Business Combination - Plum Acquisition Corp. I entered into a Business Combination Agreement with Veea Inc. on November 27, 2023, valuing Veea at $180 million[35]. - The Business Combination will result in Veea becoming a wholly owned subsidiary of Plum, with each share of Veea's common stock converting into shares of Plum's common stock at a price of $10.00 per share[39]. - Holders of Veea's existing shares may receive up to 4.5 million additional shares based on performance milestones, including a share price exceeding $12.50 and $15.00 for specified trading periods[40]. - The Extraordinary General Meeting held on October 23, 2023, extended the deadline for completing a business combination to December 18, 2023, with potential monthly extensions until June 18, 2024[40]. - The company plans to structure its initial business combination to ensure the post-business combination entity owns or acquires at least 50% of the target business[73]. - The company may complete a business combination without seeking shareholder approval, limiting public shareholders' influence[149]. - The company may attempt to complete its initial business combination with multiple target businesses, which could increase costs and risks[199]. - The company has a mandatory liquidation date of June 18, 2024, unless extended by the Board to complete a business combination[207]. Management and Strategy - Plum's management team has extensive experience, with Kanishka Roy having participated in over $100 billion of M&A transactions and Mike Dinsdale securing over $1 billion in financing[47][48]. - The company aims to focus on investments in high-quality companies leveraging platform models in sectors like fintech, health, and business automation[32]. - Plum's strategy includes acquiring businesses with machine learning and AI-driven advantages to disrupt existing markets and drive growth[33]. - The management team emphasizes a strong operator-driven approach, leveraging their extensive experience to support partner companies post-listing[61]. - The company has developed a playbook called "Accelerating Through the Bell" to help partner companies de-risk their listing and enhance growth after going public[59]. - The management team prioritizes diversity, equity, and inclusion (DEI) as a core component of their investment thesis, believing it unlocks significant value[63]. Financial Position and Risks - The company has approximately $35.6 million available for a business combination held in the Trust Account, providing options for liquidity events, capital for growth, or debt reduction[82]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available or if a significant number of public shares are redeemed[88]. - The company recognizes the risks associated with targeting financially unstable or early-stage businesses, which may impact their investment outcomes[74]. - The company may face challenges in obtaining additional financing to complete its initial business combination, which could compel it to restructure or abandon the acquisition[193]. - The company may face intense competition for attractive business combination targets, which may increase costs and complicate the acquisition process[162]. - The company may not have the resources to diversify operations, which could increase risks associated with being in a single line of business[95]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price of approximately $10.00 upon completion of the initial business combination[107]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[107]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any redemption[122]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[113]. - The company anticipates that the funds for redemptions will be distributed promptly after the completion of the initial business combination[121]. - The company will not proceed with redemptions if the business combination does not close, even if a public shareholder has elected to redeem[107]. - The per-share redemption amount for shareholders upon dissolution is expected to be $10.00, based on net proceeds from the initial public offering and private placement warrants[127]. - If the trust account proceeds are reduced below $10.00 per public share due to creditor claims, the actual redemption amount may be less than $10.00[130]. Compliance and Regulatory Considerations - The company is subject to compliance obligations under the Sarbanes-Oxley Act, which may increase the time and costs of completing an acquisition[188]. - Nasdaq requires a minimum of $50 million in shareholders' equity and 300 public holders to maintain listing[211]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act[203]. - The company intends to liquidate investments in the trust account to mitigate the risk of being classified as an investment company[206]. Operational Challenges - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[147]. - The management team has no experience operating special purpose acquisition companies, which may affect future performance[148]. - The company may face challenges in completing business combinations with large, complex companies that require significant operational improvements[166]. - The company may pursue acquisition opportunities outside of its management's area of expertise, which could pose additional risks[169]. - Management time and resources may be wasted on uncompleted acquisitions, adversely impacting future business combination attempts[186]. Share Structure and Warrants - The company issued warrants to purchase 6,384,327 Class A ordinary shares at an exercise price of $11.50 per share, along with 6,256,218 private placement warrants[225]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[222]. - The company has the ability to redeem outstanding public warrants at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice if the closing price of Class A ordinary shares equals or exceeds $10.00 for any 20 trading days within a 30 trading-day period[223]. - The potential issuance of a substantial number of additional Class A ordinary shares upon exercise of warrants could make the company a less attractive acquisition vehicle[226]. - The company may issue Class A ordinary shares in connection with the redemption of warrants, which could dilute existing shareholders[225].
Plum Acquisition I(PLMI) - 2023 Q4 - Annual Report