.3 million and deferred underwriting commissions of approximately
$11.2 million). Other incurred offering costs consisted principally preparation fees related
to the initial public offering. After deducting the underwriting discounts and commissions
(excluding the deferred portion, which amount will be payable upon consummation of the initial
business combination, if consummated) and the initial public offering expenses, $319.2 million
of the net proceeds from our initial public offering and certain of the proceeds from the
private placement of the private placement warrants (or $10.00 per Unit sold in the initial
public offering) was placed in the trust account, which amount was reduced to approximately
$35.6 million following redemptions in connection with the extraordinary general meetings
of shareholders held on March 15, 2023, and September 13, 2023. The net proceeds of the initial
public offering and certain proceeds from the sale of the private placement warrants are
held in the trust account and invested as described elsewhere in this Report.
There
has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement
warrants as is described in our final prospectus related to our initial public offering.
(g)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6.
[Reserved]
Not
applicable.
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