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Plum Acquisition I(PLMI) - 2022 Q4 - Annual Report
PLMIPlum Acquisition I(PLMI)2023-04-17 21:22

Business Combination Agreement - Plum Acquisition Corp. I is set to enter a Business Combination Agreement with Sakuu Corporation, valued at 600million,withequityholdersreceivingsharesbasedonthisvaluation[29][33].TheBusinessCombinationwillinvolveachangeofjurisdictiontoDelawareandanamechangeto"SakuuHoldings,Inc."[30].OnMarch15,2023,shareholdersapprovedanextensionofthebusinesscombinationdeadlinetoJune18,2023,withthepossibilityoffurthermonthlyextensionsuntilMarch18,2024[34].Thecompanyplanstostructureitsinitialbusinesscombinationsothatthepostbusinesscombinationentitywillownoracquire100600 million, with equity holders receiving shares based on this valuation[29][33]. - The Business Combination will involve a change of jurisdiction to Delaware and a name change to "Sakuu Holdings, Inc."[30]. - On March 15, 2023, shareholders approved an extension of the business combination deadline to June 18, 2023, with the possibility of further monthly extensions until March 18, 2024[34]. - The company plans to structure its initial business combination so that the post-business combination entity will own or acquire 100% of the equity interests or assets of the target business[77]. - The company will only complete its initial business combination if a majority of ordinary shares voted in favor at a shareholder meeting[118]. - The company has a mandatory liquidation date of June 18, 2023, unless extended by the Board to complete a business combination[217]. Financial Position and Shareholder Rights - 26,693,416 Class A ordinary shares were redeemed at a price of 10.23 per share, totaling approximately 273.1million[35].Thecompanyhasapproximately273.1 million[35]. - The company has approximately 54 million available for a business combination held in the Trust Account, providing options for liquidity events, growth capital, or balance sheet strengthening[87]. - The initial amount in the trust account is anticipated to be 10.00perpublicshare,providingredemptionrightsforpublicshareholdersuponcompletionoftheinitialbusinesscombination[114].Publicshareholdersmayredeemtheirsharesirrespectiveoftheirvotingdecision,withalimitof1510.00 per public share, providing redemption rights for public shareholders upon completion of the initial business combination[114]. - Public shareholders may redeem their shares irrespective of their voting decision, with a limit of 15% on excess shares without prior consent[121]. - If the initial business combination is not completed within 27 months, the company will cease operations and redeem public shares at a price equal to the amount in the trust account[131]. - The per-share redemption amount upon dissolution is expected to be 10.00, but actual amounts may vary due to creditor claims[135]. - The company may conduct redemptions either in connection with a shareholder meeting or by means of a tender offer[116]. - Public shareholders can redeem their shares for cash only if the initial business combination is not completed within 27 months, extendable to 36 months[141]. - The company expects to incur costs up to approximately 100,000relatedtopotentialclaimsandexpensesintheeventofliquidation[138].Ifbankruptcyoccurs,thetrustaccountproceedsmaybesubjecttoclaimsfromcreditors,potentiallyreducingthepershareredemptionpricebelow100,000 related to potential claims and expenses in the event of liquidation[138]. - If bankruptcy occurs, the trust account proceeds may be subject to claims from creditors, potentially reducing the per-share redemption price below 10.00[139]. Management Team and Expertise - The management team has extensive experience, with Kanishka Roy having participated in over 100 billion in M&A transactions and Mike Dinsdale securing over 1 billion in financing[44][45]. - The management team includes Ursula Burns, the first African American woman to lead an S&P 500 company, enhancing the company's credibility and leadership[25][43]. - Lane Bess helped scale Palo Alto Networks to a revenue run rate exceeding 200millionbeforeitsIPOandgrewTrendMicrosworldwiderevenuestoover200 million before its IPO and grew Trend Micro's worldwide revenues to over 1 billion annually[48]. - Kelly Breslin Wright grew Tableau's revenue from zero to over 800millionandmanagedoverhalfofitsglobalteamduringitsexpansionto3,400employees[50].JenniferCeranwasrecognizedasoneofthe"100MostInfluentialPeopleinFinance"from2006to2009andreceivedthePugetSoundBusinessJournalCFOoftheYearawardin2017[51].AlokSamaledsignificanttransactionsatSoftBank,includingthe800 million and managed over half of its global team during its expansion to 3,400 employees[50]. - Jennifer Ceran was recognized as one of the "100 Most Influential People in Finance" from 2006 to 2009 and received the Puget Sound Business Journal CFO of the Year award in 2017[51]. - Alok Sama led significant transactions at SoftBank, including the 59 billion merger of Sprint and T-Mobile and the 34billionacquisitionofARMHoldings[52].KevinTurneroversawglobalsalesandmarketingatMicrosoft,deliveringover34 billion acquisition of ARM Holdings[52]. - Kevin Turner oversaw global sales and marketing at Microsoft, delivering over 91.9 billion in revenue in fiscal 2016[53]. Investment Strategy and Market Focus - Plum aims to partner with high-quality companies in sectors like enterprise software, fintech, and health, focusing on those with machine learning and AI-driven advantages[26][27]. - The company aims to invest in businesses with large addressable markets, which have historically led to compelling long-term growth[6]. - The company will focus on acquiring companies with experienced and visionary management teams that align with its interests and vision[6]. - The company intends to utilize a decentralized and proprietary deal sourcing strategy to identify opportunities without relying on traditional banking channels[6]. - The company plans to carefully curate its IPO and PIPE investors, focusing on long-term investors with a track record of supporting high-quality growth companies[6]. - The company recognizes the potential conflicts of interest that may arise from its management team and board members owning shares in the company[72]. Operational Challenges and Risks - The company currently has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[153]. - The company may face challenges in completing its initial business combination due to limited financial resources compared to competitors[171]. - The company may face challenges in raising additional capital, which could hinder its ability to pursue business combinations[217]. - The company may face write-downs or impairments post-business combination, negatively impacting financial condition and securities value[187]. - The company may not have sufficient time to conduct due diligence on potential targets as it approaches its dissolution deadline, which could undermine the value of any business combination[163]. - The COVID-19 pandemic may adversely affect the company's search for a business combination and the operations of any target business[164]. - The company may face limitations in completing advantageous initial business combinations due to federal proxy rules requiring financial statement disclosures[210]. Governance and Compliance - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern[216]. - The company may not hold an annual meeting of shareholders until after the initial business combination is consummated[178]. - The Sponsor owns 20% of the issued and outstanding ordinary shares, potentially influencing shareholder votes[183]. - Amendments to governing instruments require significant shareholder approval, including a two-thirds majority for certain changes[182]. - The company may not hold annual meetings for director elections until after the initial business combination, allowing the Sponsor to maintain control[184]. - The company intends to avoid being deemed an "investment company" by restricting investments in the trust account to U.S. government securities or certain money market funds[215].