Plum Acquisition Corp I
For the period ended Jun 30, 2024. Filed Sep 10, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Sep 10, 2024
VEEA$4.89+8.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-20.
0001213900-24-045245
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-09-10.
0001213900-24-077054
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 48 previous paragraphs and 54 current paragraphs.
34 unchanged; 10 reworded; 9 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
On June 4, 2024, Plum held an Extraordinary General Meeting of its Shareholders (the “BC EGM”) to approve, among other things, Plum’s entry into the Business Combination Agreement and related matters, including domestication to become a Delaware entity. The shareholders approved all of the proposals at the BC EGM. An aggregate of 2,662,592 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders’ vote at the BC EGM, for an aggregate price of $29,926,030. Plum will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the remaining funds in the trust account, calculated as of two business days prior to the consummation of the Business Combination.
Current report
On June 14, 2024, Plum held an Extraordinary General Meeting of its Shareholders (“June Shareholder Meeting”) to amend the Articles to extend Articles Extension Termination Date from the Articles Extension Date to September 14, 2024 (the “Third Articles Extension Date”). As approved by its shareholders at the June Shareholder Meeting, Plum filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) on June 18, 2024 which extended the date by which the Company has to consummate a business combination to September 14, 2024. An aggregate of 19,230 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders’ vote at June Shareholder Meeting, for an aggregate price of $216,134, which were paid on or around August 23, 2024
Current report
For the three months ended June 30, 2024, we had an income of $3,225,787. In addition to the loss from operations of $789,241, we recognized other income of $4,015,028 consisting of an unrealized gain on our warrant liabilities of $3,855,365, interest expense of debt discount of $234,465, offset by interest earned on cash held in the Trust Account of $394,128.
Current report
For the three months ended June 30, 2023, we had a loss from operations of $2,552,400. In addition to the loss from operations, we recognized other income $3,131,354 consisting of an unrealized loss on our warrant liabilities of $1,978,245, change in fair value of FPA of $633,205, interest expense – debt discount of $106,416 and interest earned on cash held in the Trust Account of $626,320.
Current report
As of June 30, 2024, we had cash held in the Trust Account of $36,591,026.
Current report
The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.
Current report
The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
Current report
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.
Current report
Net Income (Loss) Per Ordinary Share
Removed paragraphs (4)
Previous report
As of March 31, 2024, we had investments held in the Trust Account of $36,106,898 (including $9,870,130 of income) held in a demand deposit account.
Previous report
We intend to use substantially all of the funds held in the Trust Account to acquire a target business and to pay our expenses relating thereto. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous report
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 condensed 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 condensed consolidated statements of operations.
Previous report
Net Income Per Ordinary Share
Reworded paragraphs (10)
Previous wording
For the three months ended March 31, 2024, we had a loss of $4,207,029. In addition to the loss from operations of $919,133, we recognized other expense of $3,287,896 consisting of an unrealized loss on our warrant liabilities of $3,286,541, interest expense of debt discount of $417,277, offset by interest earned on cash held in the Trust Account of $415,922.
Current wording
For the six months ended June 30, 2024, we had a loss of $981,242. In addition to the loss from operations of $1,708,374, we recognized other income of $727,132 consisting of an unrealized loss on our warrant liabilities of $568,824, interest expense of debt discount of $651,742, offset by interest earned on cash held in the Trust Account of $810,050.
Previous wording
For the three months ended March 31, 2023, we had a loss from operations of $1,153,282. In addition to the loss from operations, we recognized other income $733,235 consisting of interest earned on cash held in the Trust Account of $3,088,967 and reduction of deferred underwriter fee payable of $328,474 offset by unrealized loss on our warrant liabilities of $2,022,486, change in fair value of FPA of $325,091, issuance of FPA of $308,114 and interest expense – debt discount of $28,515.
Current wording
For the six months ended June 30, 2023, we had a loss from operations of $2,132,353. In addition to the loss from operations, we recognized other income $3,864,589 consisting of an unrealized loss on our warrant liabilities of $44,241, change in fair value of FPA of $308,114 issuance of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, interest expense – debt discount of $134,93 and interest earned on cash held in the Trust Account of $3,715,287.
Previous wording
Through March 31, 2024, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value of our warrant liabilities had no impact on cash. As of March 31, 2024, $36,106,898 was held in the Trust Account, $32,840 of cash held outside of Trust Account and $5,126,060 of accounts payable and accrued expenses.
Current wording
Through June 30, 2024, our efforts have been limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any realized income, other than interest income. The change in fair value of our warrant liabilities had no impact on cash. As of June 30, 2024, $36,591,026 was held in the Trust Account, $1,969 of cash held outside of Trust Account and $5,661,736 of accounts payable and accrued expenses.
Previous wording
As of March 31, 2024, we had cash outside our Trust Account of $32,840, available for working capital needs. We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
Current wording
As of June 30, 2024, we had cash outside our Trust Account of $1,969, available for working capital needs. We intend to use the funds held outside the Trust Account to complete our initial business combination with Veea Inc.
Previous wording
For the three months ended March 31, 2024, cash used in operating activities was $401,863. Net loss of $4,207,029 which consisted of interest earned on cash held in the Trust Account of $415,922, offset by an unrealized loss on our warrant liabilities of $3,286,541, interest expense – debt discount of $417,277 and other operational activities including amounts for accounts payable and accrued expenses and due to related party of $517,270.
Current wording
For the six months ended June 30, 2024, cash used in operating activities was $580,734. Net loss of $981,242 which consisted of interest earned on cash held in the Trust Account of $810,050, offset by an unrealized gain on our warrant liabilities of $568,824, interest expense – debt discount of $651,742 and other operational activities including amounts for accounts payable and accrued expenses and due to related party of $1,127,640.
Previous wording
For three months ended March 31, 2023, cash used in operating activities was $238,590. Net loss of $420,047 was primarily offset by an unrealized loss on our warrant liabilities of $2,022,486, change in fair value of FPA of $325,091, issuance of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, interest expense – debt discount of $28,515 and interest earned on cash held in the Trust Account of $3,088,967. Other operational activities including amounts due to related party generated $914,692.
Current wording
For six months ended June 30, 2023, cash used in operating activities was $431,465. Net income of $2,132,353 was primarily offset by an unrealized loss on our warrant liabilities of $44,241, change in fair value of FPA of $308,114, issuance of FPA of $308,114, reduction of deferred underwriter fee payable of $328,474, interest expense – debt discount of $134,931 and interest earned on cash held in the Trust Account of $3,715,287. Other operational activities including amounts due to related party generated $1,300,771.
Previous wording
Further, management has determined that if the Company is unable to complete the Business Combination by June 18, 2024 and if the Company does not elect to extend beyond June 18, 2024, 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.
Current wording
Further, management has determined that if the Company is unable to complete the Business Combination by September 14, 2024, 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.
Previous wording
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in this report. Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. Some of the more significant estimates are in connection with determining the fair value of the warrant liabilities, convertible promissory note and subscription liability. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
Current wording
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. We describe our significant accounting policies in Note 2 – Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in this report. Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. Some of the more significant estimates are in connection with determining the fair value of the warrant liabilities, the fair value of the conversion option within the subscription and the forward purchase agreements . However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
Previous wording
Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the condensed consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its condensed 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.
Current wording
Pursuant to ASC 470, the Company recorded the relative fair value of the subscription liability on the condensed consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its condensed consolidated statements of operations. The initial relative fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.
Previous wording
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class A ordinary shares subject to possible redemption. Earnings and losses are shared pro rata between the two classes of shares. The potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods.
Current wording
The Company has two classes of shares, which are referred to as Class A ordinary shares and Class A ordinary shares subject to possible redemption. Earnings and losses are shared pro rata between the two classes of shares. The potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of June 30, 2024, we had cash outside our Trust Account of $1,969, available for working capital needs. We intend to use the funds held outside the Trust Account to complete our initial business combination with Veea Inc.