| COMMITMENTS AND CONTINGENCIES | NOTE 8 — 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. 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; (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 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. 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 October 18, 2023, the Company entered into
a third subscription agreement (“Third Subscription Agreement”) with Investor and Sponsor, the purpose of which is for the
Sponsor to raise up to $340,000 from the Investor to fund the Extension and to provide working capital to the Company during the Extension
(“Investor’s Capital Commitment”). Investor paid $200,000 to the Sponsor on October 18, 2023 and 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 180,000 Class A common stock of the Company. On November 12, 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, $250,000, and $149,975 to the Sponsor on November 21, 2023, November 27, 2023, and March 15,
2024, 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 365,597 Founder Shares. As of June 30, 2024 and December 31, 2023, Polar and Palmeira (collectively
the “Investors”) have paid the Sponsor an aggregate of $2,560,894 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. Non-Redemption Agreement On June 4, 2024, the Company
entered into a non-redemption agreement (the “ Non-Redemption Agreement Backstop Investors Backstop Shares Engagement Letter On November 15, 2022 and as amended in November
of 2023, the Company and J.V.B. Financial Group, LLC acting through its Cohen & Company Capital Market division (“CCM”)
entered into an engagement letter (the “Engagement Letter”) whereby CCM will provide financial advising services. On June
26, 2024, the Company and CCM entered into an amendment to the Engagement Letter (the “Amendment”), which, among other things,
provided that, instead of receiving a cash fee contingent upon the Closing of the Business Combination, CCM would purchase a number of
Class A ordinary shares (the “Acquired Shares”) that had been tendered for redemption in connection with the extraordinary
general meeting held of stockholders held on June 4, 2024 and reverse the redemption of those Acquired Shares. Contingent upon the Closing
of the Business Combination, the Company would then pay CCM the lesser of (i) the amount actually paid for the Acquired Shares or (ii)
an amount equal to the redemption price per share to be paid to shareholders at the Closing of the Business Combination for the Acquired
Shares. |
