VEEA INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures 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, 2023. 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 accounting for our subscription agreements, 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. 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 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: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) 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 (3) 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, 2023. 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 not effective at December 31, 2023 due to the material weakness in our internal controls during the year ended 2023 over accounting and reporting its Subscription Agreements and during the year ended 2022 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. These material weaknesses in our internal controls have not been remediated as of December 31, 2023. 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. 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. 69 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. Item 9B. 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 . Mr. 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. Mr. Lynfield holds an undergraduate degree in Mathematics from Northwestern University and an MBA from Columbia Business School. Mr. Lynfield will not receive any compensation from the Company in connection with his service as the Company’s Chief Operating Officer. Mr. 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 March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, the Company issued unsecured promissory notes (“Convertible Promissory Notes”) 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, mature 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 Convertible Promissory Notes were 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 70 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers Our directors and officers are as follows: Name Age Position Kanishka Roy 48 President, Co-Chief Executive Officer, and Director Mike Dinsdale 51 Co-Chief Executive Officer, Chief Financial Officer, and Director Alok Sama 61 Director Alan Black 63 Director Vivian Chow 57 Director Kanishka Roy is our President, Co-Chief Executive Officer and a director. Mr. Roy is a technology and finance veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor. From 2014 to 2019, Mr. Roy helped leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets transactions. Mr. Roy also served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients take a long-term view of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value. Over his career, Mr. Roy has participated in over $100 billion of M&A transactions. Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple geographies. Mr. Roy started his career as a software engineer at two software startups, both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM. Mr. 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. Mr. 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. Mr. Dinsdale has successfully secured over $1 billion in financing and been part of great teams generating more than $100 billion in value. Most recently, Mr. Dinsdale was the CFO for Gusto from 2017 to 2020 and prior to that was CFO at two generational, market leading software companies: DoorDash, from 2016 to 2017, and DocuSign, where he also served as Chief Growth Officer, from 2010 to 2016. In addition to his role at Plum, Mr. Dinsdale serves as a Venture Partner at Akkadian Ventures, a late-stage venture fund, and as a board member for private software companies. Mr. Dinsdale earned a BS in engineering from the University of Western Ontario and an MBA from McMaster University. Mr. Dinsdale holds the CFA designation and competed with the Canadian National Sailing Team in the 1996 Olympic trials. He also serves on the Board of Directors for WildAid. Alok Sama is a director. Mr. 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”), from 2014 to April 2019. 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. Mr. Sama was also responsible for multiple growth capital investments across technology verticals, including ride sharing, fintech, and communications. Mr. Sama represented SoftBank as a Board member at Arm Holdings, Fortress Investment Group, SoFi, Brightstar Corp, Softbank Energy, SoftBank Group Capital, and Airtel Africa. Mr. 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. Mr. 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. He is a member of the CNBC Global CFO Council, and a former Chairman of the London Chapter of the Young President’s Organization (YPO). 71 Alan Black is a director. Mr. Black founded Surfspray Capital, LLC in 2017 through which he has advised over a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google in 2019); Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost, Netlify, Nozomi Networks, and others. He brings more than 35 years of experience as an executive leading public and private software enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO). In between those companies, Mr. Black was President and CEO of Intelliden (acquired by IBM in 2010). Mr. Black currently sits on the boards of Nextiva’s, Matillion and Plum Acquisition Corp. III, a special purpose acquisition company traded on Nasdaq. He holds a Bachelors of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University in Montreal, Canada, and serves on McGill’s Board of Advisors for the Western United States, co-chairing its Bursary Subcommittee. Mr. Black is now retired from active membership in the Institute of Chartered Accountants of Ontario (Canada) and Society of Certified Public Accountants (California), in which professional organizations he was a licensed member for over two decades. Vivian Chow is a director. Ms. Chow served as SVP, Strategic Execution & Operations at DocuSign, Inc., providing of a leading e-signature product, from April 2021 through February 2022 and as Chief Accounting Officer from November 2013 through March 2021. Prior to joining DocuSign, Ms. Chow served for five years as the VP, Worldwide Controller for Electronic Arts Inc., a leading publisher of video games. Prior to that, she held VP and Corporate Controller positions at Restoration Hardware, a home furnishings retailer, and Thermage, Inc., a medical device manufacturer. Previously, she held leadership positions at Fair, Isaac & Company, Inc., Calypte Biomedical Corporation and Nextel Communications. Ms. Chow started her career at Arthur Andersen & Co., a public accounting partnership, where she served various clients in the audit and financial services consulting practices. Ms. Chow currently sits on the board of LiveRamp, a data collaboration platform. Ms. Chow holds a bachelor of science degree in accounting from Lehigh University where she sits on the Dean’s Advisory Council. She is a certified public accountant (inactive) in the State of California. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Black and Ms. Chow, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Sama, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Roy and Mr. Dinsdale, will expire at our third annual meeting of shareholders. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement entered into on or prior to the closing of the Initial Public Offering, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. 72 Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has three standing committees: 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 require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Mr. Sama, Mr. Black and Ms. Chow serve on our audit committee. Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are independent under the Nasdaq listing standards and applicable SEC rules. Mr. Sama serves as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ● monitoring the independence of the independent registered public accounting firm; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● 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; ● appointing or replacing the independent registered public accounting firm; ● determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ● monitoring compliance on a quarterly basis with the terms of the Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the Initial Public Offering; and ● reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. 73 Nominating Committee We have established a nominating committee of our board of directors. The members of our nominating committee are Mr. Sama, Mr. Black and Ms. Chow, and Ms. Chow serves as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are independent under the Nasdaq listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which is specified in our nominating committee charter, generally provides that persons to be nominated: ● should have demonstrated notable or significant achievements in business, education, or public service; ● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. Compensation Committee We have established a compensation committee of our board of directors. The members of our compensation committee are Mr. Sama, Mr. Black and Ms. Chow and Mr. Black serves as chairman of the compensation committee. Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are independent under the Nasdaq listing standards. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our executive officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our executive officers, based on such evaluation; ● reviewing and approving the compensation of all of our other Section 16 executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 74 Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Business Conduct and Ethics We have adopted a code of ethics applicable to our directors, officers and employees (“ Code of Ethics ”). A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent (10%) of our Ordinary Shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Conflicts of Interest Under Cayman Islands Companies Law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at shareholder meetings. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our Existing Governing Documents provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. 75 In addition, our Sponsor, officers, and directors may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships: Individual Entity Entity’s Business Affiliation Mike Dinsdale Akkadian Ventures, LLC Investment, Management & Fundraising Venture Partner Clause Inc. Financial Technology Board Member Jirav, Inc. Financial Technology Board Member Kanishka Roy Plum Acquisition Corp III Special Purpose Acquisition Company President, Chief Executive Officer, Secretary and Treasurer and Board Member Alok Sama Warburg Pincus LLC Private Equity Senior Advisor Blue River Acquisition Corp Special Purpose Acquisition Company Board Member Valhalla Ventures Private Equity Vice Chairman Alan Black Surfspray Capital, LLC Advisory Founder Nextiva Telecom Board Member Matillion Ltd Technology Board Member Plum Acquisition Corp III Special Purpose Acquisition Company Board Member Vivian Chow LiverRamp Holdings Inc Technology Board Member Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. ● Our Sponsor purchased founder shares prior to the date of our Initial Public Offering and our Sponsor purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of our Initial Public Offering. Our Sponsor and each member of our management team have entered into agreements 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 the combination period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. ● Additionally, our Sponsor and other initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our Existing Governing Documents. 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, the Private Placement Warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors own Ordinary Shares or Warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. 76 ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Commencing on the date our securities are first listed on Nasdaq, we have accrued an amount of $10,000 per month to reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial and administrative services provided to us. 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, or directors, and may also pay certain fees to our Sponsor or its respective affiliates. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. If we seek shareholder approval, we will complete our initial business combination only if a majority of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and Public Shares in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. The Existing Governing Documents provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of Public Shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 77 Item 11. Executive Compensation Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. 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 or directors, and may also pay certain fees to our Sponsor or its respective affiliates. In addition, our Sponsor, executive officers, directors, 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, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. 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. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. 78 Item 12. Security Ownership of Certain Beneficial Owners and management and Related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 26, 2024, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors that beneficially owns our ordinary share; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 7,980,409 Class A ordinary shares outstanding as of February 26, 2024. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. Voting power represents the voting power of Class A ordinary shares owned beneficially by such person. Class A ordinary shares Name of Beneficial Owner(1) Number of Shares Beneficially Owned Approximate Percentage of Class Approximate Percentage of Voting Control Five Percent Holders Plum Partners, LLC(2) 7,980,409 100.0 20.0 % Directors and executive Officers of Plum Kanishka Roy(2) 7,980,409 100.0 20.0 % Mike Dinsdale(2) 7,980,409 100.0 20.0 % Alok Sama(3) — — — Alan Black(3) — — — Vivian Chow(3) — — — All officers and directors as a group (5 individuals) 7,980,409 100.0 20.0 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is 2021 Fillmore St. #2089, San Francisco, California 94115. (2) Plum Partners, LLC is the record holder of the share reported herein. Plum Partners, LLC is controlled by Ursula Burns, Kanishka Roy and Michael Dinsdale. (3) Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor or its affiliates. Our Sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination. Our Sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws. Changes in Control None. 79 Item 13. Certain Relationships and Related Transactions, and Director Independence 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 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. 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, 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. 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. Such warrants would be identical to the Private Placement Warrants. 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. 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. In connection with the Subscription Agreements, the Company issued the 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. 80 The Company will accrue to the Sponsor or an affiliate of the Sponsor 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. In addition, the Company may make payments or reimbursement to 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, of which such amounts are included in the due to related party in the accompanying balance sheet and incurred $549,198 for reimbursement of costs of salaries and other services. For the year ended December 31, 2023, the Company incurred $120,000 in fees for office space, secretarial and administrative services, of which such amounts are included in the due to related party in the accompanying consolidated balance sheet. For the year ended December 31, 2023, the Company incurred $215,094, in fees for reimbursement of costs of salaries. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. 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. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Sama, Mr. Black and Ms. Chow are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered. Audit Fees. During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $138,905 and $162,225 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial statements included in this Annual Report on Form 10K. Audit-Related Fees. During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services to us for audit-related matters. Tax Fees . During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2023 and 2022, 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). 81 PART IV Item 15 . Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Consolidated Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Shareholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 (2) Financial Statement Schedules: None. (3) Exhibits 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. Exhibit No. Description 2.1 Business Combination Agreement, dated March 2, 2023.(1) 2.2 Business Combination Agreement, dated November 27, 2023.(2) 3.1 Amended and Restated Memorandum and Articles of Association.(3) 4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(4) 4.2 Description of Company’s Securities.* 10.1 Private Placement Warrants Purchase Agreement between the Company and the Sponsor.(4) 10.2 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(4) 10.3 Registration and Shareholder Rights Agreement among Company and the Sponsor.(4) 10.4 Letter Agreement between the Company, the Sponsor and the Company’s officers and directors. (4) 10.5 Administrative Services Agreement between the Registrant and the Sponsor.(4) 10.6 Promissory Note, dated January 31, 2022, issued by Plum Acquisition Corp. I to Mike Dinsdale.(5) 10.7 Promissory Note, dated July 11, 2022, issued by Plum Acquisition Corp. I to Ursula Burns.(6) 10.8 Forward Purchase Agreement, dated March 1, 2023.(1) 10.9 Sponsor Letter Agreement, dated March 2, 2023.(1) 10.10 Company Support Agreement, dated March 2, 2023.(1) 10.11 Subscription Agreement dated March 16, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(7) 10.12 Promissory Note dated March 16, 2023, by and between Plum Acquisition Corp. I and Mr. Kanishka Roy.(8) 10.13 Promissory Note in favor of Plum Partners, LLC, dated effective as of March 17, 2023.(9) 82 10.14 Amended and Restated Subscription Agreement dated July 14, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(10) 10.15 Subscription Agreement dated July 25, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(11) 10.16 Promissory Note in favor of Plum Partners, LLC, dated effective as of July 25, 2023.(11) 10.17 Amendment No. 1 to the July 14, 2023 Amended and Restated Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp., Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12) 10.18 Amendment No. 1 to the July 25, 2023 Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12) 10.19 Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp., Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12) 10.20 Promissory Note in favor of Plum Partners, LLC, dated effective October 18, 2023.(12) 10.21 Subscription Agreement dated November 12, 2023, by and among Plum Acquisition Corp. I, Plum Partners, LLC, and Palmeira Investment Limited.(12) 10.22 Promissory Note in favor of Plum Partners, LLC, dated effective as of November 12, 2023.(12) 10.23 Sponsor Letter Agreement, dated November 27, 2023.(2) 10.24 Amendment to Letter Agreement, dated November 27, 2023.(2) 24 Power of Attorney* 31.1 Certification of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* 31.2 Certification of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* 32.1 Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350** 32.2 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. 1350** 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101* * Filed herewith ** Furnished herewith (1) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2023. (2) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on December 1, 2023. (3) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on October 31, 2023. (4) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 18, 2021. (5) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 4, 2022. (6) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on July 14, 2022. (7) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 21, 2023. (8) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023. (9) Incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the SEC on April 17, 2023. (10) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2023. (11) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on July 26, 2023. (12) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 22, 2023. Item 16. Form 10-K Summary Not applicable. 83 SIGNATURES 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. March 1, 2024 PLUM ACQUISITION CORP. I /s/ Michael Dinsdale Name: Michael Dinsdale Title: Co-Chief Executive Officer and Chief Financial Officer 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/ Mike Dinsdale Mike Dinsdale Co-Chief Executive Officer, Chief Financial Officer, and Director March 1, 2024 /s/ Kanishka Roy Kanishka Roy President, Co-Chief Executive Officer, and Director March 1, 2024 /s/ Alok Sama Alok Sama Director March 1, 2024 /s/ Alan Black Alan Black Director March 1, 2024 /s/ Vivian Chow Vivian Chow Director March 1, 2024 84 PLUM ACQUISITION CORP. I INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number: 688 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Shareholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 – F-45 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Plum Acquisition Corp. I Opinion on the Financial Statements We have audited the accompanying balance sheets of Plum Acquisition Corp. I (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s 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 June 18, 2024 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. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion 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 s . 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit s 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 s 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 s 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 s 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 s provide a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We have served as the Company’s auditor since 2021. New York , NY March 1, 2024 F- 2 PLUM ACQUISITION CORP. I CONSOLIDATED BALANCE SHEETS December 31, December 31, 2023 2022 ASSETS Cash $ 94,703 $ 86,401 Prepaid expenses 50,853 43,631 Total current assets 145,556 130,032 Investments held in Trust Account 35,555,976 323,911,642 TOTAL ASSETS $ 35,701,532 $ 324,041,674 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accrued expenses $ 4,587,330 $ 2,640,756 Due to related party 331,291 235,000 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 — Subscription liability 1,567,406 — Total current liabilities 7,736,027 3,875,756 Warrant liabilities 1,643,271 379,217 Deferred underwriting commissions liabilities — 11,172,572 TOTAL LIABILITIES 9,379,298 15,427,545 COMMITMENTS AND CONTINGENCIES (NOTE 8) Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.92 and $ 10.15 redemption value as of December 31, 2023 and 2022, respectively 35,555,976 323,911,642 SHAREHOLDERS’ DEFICIT Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively 799 — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of December 31, 2023 and 2022, respectively — 799 Additional paid-in capital 6,098,498 — Accumulated deficit ( 15,333,039 ) ( 15,298,312 ) TOTAL SHAREHOLDERS’ DEFICIT ( 9,233,742 ) ( 15,297,513 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 35,701,532 $ 324,041,674 The accompanying notes are an integral part of these consolidated financial statements. F- 3 PLUM ACQUISITION CORP. I CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, For the Year Ended December 31, 2023 2022 Formation and operating expenses $ 3,098,285 $ 4,074,437 Loss from operations ( 3,098,285 ) ( 4,074,437 ) Other (expense) income: Change in fair value of warrant liabilities ( 1,264,054 ) 8,973,522 Change in fair value of FPA 308,114 — Issuance of FPA ( 308,114 ) — Reduction of deferred underwriter fee payable 328,474 — Interest Expense - Debt Discount ( 759,768 ) — Termination Fee — 1,000,000 Interest income – trust account 4,758,906 4,679,040 Total other (expense) income, net 3,063,558 14,652,562 Net (loss) income $ ( 34,727 ) $ 10,578,125 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 9,858,573 31,921,634 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.00 ) $ 0.27 Weighted average shares outstanding, Class A ordinary shares 2,405,055 — Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ ( 0.00 ) $ — Weighted average shares outstanding, Class B ordinary shares 5,575,354 7,980,409 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ ( 0.00 ) $ 0.27 The accompanying notes are an integral part of these consolidated financial statements. F- 4 PLUM ACQUISITION CORP. I CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Class A ordinary shares Class B ordinary shares Additional Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2021 — $ — 7,980,409 $ 799 $ — $ ( 21,181,135 ) $ ( 21,180,336 ) Remeasurement adjustment of carrying value to Class A ordinary shares to redemption value — — — — — ( 4,695,302 ) ( 4,695,302 ) Net income — — — — — 10,578,125 10,578,125 Balance as of December 31, 2022 — — 7,980,409 799 — ( 15,298,312 ) ( 15,297,513 ) Reduction of deferred underwriter fees — — — — 10,844,098 — 10,844,098 Conversion of Class B shares to Class A shares 7,980,409 799 ( 7,980,409 ) ( 799 ) — — — Remeasurement adjustment of Class A ordinary shares to redemption value — — — — ( 5,898,905 ) — ( 5,898,905 ) Issuance of Subscription Shares — — — — 1,153,305 — 1,153,305 Net loss — — — — — ( 34,727 ) ( 34,727 ) Balance as of December 31, 2023 7,980,409 $ 799 — $ — $ 6,098,498 $ ( 15,333,039 ) $ ( 9,233,742 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 PLUM ACQUISITION CORP. I CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Year Ended December 31, 2023 2022 Cash Flows from Operating Activities: Net (loss) income $ ( 34,727 ) $ 10,578,125 Adjustments to reconcile net (loss) income to net cash used in operating activities: Interest earned on investments held in Trust Account ( 4,758,906 ) ( 4,679,040 ) Change in fair value of warrant liabilities 1,264,054 ( 8,973,522 ) Reduction of deferred underwriter fees ( 328,474 ) — Issuance of FPA 308,114 — Change in fair value of FPA ( 308,114 ) — Interest expense - debt discount 759,768 — Changes in operating assets and liabilities: Prepaid expense ( 7,222 ) 348,794 Due to related party 96,291 120,000 Accounts payable and accrued expenses 1,946,574 1,584,820 Net cash used in operating activities ( 1,062,642 ) ( 1,020,823 ) Cash Flows from Investing Activities: Extension payment deposit in Trust ( 1,140,000 ) — Cash withdrawn for redemptions 294,254,572 — Net cash provided by investing activities 293,114,572 — Cash Flows from Financing Activities: Redemption of Class A ordinary shares ( 294,254,572 ) — Proceeds from subscription liability 1,960,944 — Proceeds from promissory note – related party 250,000 1,000,000 Net cash (used in) provided by financing activities ( 292,043,628 ) 1,000,000 Net Change in Cash 8,302 ( 20,823 ) Cash – Beginning of period 86,401 107,224 Cash – End of period $ 94,703 $ 86,401 Non-Cash investing and financing activities: Subsequent measurement of Class A ordinary shares to redemption amount $ 5,898,905 $ 4,695,302 Issuance of Subscription Shares $ 1,153,306 $ — The accompanying notes are an integral part of these consolidated financial statements. F- 6 PLUM ACQUISITION CORP. I NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Plum Acquisition Corp. 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”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As previously reported, on November 27, 2023 The Company executed a Business Combination Agreement with Veea Inc. The Company and Veea are working toward closing their Business Combination. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. 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’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 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 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 . On April 14, 2021, $ 19,216,340 , net of the underwriter discount, was deposited in the Company’s Trust account. A total of $ 19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. 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, $ 538,777 is included in transaction costs on consolidated the statements of operations and $ 17,797,492 is included in consolidated statements of changes in 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 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). F- 7 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. 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 receives the approval of an ordinary resolution. The Company will have until June 18, 2024, 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. 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 Articles Extension 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 3a 51-1(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 . 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. F- 8 On September 13, 2023, Plum held an Extraordinary General Meeting of its Shareholders (“September Shareholder Meeting”) (1) to amend the Articles to extend Articles Extension Termination Date from the Articles Extension Date to December 18, 2023 (the “Second Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Second Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 18, 2024, or a total of up to nine months after the Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Second Extension Amendment Proposal”) and (2) to authorize a reduction in the funds held in the Trust Account to an amount equal to $ 20,000,000.00 (the “Trust Reduction”), which amount will be used to compulsorily redeem up to 3,228,218 Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the redemption date, including interest (which interest shall be net of taxes payable), divided by the number of then-outstanding public shares (“Trust Reduction Proposal”). The shareholders of the Company approved the Second Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder Meeting and on September 13, 2023, the Company filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the Second Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B Ordinary Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum and Articles of Association (the “Class B Conversion”) and (ii) the holders of 1,972,625 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $ 10.72 per share, for an aggregate redemption amount of $ 21,142,260.78 (the “Redemption”). Upon completion of the Class B Conversion and the Redemption, 7,980,409 shares of Class A common stock, excluding 3,255,593 shares of Class A Ordinary Shares subject to possible redemption, and no shares of Class B common stock remain issued and outstanding. As approved by its stockholders at the extraordinary general meeting (the “EGM”), the “Company filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) on October 25, 2023, which (i) extended the date by which the Company has to consummate a business combination to December 18, 2023 and (ii) allowed the Company, without another shareholder vote, to elect to extend the Termination Date (as defined in the Proxy Statement) to consummate a business combination on a monthly basis for up to six times by an additional one month each time after December 18, 2023 (or such shorter period as necessary to comply with applicable listing requirements), by resolution of the Company’s board of directors, if requested by Plum Partners, LLC, and upon five days advance notice prior to the applicable termination date, until June 18, 2024, or a total of up to nine months after September 18, 2023, unless the closing of a business combination shall have occurred prior thereto. An aggregate of 1,972,625 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders’ vote at the EGM. 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, and third parties have committed to provide the Company Working Capital Loans (see Note 5). As of December 31, 2023 and 2022, the Company had $ 1,000,000 outstanding under Working Capital Loans. As of December 31, 2023, the Company had $ 94,703 in its operating bank account and a working capital deficit $ 7,590,471 . 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. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. 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 by June 18, 2024 (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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. F- 9 NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Restatement Background In connection with the preparation of the Company’s consolidated financial statements as of December 31, 2023, management determined it should restate its previously reported condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023. The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. The need for the restatement arose out of the results of certain financial analysis the Company performed in the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February 1, 2024, related to the Company’s Registration Statement on Form S-4 filed January 5, 2024. As a result of this analysis, the Company concluded that the transaction underlying the subscription liability was representative of the issuance of multiple freestanding instruments in a bundled transaction which should not have been remeasured at fair value at each reporting period and should have been accounted for using the relative fair value method of accounting in accordance with ASC 470 as previously concluded during the Company’s assessment of the Subscription Agreement. The error occurred as a result of the lack of certain financial analysis and management review in the course of preparing its consolidated financial statements during the periods previously identified above. As a result of the error, the subscription liability and corresponding debt discount recorded within the condensed consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. This resulted in an adjustment to the carrying value of debt discount, net of amortization, subscription liability, additional paid-in capital and accumulated deficit on the condensed balance sheet with the offset recorded to change in fair value of subscription liability and interest expense – debt discount on the condensed statement of operations. In connection with the changes listed above, the Company also restated its earnings per share. The restatement had no impact on the Company’s cash position or amount held in the trust account. The relevant unaudited interim financial information for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023, is included in Note 11, Quarterly Financial Information (Unaudited). The categories of misstatements and their impact on the previously issued financial statements are described in more detail in the tables below. As previously disclosed, the Company determined that its subscription liability, net of debt discount as of the aforementioned periods had been misstated. The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned financial statements is material. Description of Misstatements Misstatements Associated with Subscription Liability (a) Subscription liability The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. However, the subscription liability should not have been remeasured at fair value at each reporting period and should have been accounted for using the relative fair value method of accounting in accordance with ASC 470. The subscription liability recorded within the condensed consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (b) Debt discount The debt discount corresponding to the subscription liability recorded within the condensed consolidated balance sheets was overstated, and the amortization of the debt discount within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (c) Additional paid-in capital The correction of the subscription liability resulted in an increase in additional paid-in capital. Additional Misstatements (d) Accumulated deficit The correction of the subscription liability and debt discount resulted in additional (expense) and income for certain periods as identified above. F- 10 Description of Restatement Tables The impact of the revision on the Company’s financial statements is reflected in the following table: As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 Debt discount $ 4,372,334 $ ( 4,372,334 ) $ — Total assets $ 39,589,273 $ ( 4,372,334 ) $ 35,216,939 Subscription liability $ 9,191,162 $ ( 9,191,162 ) $ — Subscription liability, net of debt discount $ — $ 1,060,112 $ 1,060,112 Total current liabilities $ 14,676,822 $ ( 8,131,050 ) $ 6,545,772 Total liabilities $ 15,435,255 $ ( 8,131,050 ) $ 7,304,205 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ ( 16,347,949 ) $ 2,843,940 $ ( 13,504,009 ) Total shareholders’ deficit $ ( 10,942,649 ) $ 3,758,716 $ ( 7,183,933 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 39,589,273 $ ( 4,372,334 ) $ 35,216,939 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023 Debt discount $ 2,479,445 $ ( 2,479,445 ) $ — Total assets $ 57,707,827 $ ( 2,479,445 ) $ 55,228,382 Subscription liability $ 1,946,467 $ ( 1,946,467 ) $ — Subscription liability, net of debt discount $ — $ 467,274 $ 467,274 Total current liabilities $ 7,382,247 $ ( 1,479,193 ) $ 5,903,054 Total liabilities $ 7,805,705 $ ( 1,479,193 ) $ 6,326,512 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ ( 11,742,106 ) $ ( 1,423,853 ) $ ( 13,165,959 ) Total shareholders’ deficit $ ( 5,252,495 ) $ ( 1,000,252 ) $ ( 6,252,747 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 57,707,827 $ ( 2,479,445 ) $ 55,228,382 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 Subscription liability $ 800,746 $ ( 800,746 ) $ — Subscription liability, net of debt discount $ — $ 251,880 $ 251,880 Total current liabilities $ 6,533,748 $ ( 548,866 ) $ 5,984,882 Total liabilities $ 8,935,451 $ ( 548,866 ) $ 8,386,585 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ ( 16,010,590 ) $ 292,231 $ ( 15,718,359 ) Total shareholders’ deficit $ ( 8,734,659 ) $ 548,866 $ ( 8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2023 Interest expense – debt discount $ ( 2,467,496 ) $ 2,188,483 $ ( 279,013 ) Change in fair value of subscription liability $ ( 2,079,310 ) $ 2,079,310 $ — Total other (expense) income, net $ ( 4,252,471 ) $ 4,267,793 $ 15,322 Net income (loss) $ ( 4,605,843 ) $ 4,267,793 $ ( 338,050 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.36 ) $ 0.33 $ ( 0.03 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ ( 0.36 ) $ 0.33 $ ( 0.03 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ ( 0.36 ) $ 0.33 $ ( 0.03 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023 Interest expense – debt discount $ ( 3,815,529 ) $ 3,401,585 $ ( 413,944 ) Change in fair value of subscription liability $ 557,645 $ ( 557,645 ) $ — Total other (expense) income, net $ 1,035,971 $ 2,843,940 $ 3,879,911 Net income (loss) $ ( 1,049,638 ) $ 2,843,940 $ 1,794,302 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ ( 0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ ( 0.05 ) $ 0.14 $ 0.09 F- 11 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2023 Interest expense – debt discount $ ( 1,045,564 ) $ 939,148 $ ( 106,416 ) Change in fair value of subscription liability $ 2,655,232 $ ( 2,655,232 ) $ — Total other (expense) income, net $ 4,847,438 $ ( 1,716,084 ) $ 3,131,354 Net income (loss) $ 4,268,484 $ ( 1,716,084 ) $ 2,552,400 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ ( 0.08 ) $ 0.12 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ ( 0.08 ) $ 0.12 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023 Interest expense – debt discount $ ( 1,348,033 ) $ 1,213,102 $ ( 134,931 ) Change in fair value of subscription liability $ 2,636,955 $ ( 2,636,955 ) $ — Total other (expense) income, net $ 5,288,442 $ ( 1,423,853 ) $ 3,864,589 Net income (loss) $ 3,556,206 $ ( 1,423,853 ) $ 2,132,353 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ ( 0.06 ) $ 0.09 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ ( 0.06 ) $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 Interest expense – debt discount $ ( 302,469 ) $ 273,954 $ ( 28,515 ) Change in fair value of subscription liability $ ( 18,277 ) $ 18,277 $ — Total other (expense) income, net $ 441,004 $ 292,231 $ 733,235 Net income (loss) $ ( 712,278 ) $ 292,231 $ ( 420,047 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.02 ) $ 0.01 $ ( 0.01 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ ( 0.02 ) $ 0.01 $ ( 0.01 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 Additional paid-in capital $ 5,404,501 $ 491,176 $ 6,319,277 Accumulated deficit $ ( 16,347,949 ) $ 4,267,793 $ ( 13,504,009 ) Issuance of subscription shares $ — $ 491,176 $ 491,176 Net income (loss) $ ( 4,605,843 ) $ 4,267,793 $ ( 338,050 ) Total stockholders’ deficit $ ( 10,942,649 ) $ 3,758,716 $ ( 7,183,933 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2023 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ ( 11,742,106 ) $ ( 1,423,853 ) $ ( 13,165,959 ) Issuance of subscription shares $ — $ 166,965 $ 166,965 Net income (loss) $ 4,268,484 $ ( 1,716,084 ) $ 2,552,400 Total stockholders’ deficit $ ( 5,252,495 ) $ ( 1,000,252 ) $ ( 6,252,747 ) F- 12 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ ( 16,010,590 ) $ 292,231 $ ( 15,718,360 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 Net income (loss) $ ( 712,278 ) $ 292,231 $ ( 420,047 ) Total stockholders’ deficit $ ( 8,734,659 ) $ 548,866 $ ( 8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 Interest expense – debt discount $ 3,815,529 $ ( 3,401,585 ) $ 413,944 Change in fair value of subscription liability $ ( 557,645 ) $ 557,645 $ — Net income (loss) $ ( 1,049,638 ) $ 2,843,940 $ 1,794,302 Issuance of subscription shares $ — $ 914,776 $ 914,776 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 Interest expense – debt discount $ 1,348,033 $ ( 1,213,102 ) $ 134,931 Change in fair value of subscription liability $ ( 2,636,955 ) $ 2,636,955 $ — Net income (loss) $ 3,556,206 $ ( 1,423,853 ) $ 2,132,353 Issuance of subscription shares $ — $ 423,600 $ 423,600 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 Interest expense – debt discount $ 302,469 $ ( 273,954 ) $ 28,515 Change in fair value of subscription liability $ 18,277 $ ( 18,277 ) $ — Net income (loss) $ ( 712,278 ) $ 292,231 $ ( 420,047 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 F- 13 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As Restated) As of September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 92,722 $ 92,722 Prepaid expense 27,550 27,550 Total current assets 120,272 120,272 Investments held in Trust Account 35,096,667 35,096,667 Debt discount 4,372,334 ( 4,372,334 ) b — TOTAL ASSETS $ 39,589,273 $ ( 4,372,334 ) $ 35,216,939 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,976,694 $ 3,976,694 Due to related party 258,966 258,966 Convertible promissory note - related party 1,000,000 1,000,000 Promissory Note - related party 250,000 250,000 Subscription liability 9,191,162 ( 9,191,162 ) a — Subscription liability, net of debt discount — 1,060,112 a 1,060,112 Total current liabilities 14,676,822 ( 8,131,050 ) 6,545,772 Warrant liabilities 758,433 758,433 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 15,435,255 ( 8,131,050 ) 7,304,205 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 35,096,667 35,096,667 Stockholders’ Equity: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively 799 799 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively — — Additional paid-in capital 5,404,501 914,776 c 6,319,277 Accumulated deficit ( 16,347,949 ) 2,843,940 d ( 13,504,009 ) TOTAL SHAREHOLDERS’ DEFICIT ( 10,942,649 ) 3,758,716 ( 7,183,933 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 39,589,273 $ ( 4,372,334 ) $ 35,216,939 F- 14 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(As Restated) For the three months ended September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 353,372 $ 353,372 Loss from operations ( 353,372 ) ( 353,372 ) Other (expense) income: Change in fair value of warrant liabilities ( 334,975 ) ( 334,975 ) Change in fair value of subscription liability ( 2,079,310 ) 2,079,310 a — Change in fair value of Forward Purchase Agreement — — Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense - Debt Discount ( 2,467,496 ) 2,188,483 b ( 279,013 ) Interest income – trust account 629,310 629,310 Total other (expense) income, net ( 4,252,471 ) 4,267,793 15,322 Net (loss) income $ ( 4,605,843 ) $ 4,267,793 d $ ( 338,050 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,970,919 4,970,919 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.36 ) $ 0.33 $ ( 0.03 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 1,474,641 1,474,641 Basic and diluted net income per ordinary share, Class A ordinary shares $ ( 0.36 ) $ 0.33 $ ( 0.03 ) Weighted average shares outstanding, Class B ordinary shares 6,505,768 6,505,768 Basic and diluted net income per ordinary share, Class B ordinary shares $ ( 0.36 ) $ 0.33 $ ( 0.03 ) F- 15 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(As Restated) For the nine months ended September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 2,085,609 $ 2,085,609 Loss from operations ( 2,085,609 ) ( 2,085,609 ) Other (expense) income: Change in fair value of warrant liabilities ( 379,216 ) ( 379,216 ) Change in fair value of subscription liability 557,645 ( 557,645 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement ( 308,114 ) ( 308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense - Debt Discount ( 3,815,529 ) 3,401,585 b ( 413,944 ) Interest income – trust account 4,344,597 4,344,597 Total other (expense) income, net 1,035,971 2,843,940 3,879,911 Net (loss) income $ ( 1,049,638 ) 2,843,940 d $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 12,083,753 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 526,181 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares $ ( 0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,454,228 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ ( 0.05 ) $ 0.14 $ 0.09 F- 16 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As Restated) As of June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 20,880 $ 20,880 Prepaid expense 52,885 52,885 Total current assets 73,765 73,765 Investments held in Trust Account 55,154,617 55,154,617 Debt discount 2,479,445 ( 2,479,445 ) b — TOTAL ASSETS $ 57,707,827 $ ( 2,479,445 ) $ 55,228,382 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,853,954 $ 3,853,954 Due to related party 331,826 331,826 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 1,946,467 ( 1,946,467 ) a — Subscription liability, net of debt discount — 467,274 a 467,274 Total current liabilities 7,382,247 ( 1,479,193 ) 5,903,054 Warrant liabilities 423,458 423,458 Deferred underwriting commissions liabilities — - TOTAL LIABILITIES 7,805,705 ( 1,479,193 ) 6,326,512 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $ 10.55 and $ 10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively 55,154,617 55,154,617 Stockholders’ Equity: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 5,228,218 and 31,921,634 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022 799 799 Additional paid-in capital 6,488,812 423,601 c 6,912,413 Accumulated deficit ( 11,742,106 ) ( 1,423,853 ) d ( 13,165,959 ) TOTAL SHAREHOLDERS’ DEFICIT ( 5,252,495 ) ( 1,000,252 ) ( 6,252,747 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 57,707,827 $ ( 2,479,445 ) $ 55,228,382 F- 17 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(As Restated) For the three months ended June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 578,954 $ 578,954 Loss from operations ( 578,954 ) ( 578,954 ) Other (expense) income: Change in fair value of warrant liabilities 1,978,245 1,978,245 Change in fair value of subscription liability 2,655,232 ( 2,655,232 ) a — Change in fair value of Forward Purchase Agreement 633,205 633,205 Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense - Debt Discount ( 1,045,564 ) 939,148 b ( 106,416 ) Interest income – trust account 626,320 626,320 Total other (expense) income, net 4,847,438 ( 1,716,084 ) 3,131,354 Net (loss) income $ 4,268,484 $ ( 1,716,084 ) d $ 2,552,400 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 13,208,627 13,208,627 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ ( 0.08 ) $ 0.12 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ ( 0.08 ) $ 0.12 F- 18 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(As Restated) For the six months ended June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 1,732,236 $ 1,732,236 Loss from operations ( 1,732,236 ) ( 1,732,236 ) Other (expense) income: Change in fair value of warrant liabilities ( 44,241 ) ( 44,241 ) Change in fair value of subscription liability 2,636,955 ( 2,636,955 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement ( 308,114 ) ( 308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount ( 1,348,033 ) 1,213,102 b ( 134,931 ) Interest income – trust account 3,715,287 3,715,287 Total other (expense) income, net 5,288,442 ( 1,423,853 ) 3,864,589 Net (loss) income $ 3,556,206 $ ( 1,423,853 ) d $ 2,132,353 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 15,699,166 15,699,166 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ ( 0.06 ) $ 0.09 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ ( 0.06 ) $ 0.09 F- 19 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As Restated) As of March 31, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 97,811 $ 97,811 Prepaid expense 102,980 102,980 Total current assets 200,791 200,791 Investments held in Trust Account 54,368,297 54,368,297 TOTAL ASSETS $ 54,569,088 $ 54,569,088 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,584,797 $ 3,584,797 Due to related party 265,000 265,000 Convertible promissory note - related party 1,000,000 1,000,000 Promissory Note - related party 250,000 250,000 Subscription liability 800,746 ( 800,746 ) a — Subscription liability, net of debt discount — 251,880 a 251,880 Forward Purchase Agreement liability 633,205 633,205 Total current liabilities 6,533,748 ( 548,866 ) 5,984,882 Warrant liabilities 2,401,703 2,401,703 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 8,935,451 ( 548,866 ) 8,386,585 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 54,368,296 54,368,296 Stockholders’ Equity: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 799 799 Additional paid-in capital 7,275,132 256,635 c 7,531,767 Accumulated deficit ( 16,010,590 ) 292,231 d ( 15,718,359 ) TOTAL SHAREHOLDERS’ DEFICIT ( 8,734,659 ) 548,866 ( 8,185,793 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 54,569,088 $ 54,569,088 F- 20 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)(As Restated) For the three months ended March 31, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 1,153,282 $ 1,153,282 Loss from operations ( 1,153,282 ) ( 1,153,282 ) Other (expense) income: Change in fair value of warrant liabilities ( 2,022,486 ) ( 2,022,486 ) Change in fair value of subscription liability ( 18,277 ) 18,277 a — Change in fair value of Forward Purchase Agreement ( 325,091 ) ( 325,091 ) Issuance of Forward Purchase Agreement ( 308,114 ) ( 308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount ( 302,469 ) 273,954 b ( 28,515 ) Interest income – trust account 3,088,967 3,088,967 Total other (expense) income, net 441,004 292,231 733,235 Net (loss) income $ ( 712,278 ) $ 292,231 d $ ( 420,047 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 26,286,357 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.02 ) $ 0.01 $ ( 0.01 ) Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ ( 0.02 ) $ 0.01 $ ( 0.01 ) F- 21 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (Unaudited)(As Restated) Class A ordinary shares Class B ordinary shares Additional Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Paid-in Capital Deficit Deficit Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ ( 15,298,312 ) $ ( 15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value ( 3,568,966 ) — ( 3,568,966 ) Net Income ( 712,278 ) ( 712,278 ) Balance as of March 31, 2023 — — 7,980,409 799 7,275,132 ( 16,010,590 ) ( 8,734,659 ) Accretion of Class A ordinary shares to redemption value ( 786,320 ) — ( 786,320 ) Net Income 4,268,484 4,268,484 Balance as of June 30, 2023 — — 7,980,409 799 6,488,812 ( 11,742,106 ) ( 5,252,495 ) Conversion of class B shares to Class A shares 7,980,409 799 ( 7,980,409 ) ( 799 ) — Accretion of Class A ordinary shares to redemption value ( 1,084,311 ) — ( 1,084,311 ) Net Income ( 4,605,843 ) ( 4,605,843 ) Balance as of September 30, 2023 7,980,409 $ 799 — $ — $ 5,404,501 $ ( 16,347,949 ) $ ( 10,942,649 ) Restatement Impacts Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ ( 15,298,312 ) $ ( 15,297,513 ) Reduction of deferred underwriter fees Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 256,635 256,635 Net Income (adjustment) 292,231 292,231 Balance as of March 31, 2023 — — 7,980,409 799 256,635 ( 15,006,081 ) ( 14,748,647 ) Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 166,966 166,966 Net Income (adjustment) ( 1,716,084 ) ( 1,716,084 ) Balance as of June 30, 2023 — — 7,980,409 799 423,601 ( 16,722,165 ) ( 16,297,765 ) Conversion of class B shares to Class A shares — Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 491,175 491,175 Net Income (adjustment) 4,267,793 4,267,793 Balance as of September 30, 2023 — $ — 7,980,409 $ 799 $ 914,776 $ ( 12,454,372 ) $ ( 11,538,797 ) As Restated Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ ( 15,298,312 ) $ ( 15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value ( 3,568,966 ) — ( 3,568,966 ) Issuance of subscription shares (as restated) 256,635 256,635 Net loss (as restated) ( 420,047 ) ( 420,047 ) Balance as of March 31, 2023 (as restated) — — 7,980,409 799 7,531,767 ( 15,718,359 ) ( 8,185,793 ) Accretion of Class A ordinary shares to redemption value ( 786,320 ) — ( 786,320 ) Issuance of subscription shares (as restated) 166,966 166,966 Net income (as restated) 2,552,400 2,552,400 Balance as of June 30, 2023 (as restated) — — 7,980,409 799 6,912,413 ( 13,165,959 ) ( 6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 ( 7,980,409 ) ( 799 ) — Accretion of Class A ordinary shares to redemption value ( 1,084,311 ) — ( 1,084,311 ) Issuance of subscription shares (as restated) 491,175 491,175 Net loss (as restated) ( 338,050 ) ( 338,050 ) Balance as of September 30, 2023 (as restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ ( 13,504,009 ) $ ( 7,183,933 ) F- 22 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(As Restated) For the nine months ended September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Cash Flows from Operating Activities: Net (loss) income $ ( 1,049,638 ) 2,843,940 d $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 4,344,597 ) ( 4,344,597 ) Changes in fair value of warrant liabilities 379,216 379,216 Reduction of deferred underwriter fees ( 328,474 ) ( 328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement ( 308,114 ) ( 308,114 ) Change in fair value of subscription liability ( 557,645 ) 557,645 a — Interest expense - debt discount 3,815,529 ( 3,401,585 ) b 413,944 Changes in operating assets and liabilities: Prepaid assets 16,081 16,081 Due to related party 23,966 23,966 Accounts payable and accrued expenses 1,335,939 1,335,939 Net cash used in operating activities ( 709,623 ) ( 709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust ( 1,095,000 ) ( 1,095,000 ) Cash withdrawn for redemptions 294,254,572 294,254,572 Net cash provided by investing activities 293,159,572 293,159,572 Cash flows from Financing Activities: Proceeds from the subscription liability 1,560,944 1,560,944 Redemption from Trust Account for ordinary shares ( 294,254,572 ) ( 294,254,572 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities ( 292,443,628 ) ( 292,443,628 ) Net Change in Cash 6,321 6,321 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 92,722 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 5,439,596 $ 5,439,596 Issuance of subscription shares $ — $ 914,776 F- 23 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(As Restated) For the six months ended June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Cash Flows from Operating Activities: Net (loss) income $ 3,556,206 ( 1,423,853 ) d $ 2,132,353 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 3,715,287 ) ( 3,715,287 ) Changes in fair value of warrant liabilities 44,241 44,241 Reduction of deferred underwriter fees ( 328,474 ) ( 328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement ( 308,114 ) ( 308,114 ) Change in fair value of subscription liability ( 2,636,955 ) 2,636,955 a — Interest expense - debt discount 1,348,033 ( 1,213,102 ) b 134,931 Changes in operating assets and liabilities: Prepaid assets ( 9,254 ) ( 9,254 ) Due to related party 96,826 96,826 Accounts payable and accrued expenses 1,213,199 1,213,199 Net cash used in operating activities ( 431,465 ) ( 431,465 ) Cash flows from Investing Activities: Extension payment deposit in Trust ( 640,000 ) ( 640,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,472,312 272,472,312 Cash flows from Financing Activities: Proceeds from the subscription liability 755,944 755,944 Redemption from Trust Account for ordinary shares ( 273,112,312 ) ( 273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities ( 272,106,368 ) ( 272,106,368 ) Net Change in Cash ( 65,521 ) ( 65,521 ) Cash, Beginning of period 86,401 86,401 Cash, End of period $ 20,880 $ 20,880 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 4,355,287 $ 4,355,287 Issuance of subscription shares $ — $ 423,601 F- 24 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(As Restated) For the three months ended March 31, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Cash Flows from Operating Activities: Net (loss) income $ ( 712,278 ) 292,231 d $ ( 420,047 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account ( 3,088,967 ) ( 3,088,967 ) Changes in fair value of warrant liabilities 2,022,486 2,022,486 Reduction of deferred underwriter fees ( 328,474 ) ( 328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement 325,091 325,091 Change in fair value of subscription liability 18,277 ( 18,277 ) a - Interest expense - debt discount 302,469 ( 273,954 ) b 28,515 Changes in operating assets and liabilities: Prepaid assets ( 59,349 ) ( 59,349 ) Due to related party 30,000 30,000 Accounts payable and accrued expenses 944,041 944,041 Net cash used in operating activities ( 238,590 ) ( 238,590 ) Cash flows from Investing Activities: Extension payment deposit in Trust ( 480,000 ) ( 480,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,632,312 272,632,312 Cash flows from Financing Activities: Proceeds from the subscription liability 480,000 480,000 Redemption from Trust Account for ordinary shares ( 273,112,312 ) ( 273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities ( 272,382,312 ) ( 272,382,312 ) Net Change in Cash 11,410 11,410 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 97,811 $ 97,811 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 3,568,966 Issuance of subscription shares $ — $ 256,635 F- 25 NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated 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”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception. 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 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 comparison of the Company’s consolidated 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. F- 26 Use of Estimates The preparation of the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements is the determination of the fair value of the subscription and forward purchase agreements and warrants 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, 2023 and 2022. Investments Held in Trust Account At December 31, 2023 and 2022, funds held in the Trust Account include $ 35,555,976 and $ 323,911,642 , 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 consolidated 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 consolidated statements of operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. 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 consolidated balance sheets. As of December 31, 2023 and 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, December 31, 2021 $ 319,216,340 Plus: Accretion adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of ordinary shares ( 294,254,572 ) Plus: Accretion adjustment of carrying value to redemption value 5,898,906 Ordinary shares subject to possible redemption, December 31, 2023 $ 35,555,976 F- 27 Offering Costs The Company complies with the requirements of ASC340-10-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’ deficit or the consolidated 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 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 consolidated balance sheets. Warrant Liabilities The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. 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 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 consolidated statements of operations. The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (See Note 6). Forward Purchase Agreement The Company evaluated the forward purchase agreement (“FPA”) to determine if such instrument is a derivative or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. The 2,500,000 forward purchase securities were recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognized the forward purchase securities as a liability at its fair value and adjust the instrument to its fair value at each reporting period. The liability will be subject to re-measurement at each balance sheet date until exercised. The fair value of the forward purchase securities is measured using a Probability Weighted Expected Return Model that values the FPA based on future projections of various potential outcomes. On June 15, 2023, the Company received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”), that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination of the Business Combination Agreement, the FPA was also terminated. Subscription Agreements The Company analyzed its Subscription Agreements (as described in Note 6 and Note 9) under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreements are not required to be accounted for as a liability under ASC 480 or ASC 815, and (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Polar and Palmeira have been recorded using the relative fair value method of accounting under ASC 470 “Debt”. As of December 31, 2023, the Sponsor received an aggregate of $ 2,359,975 under the Subscription Agreements of which $ 1,960,944 was funded to the Company. Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its consolidated statements of operations. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. F- 28 Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. 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. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — 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 consolidated balance sheets. 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, 2023 and 2022 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. Income Taxes 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. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, 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 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. F- 29 Net (Loss) Income Per Ordinary 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 year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) 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 (loss) income per share for each class of ordinary share: For the Year Ended December 31, 2023 Class A ordinary share subject to possible redemption Class A Class B NUMERATOR Allocation of net (loss) $ ( 19,192 ) $ ( 4,682 ) $ ( 10,853 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 9,858,573 2,405,055 5,575,354 Basic and diluted net (loss) income per shares $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) For the Year Ended December 31, 2022 Class A ordinary share subject to possible redemption Class B ordinary share Numerator Allocation of net income $ 8,462,500 $ 2,115,625 Denominator Weighted average shares outstanding 31,921,634 7,980,409 Basic and diluted net income per share $ 0.27 $ 0.27 Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. 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 consolidated financial statements. NOTE 4 — 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 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. 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. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. 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 capital and accumulated deficit. F- 30 NOTE 5 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $ 9,000,000 , in a private placement. 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 . A portion of the proceeds from the private placements were added to the proceeds from the IPO held in the Trust Account. 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. 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. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares 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 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. 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. 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, 2023 and 2022, the Company has no borrowings under the Note. Borrowings under this note are no longer available. 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. Mr. Roy funded the initial principal amount of $ 250,000 on March 14, 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. As of December 31, 2023 and 2022, the Company has $ 250,000 and $ 0 borrowings under the Note. F- 31 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 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. Such warrants would be identical to the Private Placement Warrants. 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 “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. 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. 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 consolidated financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. 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. Subscription Agreements On March 16, 2023, the Sponsor entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the Sponsor an aggregate of $ 480,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 360,000 Founder Shares. Investor paid $ 480,000 to the Sponsor on March 17, 2023 (see Note 9 for further details). Subsequently, on May 23, 2023, Investor agreed to pay the Sponsor an aggregate of $ 270,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 202,500 Founder Shares. Investor paid $ 270,000 to the Sponsor on May 23, 2023. F- 32 On July 14, 2023, the Company entered into an amended and restated subscription agreement (“A&R Subscription Agreement”) with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose of the A&R Subscription Agreement remains for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles Extension and to provide working capital to the Company during the Articles Extension. Investor paid $ 160,000 to the Sponsor on July 14, 2023. On July 25, 2023, the Company entered into a second subscription agreement (“Second Subscription Agreement”) with the Investor and Sponsor, the purpose of which is for the Sponsor to raise up to $ 1,090,000 from the Investor to fund the Extension and to provide working capital to the Company during the Extension. In consideration of the funds, Sponsor will transfer 1 share of a Class A ordinary share for each dollar the Investor funds (the “Subscription Shares”) to the Investor at the closing of the Business Combination. Investor paid $ 750,000 to the Sponsor on July 25, 2023. On October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement, in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following: (a) 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”); and (c) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”). On October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”); and (c) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”). On November 16, 2023, the Company entered into a subscription agreement (“Fourth Subscription Agreement”) with Palmeira Investment Limited (the “Palmeira”) and Sponsor and, together with the Company and Palmeira, the “Parties”, the purpose of which is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”). Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November 21, 2023 and November 27, 2023, respectively. The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares As of December 31, 2023, Polar and Palmeira (collectively the “Investors”) have paid the Sponsor an aggregate of $ 2,359,975 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 1,341,140 Founder Shares. Administrative Support Agreement 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. 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, 2023, the Company incurred $ 120,000 , in fees for office space, secretarial and administrative services, of which such amounts are included in the due to related party in the accompanying consolidated balance sheets. For the year ended December 31, 2023, the Company incurred $ 215,094 , in fees for reimbursement of costs of salaries, respectively. For the year ended December 31, 2022, the Company incurred $ 120,000 , in fees for office space, secretarial and administrative services, 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. NOTE 7 — WARRANTS The Public Warrants will become exercisable at $ 11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. F- 33 The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another Exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. In no event will the Company be required to net cash settle any warrant. 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. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. F- 34 NOTE 8 — RECURRING FAIR VALUE MEASUREMENTS Investments Held in Trust Account As of December 31, 2023 and 2022, the investments in the Company’s Trust Account consisted of approximately $ 35.6 million and $ 323.9 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. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. 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 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. For the year ended December 31, 2023, there were no transfers amongst level 1, 2, and 3 values during the period. At December 31, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively. The FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential outcomes. The FPA liability is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no FPA liability outstanding. The conversion feature of the Convertible Promissory Notes, in connection with the Subscription Purchase Agreement, is measured at fair value using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory Notes was $ 0 as of December 31, 2023. The following table presents fair value information as of December 31, 2023 and 2022, 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, 2023 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 35,555,976 $ 35,555,976 $ — $ — Liabilities Public warrant liability 829,962 829,962 — — Private warrant liability 813,308 — 813,308 — Sponsor loan conversion option — — — — Total $ 1,643,270 $ 829,962 $ 813,308 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Public warrant liability 191,529 191,529 — — Private warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — 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. Forward Purchase Agreement Liability The estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the estimated term. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no FPA liability outstanding. The following table presents the changes in the fair value of the forward purchase agreement (“FPA”) liability: FPA Fair value as of January 1, 2023 $ — Issuance of FPA liability 308,114 Change in fair value ( 308,114 ) Fair value as of December 31, 2023 $ — F- 35 The changes in the fair value of the forward purchase agreement liability for the year ended December 31, 2023, is $ 308,114 . NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement. 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 Underwriting Agreement dated March 15, 2021. 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. Business Combination Agreement On March 2, 2023, the Company entered into a Business Combination Agreement by and among the Company, Sakuu Corporation, a Delaware corporation (the “Sakuu”), Merger Sub I, and Merger Sub II. The Business Combination Agreement with Sakuu was terminated on June 14, 2023. On November 27, 2023, the Company, Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Founded in 2014, Veea offers edge-to-cloud computing with its VeeaHub smart computing hub products that can replace or complement Wi-Fi Access Points (APs), IoT gateways, routers, basic firewalls, network attached storage, and other types of hubs and appliances at user premises. Subscription Agreement As disclosed in the definitive proxy statement filed by the Company on February 24, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders (the “Shareholder Meeting”), 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 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 the Company’s Public Shares elected to redeem all or a portion of their Public Shares (the “Redemption”), in exchange fora non-interest bearing, unsecured promissory note issued by the Company to the Lender. In addition, in the event that the Company has not consummated an initial business combination by the Articles Extension Date (defined below), without approval of the Company’s public shareholders, the Company 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. F- 36 Accordingly, on March 16, 2023, the Company 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 the Company 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, (a) from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’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”); (b) 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 the Company or the surviving entity in relation to the Business Combination; (c) 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, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement; (d) any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, 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 1 Class A ordinary share for each $10 of the Capital Calls funded under the Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including monies held in Trust Account, will be paid to the Investor within five (5) days of the liquidation; and (e) 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 . On July 14, 2023, the Company entered into an amended and restated subscription agreement (“A&R Subscription Agreement”) with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023. The purpose of the A&R Subscription Agreement remains 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 the Company during the Articles Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the A&R Subscription Agreement, the Parties agreed, (a) from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’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”); (b) in consideration of the Capital Calls, Sponsor will transfer (i) 0.75 shares of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the initial contribution, and (ii) 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, 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 the Company or the surviving entity in relation to the Business Combination; F- 37 (c) 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, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement; (d) any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, 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 A&R 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 1 Class A ordinary share for each $10 of the Capital Calls funded under the A&R Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation; (e) 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 A&R Subscription Agreement not to exceed $ 5,000 ; and (f) an amount that is up to $ 160,000 (being the total and final amount that the Sponsor can call as the second contribution) may be requested by the Sponsor in one or more Capital Notices before July 31, 2023. On July 25, 2023, the Company entered into a subscription agreement (“Second Subscription Agreement”) with Investor and Sponsor, the purpose of which is for the Sponsor to raise up to $ 1,090,000 from the Investor to fund the Extension (defined below) and to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the Parties agreed, (a) from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’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”). An amount of up to $ 750,000 of the Investor’s Capital Commitment was deemed the subject of a Capital Call concurrently with the execution of the Second Subscription Agreement, and an amount that is up to the balance of the Investor’s Capital Commitment may be called upon the filing of a registration statement by the SPAC or the surviving entity in relation to the business combination. (b) in consideration of the Capital Calls, Sponsor will transfer 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, 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 the Company or the surviving entity in relation to the Business Combination; (c) 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, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under the Second Subscription Agreement; (d) any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing. Following receipt of such sums from the Company, 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 Second 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 1 Class A ordinary share for each $10 of the Capital Calls funded under the Second Subscription Agreement. If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation; and (e) 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 Second Subscription Agreement not to exceed $ 5,000 . F- 38 In connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in the principal amount of up to $ 1,090,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. As noted, an initial draw in the amount of $ 750,000 occurred on July 25, 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. On October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement, in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following: (a) 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”); and (c) 71,956 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”). On October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement to the following: (a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares; (b) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”); and (c) 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”). On November 16, 2023, the Company entered into a subscription agreement (“Fourth Subscription Agreement”) with Palmeira Investment Limited (“Palmeira”) and Sponsor and, together with the Company and Palmeira, the “Parties”, the purpose of which is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”). Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November 21, 2023, and November 27, 2023, respectively. The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares As of December 31, 2023, Polar and Palmeira (collectively the “Investors”) have paid the Sponsor an aggregate of $ 2,359,975 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 1,341,140 Founder Shares. Forward Purchase Agreement Prior to the execution of the Business Combination Agreement, the Company and Polar entered into a letter agreement dated March 1, 2023 (the “Forward Purchase Agreement”), pursuant to which Polar will purchase (either in the open market, or from the Company) up to 2,500,000 shares of (i) prior to the Closing, Class A common stock of the Company and (ii) after the Closing (such shares, the “FPA Shares”). Seller may not beneficially own greater than 9.9 % of the FPA Shares on a pro forma basis. Seller has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination. The Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward Purchase Agreement) purchased by Polar (collectively, such amount, the “Prepayment Amount”), to Polar. At the maturity of the Forward Purchase Agreement, which will be one year from the Closing unless accelerated or deferred (but up to two years) by Seller, the Company will repurchase the Public and Private Shares then held by Seller for a price equal to the Redemption Price plus $ 0.60 (which amount will be increased by another $ 0.60 per year for each year by which the maturity is deferred by Seller), The Prepayment Amount will be credited against this repurchase price. Prior to maturity, if Seller sells these shares for over $ 10.00 per share, it will repay $ 10.00 per share to Plum. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. 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. F- 39 NOTE 10 — SHAREHOLDERS’ DEFICIT Preference Shares — 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, 2023 and 2022, there were no preference shares issued or outstanding. Class 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, 2023 and 2022, there were 7,980,409 and no Class A Ordinary Shares outstanding excluding 3,255,593 and 31,921,634 shares of Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. 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. In connection with the vote to approve the Second Extension Amendment Proposal, the Sponsor, as the sole holder of Class B Ordinary Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum and Articles of Association. As of December 31, 2023 and 2022, there were 0 and 7,980,409 shares of Class B Ordinary Shares issued and outstanding, respectively. 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. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one . NOTE 11 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED) As further described in Note 2, the previously reported financial information for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, have been restated. As part of the restatement, the Company recorded adjustments to correct the uncorrected misstatements in the impacted periods. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The following tables summarize the Company’s unaudited quarterly financial information for the impacted periods. Incorporated herein is expanded disclosure of the restatements of the quarterly information for the three months ended March 30, 2023, three and six-months ended June 30, 2023, and three and nine-months ended September 30, 2023. F- 40 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED BALANCE SHEETS AS RESTATED 3/31/2023 6/30/2023 9/30/2023 Assets Cash and cash equivalents 97,811 20,880 92,722 Prepaid expense 102,980 52,885 27,550 Total current assets 200,791 73,765 120,272 Investments held in Trust Account 54,368,297 55,154,617 35,096,667 Total Assets 54,569,088 55,228,382 35,216,939 Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit Accounts payable and accounts payable 3,584,797 3,853,954 3,976,694 Due to related party 265,000 331,826 258,966 Convertible promissory note -related party 1,000,000 1,000,000 1,000,000 Promissory Note - related party 250,000 250,000 250,000 Subscription liability, net of debt discount 251,880 467,274 1,060,112 Forward Purchase Agreement liability 633,205 - - Total current liabilities 5,984,882 5,903,054 6,545,772 Warrant liability 2,401,703 423,458 758,433 Total liabilities 8,386,585 6,326,512 7,304,205 Commitments and Contingencies Class A Common Stock subject to possible redemption, 5,228,218 , 5,228,218 and 3,255,593 shares at $ 10.40 , $ 10.55 and $ 10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively 54,368,296 55,154,617 35,096,667 Stockholders’ Deficit: Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - - Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 0 , 0 and 799 shares issued and outstanding (excluding 5,228,218, 5,228,218 and 3,255,593 shares subject to possible redemption) as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively. - - 799 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,980,409 , 7,980,409 and 0 shares issued and outstanding as of March 31, 2023, June 30, 2023 and September 30, 2023. 799 799 - Additional paid-in capital 7,531,767 6,912,413 6,319,277 Accumulated deficit ( 15,718,359 ) ( 13,165,959 ) ( 13,504,009 ) Total stockholders’ deficit ( 8,185,793 ) ( 6,252,747 ) ( 7,183,933 ) Total Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit 54,569,088 55,228,382 35,216,939 F- 41 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AS RESTATED For the three months ended March 31, 2023 For the three months ended June 30, 2023 For the six months ended June 30, 2023 For the three months ended September 30, 2023 For the nine months ended September 30, 2023 Formation and operating costs $ 1,153,282 $ 578,954 $ 1,732,236 $ 353,372 $ 2,085,609 Loss from operations ( 1,153,282 ) ( 578,954 ) ( 1,732,236 ) ( 353,372 ) ( 2,085,609 ) Other (expense) income: Change in fair value of warrants liabilities ( 2,022,486 ) 1,978,245 ( 44,241 ) ( 334,975 ) ( 379,216 ) Change in fair value of Forward Purchase Agreement ( 325,091 ) 633,205 308,114 - 308,114 Issuance of Forward Purchase Agreement ( 308,114 ) - ( 308,114 ) - ( 308,114 ) Reduction of deferred underwriter fee payable 328,474 - 328,474 - 328,474 Interest Expense – Debt Discount ( 28,515 ) ( 106,416 ) ( 134,931 ) ( 279,013 ) ( 413,944 ) Interest income – trust account 3,088,967 626,320 3,715,287 629,310 4,344,597 Total other (expense) income, net 733,235 3,131,354 3,864,589 15,322 3,879,911 Net (loss) income $ ( 420,047 ) $ 2,552,400 $ 2,132,353 $ ( 338,050 ) $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 13,208,627 15,699,116 4,970,919 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ ( 0.01 ) $ 0.12 $ 0.09 $ ( 0.03 ) $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption - - - 1,474,641 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares - - - $ ( 0.03 ) $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,980,409 7,980,409 7,980,409 6,505,768 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ ( 0.01 ) $ 0.12 $ 0.09 $ ( 0.03 ) $ 0.09 F- 42 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT Class A ordinary shares Class B ordinary shares Additional Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2022 - $ - 7,980,409 $ 799 $ - $ ( 15,298,312 ) $ ( 15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value ( 3,568,966 ) - ( 3,568,966 ) Issuance of subscription shares 256,635 256,635 Net loss ( 420,047 ) ( 420,047 ) Balance as of March 31, 2023 (As Restated) - $ - 7,980,409 $ 799 $ 7,531,767 $ ( 15,718,359 ) $ ( 8,185,793 ) Accretion of Class A ordinary shares to redemption value ( 786,320 ) - ( 786,320 ) Issuance of subscription shares 166,966 166,966 Net Income 2,552,400 2,552,400 Balance as of June 30, 2023 (As Restated) - $ - 7,980,409 $ 799 $ 6,912,413 $ ( 13,165,959 ) $ ( 6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 ( 7,980,409 ) ( 799 ) - Accretion of Class A ordinary shares to redemption value ( 1,084,311 ) - ( 1,084,311 ) Issuance of subscription shares 491,175 491,175 Net loss ( 338,050 ) ( 338,050 ) Balance as of September 30, 2023 (As Restated) 7,980,409 $ 799 - $ - $ 6,319,277 $ ( 13,504,009 ) $ ( 7,183,933 ) F- 43 PLUM ACQUISITION CORP. I CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AS RESTATED For the three months ended March 31, 2023 For the six months ended June 30, 2023 For the nine months ended September 30, 2023 Cash flows from Operating Activities: Net (loss) income $ ( 420,048 ) $ 2,132,353 $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash held in Trust Account ( 3,088,966 ) ( 3,715,287 ) ( 4,344,597 ) Reduction of deferred underwriter fees ( 328,474 ) ( 328,474 ) ( 328,474 ) Changes in fair value of warrant liabilities 2,022,486 44,241 379,216 Issuance of FPA 308,114 308,114 308,114 Change in fair value of FPA 325,091 ( 308,114 ) ( 308,114 ) Interest expense - debt discount 28,515 134,931 413,944 Prepaid assets ( 59,349 ) ( 9,254 ) 16,081 Due to related party 30,000 96,826 23,966 Accounts payable and accrued expenses 944,041 1,213,199 1,335,939 Net cash used in operating activities ( 238,590 ) ( 431,465 ) ( 709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust ( 480,000 ) ( 640,000 ) ( 1,095,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 294,254,572 Net cash used in investing activities 272,632,312 272,472,312 293,159,572 Cash flows from Financing Activities: Redemption of ordinary shares ( 273,112,312 ) ( 273,112,312 ) ( 294,254,572 ) Proceeds from note payable-related party 250,000 250,000 250,000 Proceeds from subscription liability 480,000 755,944 1,560,944 Net cash provided by financing activities ( 272,382,312 ) ( 272,106,368 ) ( 292,443,628 ) Net Change in Cash 11,410 ( 65,521 ) 6,321 Cash, Beginning of period 86,401 86,401 86,401 Cash, End of period $ 97,811 $ 20,880 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 3,568,966 $ 4,355,287 $ 5,439,596 Issuance of Subscription Shares $ 256,635 $ 423,601 $ 914,776 F- 44 NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 13, 2024, Rigrodsky Law P.A. sent a demand letter to the Company, purportedly on behalf of a stockholder of the Company, alleging deficiencies in the draft registration statement on Form S-4 filed by the Company, with the U.S. Securities and Exchange Commission on January 5, 2024. On January 31, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company failed to hold an annual meeting of shareholders within twelve months of the end of its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until March 16, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end (or until June 28, 2024) to regain compliance. The Company intends to submit a compliance plan within the specified period. While the plan is pending, the Company’s securities will continue to trade on Nasdaq. On February 10, 2024, the Audit Committee of the Company concluded, after discussion with the Company’s management and accounting professionals, that the Company’s previously-issued unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 23, 2023, August 21, 2023, and November 22, 2023, respectively (each an “Affected Period” and, collectively, the “Affected Periods”), should be restated and no longer be relied upon due to misstatements in (i) debt discount subscription liability, additional paid-in capital and accumulated deficit in the Company’s condensed balance sheet as of March 31, 2023, June 30, 2023, and September 30, 2023, and (ii) change in fair value of subscription liability and interest expense – debt discount on the Company’s condensed statements of operations for the three months ended March 31, 2023, three and six months ended June 30, 2023, and three and nine months ended September 30, 2023. F- 45