UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed
by a Party other than the Registrant ¨
Check the appropriate box:
x Preliminary Proxy Statement
¨ Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
PLUM ACQUISITION CORP. I
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee paid previously with preliminary
materials.
¨ Fee computed on table in exhibit required
by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
LETTER TO SHAREHOLDERS OF PLUM ACQUISITION CORP.
I
2021 Fillmore St.
#2089 San Francisco,
California 94115
Dear Plum Acquisition Corp. I Shareholder:
You are cordially invited to attend an
extraordinary general meeting of Plum Acquisition Corp. I, a Cayman Islands exempted company (“Plum”), which will
be held on , 2023,
at , Central Time, at the offices of Lane & Waterman LLP located at 220
North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, or at such other time, on such other date and at
such other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live
webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended
and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to
attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting
by contacting Plum’s Chief Executive Officer at 2021 Fillmore St. 32089, San Francisco, CA 94115 by , Central Time, on , 2023 (two
business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit
your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/plumacquisitioncorpi/2023.
The
attached notice of the Shareholder Meeting and proxy statement describe the business Plum will conduct at the Shareholder Meeting and
provide information about Plum that you should consider when you vote your shares. As more fully described in the attached proxy statement,
which is dated , 2023, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for
the purpose of considering and voting on the following proposals:
| 1. | Proposal No. 1 — Extension Amendment Proposal —
To amend, by way of special resolution, Plum’s Memorandum and Articles of Association
to extend the date (the “Termination Date”) by which Plum has to consummate
a business combination (the “Articles Extension”) from August 18, 2023
(the “Original Termination Date”) to December 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 six times by an additional one month each time after the Articles Extension Date (or
such shorter period as necessary to comply with applicable listing requirements), by resolution
of Plum’s board of directors (the “Board”), if requested by Plum Partners,
LLC, (the “Sponsor”), and upon five days advance notice prior to the applicable
Termination Date, until June 18, 2024 (each, an “Additional Articles Extension Date”),
or a total of up to eighteen months after the Original Termination Date, unless the closing
of a business combination shall have occurred prior thereto (the “Extension Amendment
Proposal”); |
| 2. | Proposal
No. 2 — Trust Reduction Proposal — To authorize, by way of special resolution, a reduction in the Trust Account
(as defined below) to an amount equal to $ (the “Trust Reduction”),
which amount will be used to compulsorily redeem up to
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; and |
| 3. | Proposal No. 3 — Adjournment Proposal — To adjourn, by way of ordinary resolution, the Shareholder Meeting
to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B
ordinary shares, par value $0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension
Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles
Extension such that Plum would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”)
(the “Adjournment Proposal”). |
Each of the Extension Amendment Proposal, the Trust
Reduction Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read
carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved
and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Sponsor (or one
or more of its affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account (as
defined below) the lesser of (A) $135,000 or (B) $0.0675 for each Public Share (as defined below) remaining after the Redemption (as defined
below), in exchange for one or more non-interest bearing, unsecured promissory notes issued by Plum to the Lender. In addition, if the
Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Plum has not consummated a Business
Combination by December 18, 2023, without approval of Plum’s public shareholders, Plum may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six
times, each by one additional month (for a total of up to six additional months to complete a Business Combination, or such shorter period
as necessary to comply with applicable listing requirements), provided that the Lender will deposit into the Trust Account for each such
monthly extension, the lesser of (A) $45,000 or (B) $0.0225 for each Public Share remaining after the Redemption, in exchange for a non-interest
bearing, unsecured promissory note issued by Plum to the Lender. If Plum completes a Business Combination, it will, at the option of the
Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note
into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Plum does not complete a Business
Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account
or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal
is to allow Plum additional time to complete an initial business combination (a “Business Combination”). The Board
believes that it is in the best interest of Plum and its shareholders to seek an extension of the Termination Date and have Plum’s
shareholders approve the Extension Amendment Proposal. The Board may elect not to make the Articles Extension Effective if the Trust Reduction
Proposal is not approved, in which case the existing Termination Date would continue to apply. You are not being asked to vote on a
Business Combination at this time. . If we enter into a business combination, we intend to file (i) promptly thereafter a current report
on Form 8-K with information about the business combination, and (ii) in due course a separate proxy statement/prospectus pursuant to
which we will seek approval of the business combination, among other things, at a separate extraordinary general meeting. If the Extension
is not approved, we may not be able to enter into, or consummate, a business combination.
The purpose of the Trust Reduction Proposal is
to reduce the outstanding number of Public Shares, and thereby reduce the amount payable in connection with the Extension Amendment Proposal,
which is anticipated to free up resources for the further pursuit of a Business Combination.
As contemplated by the Memorandum and Articles
of Association, the holders of Plum’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), issued as part of the units sold in Plum’s initial public offering (the “Public Shares”)
may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account
(the “Trust Account”) established to hold a portion of the proceeds of the initial public offering and the concurrent
sale of the private placement warrants (the “Private Placement Warrants”), if either the Articles Extension or the
Trust Reduction is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the
Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Trust Reduction
Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their
right to have their Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth
in the Memorandum and Articles of Association, as amended by the Articles Extension.
On , 2023, the most recent practicable date prior
to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in
the Trust Account of approximately $ as of , 2023 (including interest not previously released to Plum to pay its taxes), divided by the
total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Plum to pay its
taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary
Shares on Nasdaq on , 2023 was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until
the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately the same
consideration per share than if the shares were sold in the open market (based on the per share redemption price as of , 2023). Plum cannot
assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per
share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders
wish to sell their shares. Plum believes that such redemption right enables its public shareholders to determine whether to sustain their
investments for an additional period if Plum does not complete a Business Combination on or before the Termination Date.
The Memorandum and Articles of Association, as
further authorized by Board action, provides that Plum has until August 18, 2023, to complete its initial Business Combination. Plum’s
Board has determined that it is in the best interests of Plum to seek an extension of the Termination Date and have Plum’s shareholders
approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles
Extension, Plum believes that Plum will not be able to complete a Business Combination on or before the Termination Date. If that were
to occur, Plum would be precluded from completing a Business Combination and would be forced to liquidate.
Subject to the foregoing, the approval of each
of the Extension Amendment Proposal and the Trust Reduction Proposal requires a special resolution under Cayman Islands la, being the
affirmative vote of at least a two-third (2.3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B
Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A
Ordinary Shares, the “Ordinary Shares”), voting together as a single class, who are present in person or represented
by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders
of the issued Ordinary Shares, voting together as a single class, who are present in person or represented by proxy and entitled to vote
thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not
sufficient votes to approve the Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder Meeting.
If the requisite proposals are approved at the Shareholder Meeting,
the Sponsor, as the sole holder of shares of Class B Ordinary Shares, has agreed to convert all of its shares of Class B Ordinary Shares
to shares of Class A Ordinary Shares, on a one-for-one basis, in accordance with our Memorandum and Articles of Association, upon the
implementation of the Articles Extension (collectively, the “Class B Conversion”). The Class B Conversion would be
effected prior to the redemption of any public shares in connection with the implementation of the Articles Extension and would result
in an additional 7,980,409 shares of Class A Ordinary Shares outstanding. Notwithstanding the Class B Conversion, the Sponsor, as well
as the Company’s officers and directors, will be not entitled to receive any funds held in the trust account with respect to any
shares of Class A Ordinary Shares issued to such holders as a result of the Class B Conversion and no additional amounts will be deposited
into the trust account in respect of shares of Class A Ordinary Shares held by the Sponsor.
The Board has fixed the close of business on ,
2023, as the date for determining Plum’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any
adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder
Meeting or any adjournment thereof.
The Board of Plum believes that it is in the best
interests of Plum that Plum obtain the Articles Extension and the Trust Reduction. After careful consideration of all relevant factors,
the Board has determined that the Articles Extension Proposal and the Trust Reduction Proposal are in the best interests of Plum and its
shareholders and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Articles Extension
Proposal, “FOR” the Trust Reduction Proposal and “FOR” the Adjournment Proposal.
Your vote is very important. Whether or not
you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement
to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name”
through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee
to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment Proposal
and the Trust Reduction Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled
to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution
under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares
who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly,
if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining
whether the Extension Amendment Proposal, the Trust Reduction Proposal and the Adjournment Proposal are approved by the requisite majorities.
If you sign, date and return your proxy card without
indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting.
If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder
Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at
the Shareholder Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you
attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND
IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER
YOUR SHARES TO PLUM’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING.
IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER
AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF
ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND
OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU
HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR
ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed
information about the Shareholder Meeting, the Extension Amendment Proposal, the Trust Reduction Proposal, and the Adjournment Proposal.
Whether or not you plan to attend the Shareholder Meeting, Plum urges you to read this material carefully and vote your shares.
| |
By Order of the Board of Directors of Plum |
| |
Acquisition Corp. I |
| |
|
| |
/s/ Kanishka Roy |
| |
Kanishka Roy |
| |
Co-Chief Executive Officer and Director |
PLUM ACQUISITION CORP. I
2021 Fillmore St.
#2089
San Francisco,
California 94115
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
OF PLUM ACQUISITION CORP. I
TO BE HELD ON , 2023
To the Shareholders of Plum Acquisition Corp. I:
NOTICE IS HEREBY GIVEN that an extraordinary
general meeting of Plum Acquisition Corp. I, a Cayman Islands exempted company (“Plum”), will be held
on , 2023, at 11:00 a.m., Central Time (the
“Shareholder Meeting”), at the offices of Lane & Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, or at such other time, on such other date and at such
other place to which the meeting may be adjourned (the “Shareholder Meeting”).
The Shareholder Meeting will be conducted via live
webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended
and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to
attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting
by contacting Plum’s Chief Executive Officer at 2021 Fillmore St. 32089, San Francisco, CA 94115 by 11:00 a.m., Central Time, on
, 2023 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote
and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/plumacquisitioncorpi/2023.
You are cordially invited to attend the Shareholder
Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special
resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Plum has
to consummate a business combination (the “Articles Extension”) from August 18, 2023 (the “Original Termination
Date”), to December 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 six times by an additional
one month each time after the Articles Extension Date (or such shorter period as necessary to comply with applicable listing requirements),
by resolution of Plum’s board of directors (the “Board”), if requested by Plum Partners, LLC, a Delaware limited
liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date,
until June 18, 2024 (each, an “Additional Articles Extension Date”), or a total of up to eighteen months after the
Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment
Proposal”), (ii) to authorize, by way of special resolution, a reduction in the Trust Account (as defined below) to an amount
equal to $ (the “Trust Reduction”), which amount will be used to compulsorily redeem up to 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 (the
“Trust Reduction” and such proposal, the “Trust Reduction Proposal”) and (iii) an adjournment proposal
to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Plum ordinary shares
represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Trust Reduction Proposal or (b) if the
holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal and the Trust
Reduction Proposal such that Plum would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”)
(the “Adjournment Proposal”), each as more fully described below in the accompanying proxy statement, which is dated
, 2023, and is first being mailed to shareholders on or about that date. The full text of the proposals to be voted upon at the Shareholder
Meeting is as follows:
| 1. | Proposal No. 1 — Extension Amendment Proposal — RESOLVED, as a special resolution that: |
| a) | Article 49.7 of Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced
with the following new Article 49.7: |
“In the event that the Company does not consummate
a Business Combination upon the date which is the later of (i) 18 December 2023 (or 18 March 2024, if applicable under
the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles
(in any case, such date being referred to as the “Termination Date”), the Company shall (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 (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish
public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,
liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other
requirements of Applicable Law.
Notwithstanding the foregoing or any other
provisions of the Articles, in the event that the Company has not consummated a Business Combination within twenty-seven months from the
closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination
on a monthly basis for up to nine times by an additional one month each time after the twenty-seventh month from the closing of the IPO,
by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable
Termination Date, until thirty-nine months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members
or third-party designees) (the “Lender”) will deposit into the Trust Account for each such monthly extension, the lesser
of (i) US$45,000 or (ii) US$0.0225 for each Public Share that is then outstanding, for an aggregate deposit of up to US$135,000 or US$0.0675
for each Public Share that is then outstanding (if all nine additional monthly extensions are exercised), in exchange for a non-interest
bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the
option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such
promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of
the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid
only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| b) | Article 49.8(a) of Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.8(a): |
“to modify the substance or timing
of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public
Shares if the Company does not consummate a Business Combination within thirty-three months (or up to thirty-nine months, if applicable
under the provisions of Article 49.7) from the consummation of the IPO;”
| 2. | Proposal No. 2 — Trust Reduction Proposal — RESOLVED, as a special resolution that, pursuant to Article 18.3(d) of
Plum’s Amended and Restated Memorandum and Articles of Association, the capital redemption reserve fund held in the Trust Account
be reduced to an aggregate amount of $ . |
| 3. | Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment
of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value US$0.0001
per share (the “Public Shares”) and Class B ordinary shares, par value US$0.0001 per share in the capital of Plum
represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Trust Reduction Proposal or (ii) if
the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles Extension such that Plum would
not adhere to the continued listing requirements of Nasdaq. |
Each of the Extension Amendment Proposal, the Trust
Reduction Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read
carefully each of the proposals in the accompanying proxy statement before you vote.
If the Extension Amendment Proposal is approved
and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Sponsor (or one
or more of its affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account (as
defined below) the lesser of (A) $135,000 or (B) $0.0675 for each Public Share (as defined below) remaining after the Redemption (as defined
below), in exchange for one or more non-interest bearing, unsecured promissory notes issued by Plum to the Lender. In addition, if the
Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Plum has not consummated a Business
Combination by December 18, 2023, without approval of Plum’s public shareholders, Plum may, by resolution of the Board, if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to six
times, each by one additional month (for a total of up to six additional months to complete a Business Combination, or such shorter period
as necessary to comply with applicable listing requirements), provided that the Lender will deposit into the Trust Account for each such
monthly extension, the lesser of (A) $45,000 or (B) $0.0225 for each Public Share remaining after the Redemption, in exchange for a non-interest
bearing, unsecured promissory note issued by Plum to the Lender. If Plum completes a Business Combination, it will, at the option of the
Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note
into warrants, which warrants will be identical to the Private Placement Warrants (as defined below). If Plum does not complete a Business
Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account
or will be forfeited, eliminated or otherwise forgiven.
The purpose of the Extension Amendment Proposal
is to allow Plum additional time to complete an initial business combination (a “Business Combination”). The Board
believes that it is in the best interest of Plum and its shareholders to seek an extension of the Termination Date and have Plum’s
shareholders approve the Extension Amendment Proposal. The Board may elect not to make the Articles Extension Effective if the Trust Reduction
Proposal is not approved, in which case the existing Termination Date would continue to apply. You are not being asked to vote on a
Business Combination at this time.
The Memorandum and Articles of Association (as
further modified by Board action) provides that Plum has until August 18, 2023, to complete its initial Business Combination. Plum’s
Board has determined that it is in the best interests of Plum to seek an extension of the Termination Date and have Plum’s shareholders
approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles
Extension, Plum believes that Plum will not be able to complete a Business Combination on or before the Termination Date. If that were
to occur, Plum would be precluded from completing a Business Combination and would be forced to liquidate.
If the Trust Reduction Proposal is not approved,
Plum will be required to pay into the Trust Account an increased amount in connection with each monthly extension, which will reduce the
financial resources of Plum available for the pursuit of a potential Business Combination. The Board may elect not to make the Articles
Extension Effective if the Trust Reduction Proposal is not approved, in which case the existing Termination Date would continue to apply.
The purpose of the Trust Reduction Proposal is
to reduce the outstanding number of Public Shares, and thereby reduce the amount payable in connection with the Extension Amendment Proposal,
which is anticipated to free up resources for the further pursuit of a Business Combination.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders
of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon,
and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient
votes to approve the Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder Meeting.
The Board of Plum believes that it is in the best
interests of Plum that Plum obtain the Articles Extension if needed. After careful consideration of all relevant factors, the Board has
determined that the Extension Amendment Proposal and the Trust Reduction Proposal are in the best interests of Plum and its shareholders,
has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal,
“FOR” the Trust Reduction Proposal and “FOR” the Adjournment Proposal.
As contemplated by the Memorandum and Articles
of Association, the holders of Plum’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), issued as part of the units sold in Plum’s initial public offering (the “Public Shares”)
may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account
(the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial
Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”),
if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless
of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by
the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their
Public Shares redeemed in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum
and Articles of Association, as amended by the Articles Extension.
On , 2023, the most recent practicable date prior
to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit in
the Trust Account of approximately $ as of , 2023 (including interest not previously released to Plum to pay its taxes), divided by
the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Plum to
pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A
Ordinary Shares on Nasdaq on , 2023, was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain the
same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately
the same consideration per share than if the shares were sold in the open market (based on the per share redemption price as of , 2023).
Plum cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market
price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such
shareholders wish to sell their shares. Plum believes that such redemption right enables its public shareholders to determine whether
to sustain their investments for an additional period if Plum does not complete a Business Combination on or before the Termination Date.
Approval of the Extension Amendment Proposal is
a condition to the implementation of the Articles Extension. In addition, Plum will not proceed with the Articles Extension unless Plum
will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account
the Redemption. Plum may elect not to proceed with Articles Extension if the Trust Reduction Proposal is not approved, in which case the
existing Termination Date would continue to apply. Plum cannot predict the amount that will remain in the Trust Account following the
Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction
of the $ that was in the Trust Account as of , 2023 (including interest not previously released to Plum to pay its taxes).
If the Extension Amendment Proposal is not approved,
and a Business Combination is not completed on or before the Termination Date, Plum 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 Plum (less taxes payable and 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 liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of Plum’s remaining shareholders and the Board,
liquidate and dissolve, subject in each case to Plum’s obligations under Cayman Islands law to provide for claims of creditors and
to requirements of other applicable law. There will be no distribution from the Trust Account with respect to Plum’s warrants, which
will expire worthless in the event Plum dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor will
not receive any monies held in the Trust Account as a result of its ownership of 7,980,409 Class B Ordinary Shares (as defined
below) which were issued to the Sponsor prior to the Initial Public Offering, and 6,256,218 Private Placement Warrants, which were purchased
by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence,
a liquidating distribution will be made only with respect to the Public Shares.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND
IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER
YOUR SHARES TO PLUM’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN
ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER
AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES
(IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY)
AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF
YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM
YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Subject to the foregoing, the approval of each
of the Extension Amendment Proposal and Trust Reduction Proposal requires a special resolution under Cayman Islands law, being the affirmative
vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary
shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary
Shares, the “Ordinary Shares”), voting together as a single class, who are present in person or represented by proxy
and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Record holders of Ordinary Shares at the
close of business on , 2023 (the
“Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date,
there were issued and outstanding Class A Ordinary Shares and issued and outstanding Class B Ordinary Shares. Plum’s warrants
do not have voting rights.
The initial shareholder of Plum, including the
Sponsor and certain of Plum’s officers and directors (the “Initial Shareholders”) intend to vote all of their
Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation
used to determine the per-share redemption price. As of the date of the accompanying proxy statement, the Initial Shareholders hold 20.0%
of the issued and outstanding Ordinary Shares and Plum’s officers and directors have not purchased any Public Shares, but may do
so at any time. As a result, in addition to the Initial Shareholders, (i) approval of each the Extension Amendment Proposal and Trust
Reduction Proposal will require the affirmative vote of at least Ordinary Shares held by public shareholders (or approximately % of the
Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of
at least Ordinary Shares held by public shareholders (or approximately % of the Class A Ordinary Shares) if only such shares as are required
to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require
the affirmative vote of at least Ordinary Shares held by public shareholders (or approximately % of the Class A Ordinary Shares) if all
Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least Ordinary Shares held by
public shareholders (or approximately % of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are
represented at the Shareholder Meeting and cast votes.
If the requisite proposals are approved at the
Shareholder Meeting, the Sponsor, as the sole holder of shares of Class B Ordinary Shares, has agreed to convert all of its shares of
Class B Ordinary Shares to shares of Class A Ordinary Shares, on a one-for-one basis, in accordance with our Memorandum and Articles of
Association, upon the implementation of the Articles Extension (collectively, the “Class B Conversion”). The Class
B Conversion would be effected prior to the redemption of any public shares in connection with the implementation of the Articles Extension
and would result in an additional 7,980,409 shares of Class A Ordinary Shares outstanding. Notwithstanding the Class B Conversion, the
Sponsor, as well as the Company’s officers and directors, will be not entitled to receive any funds held in the trust account with
respect to any shares of Class A Ordinary Shares issued to such holders as a result of the Class B Conversion and no additional amounts
will be deposited into the trust account in respect of shares of Class A Ordinary Shares held by the Sponsor.
The accompanying proxy statement contains important
information about the Shareholder Meeting, the Extension Amendment Proposal and Trust Reduction Proposal and the Adjournment Proposal.
Whether or not you plan to attend the Shareholder Meeting, Plum urges you to read this material carefully and vote your shares.
The
accompanying proxy statement is dated , 2023, and is first being mailed to shareholders on or about that date.
| |
By Order of the Board of Directors of Plum |
| |
Acquisition Corp. I |
| |
|
| |
/s/ Kanishka Roy |
| |
Kanishka Roy |
| |
Co-Chief Executive Officer and Director |
, 2023
Table
of Contents
PLUM ACQUISITION CORP. I
PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON , 2023
This proxy statement and the enclosed form of
proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for
use at the extraordinary general meeting of Plum Acquisition Corp. I, a Cayman Islands exempted company (“Plum,”
“we,” “us” or “our”), which will be held
on , 2023, at 11:00 a.m., Central Time, at the offices of Lane
& Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, or at such other
time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder
Meeting”).
YOUR VOTE IS IMPORTANT. It is important that
your shares be represented at the Shareholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to
execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy
statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters
that are not historical facts. Forward-looking statements reflect the current views of Plum with respect to, among other things, Plum’s
capital resources and results of operations. Likewise, Plum’s financial statements and all of Plum’s statements regarding
market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements
by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates” or the negative version of these words
or other comparable words or phrases.
The forward-looking statements contained in this
proxy statement reflect Plum’s current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. Plum does not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated
in the forward-looking statements:
| | · | Plum’s
ability to complete a Business Combination (as defined below); |
| | | |
| | · | the
anticipated benefits of a Business Combination; |
| | | |
| · | the volatility of the market price and liquidity of the Class A Ordinary Shares (as defined below) and other securities of Plum;
and |
| · | the use of funds not held in the Trust Account (as defined below) or available to Plum from interest income on the Trust Account balance. |
While forward-looking statements reflect Plum’s
good faith beliefs, they are not guarantees of future performance. Plum disclaims any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after
the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could
cause Plum’s future results, performance or transactions to differ significantly from those expressed in any forward- looking statement,
please see the section below entitled “Risk Factors” and in other reports Plum has filed with the Securities and Exchange
Commission (the “SEC”). You should not place undue reliance on any forward-looking statements, which are based only
on information currently available to Plum (or to third parties making the forward-looking statements).
RISK FACTORS
You should consider carefully all of the risks
described in our (i) initial public offering prospectus filed with the SEC on February 19, 2021, (ii) Annual Report on
Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 17, 2023, and (iii) other reports we
file with the SEC, before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business,
financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the
aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we
currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating
results or result in our liquidation.
Applicable listing standards of the Nasdaq Stock Market LLC (“Nasdaq”)
may prevent the Company from exercising each monthly extension provided for in the Articles Extension.
Section IM-5101-2(b) of the NASDAQ Listing Rules requires that any
special purpose acquisition company, such as the Company, must within 36 months of the effectiveness of its IPO registration statement,
or such shorter period that the company specifies in its registration statement, must complete one or more business combinations having
an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriters fees and taxes
payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination. The date that
is 36 months following the effectiveness of our registration statement is March 18, 2024. Pursuant to the Articles Extension, our Board
may extend the termination date up to June 18, 2024 (or such shorter period as necessary to comply with applicable listing requirements).
We may not seek to exercise an otherwise-permissible one-month extension under the Articles Extension if doing so would cause us to be
in violation of applicable listing standards of the NASDAQ. There can be no assurance that the NASDAQ will change its listing standards,
or forebear from enforcing them against us. Accordingly, we may not extend the Termination Date beyond March 18, 2024.
There are no assurances that the Articles Extension will enable
us to complete a Business Combination.
Approving the Articles Extension (as defined below) involves a number
of risks. Even if the Articles Extension is approved, Plum can provide no assurances that a Business Combination will be consummated prior
to the Articles Extension Date (as defined below) or the relevant Additional Articles Extension Date (as defined below), if applicable.
Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the
Articles Extension is approved, Plum expects to seek shareholder approval of a Business Combination. We are required to offer shareholders
the opportunity to redeem shares in connection with the Articles Extension, and we will be required to offer shareholders redemption rights
again in connection with any shareholder vote to approve a Business Combination. Even if the Articles Extension or a Business Combination
are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination
on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension
and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders
may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
Changes to laws or regulations or in how such laws or regulations
are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our
business, including our ability to negotiate and complete our initial Business Combination.
We are subject to the laws and regulations, and interpretations and
applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular,
we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial Business Combination
may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination
company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing
may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete
an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material
adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. The SEC has, in the past
year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our
ability to consummate an initial Business Combination, including the SPAC Proposed Rules (as defined below) described below.
The SEC has recently issued proposed rules relating to certain
activities of SPACs. Certain of the procedures that we, a potential Business Combination target or others may determine to undertake in
connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain
the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may
cause us to liquidate the funds in the Trust Account or liquidate Plum at an earlier time than we might otherwise choose.
On March 30, 2022, the SEC issued proposed rules (the “SPAC
Proposed Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions
between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement
requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed
Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and
the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company
if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Proposed
Rules have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory
requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake
in connection with the SPAC Proposed Rules, or pursuant to the SEC’s views expressed in the SPAC Proposed Rules, may increase the
costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could
complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds
in the Trust Account or liquidate Plum at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire
worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including
any potential price appreciation of our securities.
If we are deemed to be an investment company for purposes of
the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely
restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment
company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Plum.
As described further above, the SPAC Proposed Rules relate,
among other matters, to the circumstances in which SPACs such as Plum could potentially be subject to the Investment Company Act and the
regulations thereunder. The SPAC Proposed Rules would provide a safe harbor for such companies from the definition of “investment
company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including
a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Proposed
Rules would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company
for a Business Combination no later than 18 months after the effective date of its registration statement for its initial public offering
(the “IPO Registration Statement”). Plum would then be required to complete its initial Business Combination no later
than 24 months after the effective date of the IPO Registration Statement.
If we are deemed to be an investment company under
the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements.
We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act.
However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act,
we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able
to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business
Combination and instead liquidate Plum. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose
the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER
MEETING
The questions and answers below highlight
only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder
Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not
include all the information that is important to Plum shareholders. Shareholders are urged to read carefully this entire proxy
statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder
Meeting and the voting procedures for the Shareholder Meeting, which will be held
on , 2023, at 11:00 a.m., Central Time.
The Shareholder Meeting will be held at the offices of Lane & Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, or at such other time, on such other date and at such other place
to which the meeting may be adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting
https://www.cstproxy.com/plumacquisitioncorpi/2023.
| Q: | Why am I receiving this proxy statement? |
| A: | Plum is a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021. Plum was incorporated for
the purpose of merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses or entities. |
Following the closing of Plum’s initial public offering
on March 18, 2021 (the “Initial Public Offering”), including the partial exercise of the underwriters’ over-allotment
option, an amount of $319,216,340 ($10.00 per unit offered in the Initial Public Offering (the “Units”)) from the net
proceeds of the sale of the Units in the Initial Public Offering and the sale of private placement warrants (the “Private Placement
Warrants”) to Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”) was placed in a trust
account established at the consummation of the Initial Public Offering that holds the proceeds of the Initial Public Offering (the “Trust
Account”).
Like most blank check companies, Plum’s amended and
restated memorandum and articles of association (the “Memorandum and Articles of Association”) provide for the return
of the Initial Public Offering proceeds held in the Trust Account to the holders of Class A ordinary shares, par value $0.0001 per
share (the “Class A Ordinary Shares” or the “Public Shares”) sold in the Initial Public Offering
if there is no qualifying business combination(s) consummated on or before March 18, 2023.
Without the Articles Extension (as defined
below), Plum believes that Plum will not, despite its best efforts, be able to complete an initial business combination (a “Business
Combination”) on or before March 18, 2023. The Board of Plum believes that it is in the best interests of Plum’s shareholders
to continue Plum’s existence until June 18, 2024 (if all six additional monthly extensions are exercised, or such shorter period
as necessary to comply with applicable listing requirements) in order to allow Plum additional time to complete a Business Combination
and is therefore holding this Shareholder Meeting.
| Q: | When and where will the Shareholder Meeting be held? |
| A: | The Shareholder Meeting will be held on , 2023, at 11:00a.m., Central
Time, at the offices of Lane & Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may or adjourned. |
Shareholders may attend the Shareholder Meeting in person.
However, we encourage you to attend the Shareholder Meeting virtually. You can participate in the meeting, vote, and submit questions
via live webcast by visiting https://www.cstproxy.com/plumacquisitioncorpi/2023.
| A: | If
you were a holder of record of Class A Ordinary Shares or Class B ordinary shares, par value $0.0001 per share (the “Class B
Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) on , 2023, the record
date for the Shareholder Meeting (the “Record Date”), you may vote with respect to the proposals in person or virtually
at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the
individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend
the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts.
Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m.,
Central Time, on , 2023.
Voting
in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot
at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you
have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to
ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder
of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you
will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting
Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting
https://www.cstproxy.com/plumacquisitioncorpi/2023 and entering the control number found on your proxy card, voting instruction form or
notice included in the proxy materials.
| Q: | How do I attend the virtual Shareholder Meeting? |
| A: | If you are a registered shareholder, you will receive a proxy card from Continental Stock Transfer & Trust Company (“Continental,”
or the “Transfer Agent”). The form contains instructions on how to attend the virtual Shareholder Meeting including
the URL address, along with your control number. You will need your control number for access. If you do not have your control number,
contact the Transfer Agent at 917-262-2373, or email proxy@continentalstock.com. |
You
can pre-register to attend the virtual Shareholder Meeting starting , 2023 at 9:00 a.m., Central Time (three business days prior
to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/plumacquisitioncorpi/2023, enter your control
number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder
Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during
the Shareholder Meeting.
Shareholders who hold their investments through a bank or
broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need
to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control
number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control
number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for
processing your control number.
If you do not have access to Internet, you can listen only
to the meeting by dialing 1-800-450-7155 (toll-free) within the U.S. and Canada or 1-857-999-9155 if you are located outside the United
States and Canada (standard rates apply)) and when prompted enter the Conference ID . Please note that you will not be able
to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.
| Q: | What are the specific proposals on which I am being asked to vote at the Shareholder Meeting? |
| A: | Plum shareholders are being asked to consider and vote on the following proposals: |
| 4. | Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Plum’s Memorandum and
Articles of Association to extend the date (the “Termination Date”) by which Plum has to consummate a business combination
(the “Articles Extension”) from August 18, 2023 (the “Original Termination Date”) to December 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 six times by an additional one month each time after the Articles Extension Date (or such shorter
period as necessary to comply with applicable listing requirements), by resolution of Plum’s board of directors (the “Board”),
if requested by Plum Partners, LLC, (the “Sponsor”), and upon five days advance notice prior to the applicable Termination
Date, until June 18, 2024 (each, an “Additional Articles Extension Date”), or a total of up to eighteen months after the Original
Termination Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);
|
| 5. | Proposal No. 2 — Trust Reduction Proposal — To authorize, by way of special resolution, a reduction in the Trust Account
(as defined below) to an amount equal to $ (the “Trust Reduction”), which amount will be used to compulsorily redeem up to
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; and |
| 6. | Proposal No. 3 — Adjournment Proposal — To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later
date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value
$0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii)
if the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles Extension such that Plum would
not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) (the “Adjournment Proposal”). |
If the Extension Amendment Proposal is approved and the
Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Sponsor (or one or more
of its affiliates, members or third-party designees) (the “Lender”) , the Lender will deposit into the Trust Account the lesser
of (A) $135,000 or (B) $0.0675 for each Public Share (as defined below) remaining after the Redemption, in exchange for a non-interest
bearing, unsecured promissory note issued by Plum to the Lender. In addition, if the Extension Amendment Proposal is approved and the
Articles Extension becomes effective, in the event that Plum has not consummated a Business Combination by December 18 2023, without approval
of Plum’s public shareholders, Plum may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance
notice prior to the applicable Termination Date, extend the Termination Date up to nine times, each by one additional month (for a total
of up to six additional months to complete a Business Combination, or such shorter period as necessary to comply with applicable listing
requirements), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $45,000
or (B) $0.0225 for each Public Share remaining after the Redemption, in exchange for a non-interest bearing, unsecured promissory note
issued by Plum to the Lender. If Plum completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned
under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will
be identical to the Private Placement Warrants. If Plum does not complete a Business Combination by the applicable Termination Date, such
promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
For more information, please see “Proposal No. 1
— Extension Amendment Proposal,” “Proposal No. 2 — Trust Reduction Proposal” and “Proposal
No. 3 — The Adjournment Proposal.”
After careful consideration, Plum’s Board has unanimously
determined that the Extension Amendment Proposal, the Trust Reduction Proposal and the Adjournment Proposal are in the best interests
of Plum and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR”
each of these proposals.
The existence of financial and personal interests of our
directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Plum and
its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for
the proposals. See the sections titled “Proposal No. 1 — Extension Amendment Proposal,” “Proposal No. 2
— Trust Reduction Proposal” and “Beneficial Ownership of Securities” for a further discussion of these
considerations.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE
URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.
| Q: | Am I being asked to vote on a proposal to elect directors? |
| A: | No. Holders of Public Shares are not being asked to vote on the election of directors at this time. |
| Q: | Are the proposals conditioned on one another? |
| A: | Approval of the Extension Amendment Proposal is a condition to the
implementation of the Articles Extension. In addition, Plum will not proceed with the Articles Extension unless Plum will have at least
$5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account any redemptions of
Class A Ordinary Shares by Plum public shareholders in exchange for their pro rata portion of the funds held in the Trust Account in connection
with the Articles Extension (the “Redemptions”). Plum may elect not to proceed with Articles Extension if the Trust
Reduction Proposal is not approved, in which case the existing Termination Date would continue to apply. |
If the Articles Extension is implemented and one or more
Plum shareholders elect to redeem their Public Shares pursuant to the Redemption, Plum will remove from the Trust Account and deliver
to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect
to such redeemed Public Shares, including interest earned on the funds held in the Trust Account and not previously released to Plum to
pay its taxes, and retain the remainder of the funds in the Trust Account for Plum’s use in connection with consummating a Business
Combination, subject to the redemption rights of holders of Public Shares in connection with a Business Combination.
The Adjournment Proposal is conditional on Plum not obtaining
the necessary votes for approving the Extension Amendment Proposal prior to the Shareholder Meeting in order to seek additional time to
obtain sufficient votes in support of the Articles Extension or if due to redemptions in connection with the Articles Extension, Plum
would not adhere to the continued listing requirements of Nasdaq. If both the Extension Amendment Proposal is approved at the Shareholder
Meeting and following redemptions in connection with the Articles Extension and the Redemption Limitation Amendment Proposal, Plum would
adhere to the continued listing requirements of Nasdaq, the Adjournment Proposal will not be presented.
| Q: | Why is Plum proposing the Extension Amendment Proposal? |
| A: | Plum’s Memorandum and Articles of Association provides for the return of the Initial Public Offering proceeds held in trust
to the holders of Public Shares sold in the Initial Public Offering if there is no qualifying Business Combination consummated on or before
the Termination Date. The purpose of the Extension Amendment Proposal is to allow Plum additional time to complete a Business Combination. |
Without the Articles Extension, Plum believes that Plum
will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Plum would be forced to
liquidate.
| Q: | Why is Plum proposing the Trust Reduction Proposal? |
| A: | The purpose of the Trust Reduction Proposal is to reduce the outstanding number of Public Shares, and thereby reduce the amount payable
in connection with the Extension Amendment Proposal, which is anticipated to free up resources for the further pursuit of a Business Combination. |
| Q: | Why is Plum proposing the Adjournment Proposal? |
| A: | If either the Extension Amendment Proposal or the Trust Reduction Proposal are not approved by Plum’s shareholders, Plum may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment
Proposal and the Trust Reduction Proposal or to allow public shareholders time to reverse their redemption requests in connection with
the Extension Amendment Proposal. If the Adjournment Proposal is not approved by Plum’s shareholders, the Board may not be able
to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes to approve the Extension Amendment
Proposal and the Trust Reduction Proposal. |
| Q: | What constitutes a quorum? |
| A: | A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder
Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares entitled to vote at the Shareholder Meeting
constitutes a quorum at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing
a quorum. The initial shareholder of Plum, including the Sponsor and certain of Plum’s officers and directors (the “Initial
Shareholders”) who own 20.0% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum.
As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, an additional Ordinary Shares
held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. Because all of the proposals
to be voted on at the Shareholder Meeting are “non- routine” matters, banks, brokers and other nominees will not have authority
to vote on any proposals unless instructed, so Plum does not expect there to be any broker non-votes at the Shareholder Meeting. |
| Q: | What vote is required to approve the proposals presented at the Shareholder Meeting? |
| A: | The approval of the Extension Amendment Proposal and the Trust Reduction Proposal requires a special resolution under Cayman Islands
law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares,
voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon,
at the Shareholder Meeting. |
Approval of the Adjournment Proposal requires an ordinary
resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders of the
issued Ordinary Shares, voting together as a single class, who are present in person or represented by proxy and entitled to vote thereon,
and who vote thereon, at the Shareholder Meeting.
| Q: | How will the Initial Shareholders vote? |
| A: | The Initial Shareholders intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment
Proposal, the Trust Reduction Proposal, and, if necessary, the Adjournment Proposal. |
The Initial Shareholders are not entitled to redeem any
Class B Ordinary Shares held by them in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment
Proposal. On the Record Date, the Initial Shareholders beneficially owned and were entitled to vote 7,980,409 Class B Ordinary
Shares, representing 20.0% of Plum’s issued and outstanding Ordinary Shares.
| A: | Plum’s sponsor is Plum Partners, LLC, a Delaware limited liability company. The Sponsor currently owns 7,980,409 Class B
Ordinary Shares and 6,256,218 Private Placement Warrants. The Sponsor is not “controlled” (as defined in 31 CFR 800.208)
by one or more foreign persons, such that the Sponsor’s involvement in any Business Combination may be a “covered transaction”
(as defined in 31 CFR 800.213). However, it is possible that non-U.S. persons could be involved in our Business Combination, which may
increase the risk that our Business Combination becomes subject to regulatory review, including a potential mandatory or voluntary review
by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions
will be imposed by CFIUS. If our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential
Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory
filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying CFIUS and risk
CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or delay our Business Combination, impose
conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of
a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from
pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely
affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. A
failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations
presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational
and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions
that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post-closing. |
Moreover, the process of government review, whether by the
CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination
by August 18, 2023 (or up to June 18, 2024, if extended) because the transaction is still under review or because our Business
Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our
public shareholders may only receive $ per Public Share, and our warrants will expire worthless. This will also cause you to lose the
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
| Q: | Why should I vote “FOR” the Extension Amendment Proposal? |
| A: | Plum believes shareholders will benefit from Plum consummating a Business Combination and is proposing the Extension Amendment Proposal
to extend the date by which Plum has to complete a Business Combination until the Articles Extension Date (or Additional Articles Extension
Date, if applicable). |
Without the Articles Extension, Plum believes that Plum
will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Plum would be forced to
liquidate.
| Q: | Why should I vote “FOR” the Trust Reduction Proposal? |
| A: | Plum believes shareholders will benefit from Plum consummating a Business Combination and is proposing the Trust Reduction Proposal
to reduce the cash outlay associated with seeking additional extensions of the Termination Date in order to preserve capital to pursue
a Business Combination. |
| Q: | Why should I vote “FOR” the Adjournment Proposal? |
| A: | If the Adjournment Proposal is not approved by Plum’s shareholders, the Board may not be able to adjourn the Shareholder Meeting
to a later date or dates to approve the Extension Amendment Proposal and the Trust Reduction Proposal or to allow public shareholders
time to reverse their redemption requests in connection with the Extension Amendment and the Trust Reduction. |
| Q: | What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Reduction Proposal or the Adjournment
Proposal? |
| A: | If you do not want the Extension Amendment Proposal, the Trust Reduction Proposal or the Adjournment Proposal to be approved, you
may “ABSTAIN”, not vote, or vote “AGAINST” such proposal. |
If you attend the Shareholder Meeting in person or by proxy,
you may vote “AGAINST” the Extension Amendment Proposal, the Trust Reduction Proposal or the Adjournment Proposal, and your
Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Reduction Proposal
or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Shareholder Meeting in
person or by proxy, or if you do attend the Shareholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail
to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment
Proposal, the Trust Reduction Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares will have
no effect on the outcome of such votes.
If the Extension Amendment Proposal and the Trust Reduction
Proposal are approved and, following redemptions in connection with the Extension Amendment and Trust Reduction, Plum adheres to the continued
listing requirements of Nasdaq, the Adjournment Proposal will not be presented for a vote.
| Q: | What happens if the Extension Amendment Proposal is not approved? |
| A: | If there are insufficient votes to approve the Extension Amendment
Proposal, Plum may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the
Articles Extension. |
If the Extension Amendment Proposal is not approved, and
a Business Combination is not completed on or before the Termination Date, Plum 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 Plum (less taxes payable and 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 liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of Plum’s remaining shareholders and the Board, liquidate and dissolve,
subject in each case to Plum’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other
applicable law. There will be no distribution from the Trust Account with respect to Plum’s warrants, which will expire worthless
in the event Plum dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor will not receive
any monies held in the Trust Account as a result of its ownership of 7,980,409 Class B Ordinary Shares (as defined below) which
were issued to the Sponsor prior to the Initial Public Offering, and 6,256,218 Private Placement Warrants, which were purchased by the
Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating
distribution will be made only with respect to the Public Shares.
| Q: | If the Extension Amendment Proposal is approved, what happens next? |
| A: | If the Extension Amendment Proposal is approved, Plum will continue to attempt to consummate a Business Combination until the Articles
Extension Date. Plum will procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection
with the Extension Amendment Proposal are made and will continue its efforts to obtain approval of a Business Combination at an extraordinary
general meeting and consummate the closing of a Business Combination on or before the Articles Extension Date. |
If the Extension Amendment Proposal is approved and the Articles
Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust
Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage
interest of Plum held by the Initial Shareholders. Plum will not proceed with the Articles Extension unless Plum will have at least $5,000,001
of net tangible assets upon its implementation of the Articles Extension, after taking into account the Redemptions. Plum may elect not
to proceed with Articles Extension if the Trust Reduction Proposal is not approved, in which case the existing Termination Date would
continue to apply.
If the requisite proposals are approved at the Shareholder
Meeting, the Sponsor, as the sole holder of shares of Class B Ordinary Shares, has agreed to convert all of its shares of Class B Ordinary
Shares to shares of Class A Ordinary Shares, on a one-for-one basis, in accordance with our Memorandum and Articles of Association, upon
the implementation of the Articles Extension (collectively, the “Class B Conversion”). The Class B Conversion would
be effected prior to the redemption of any public shares in connection with the implementation of the Articles Extension and would result
in an additional 7,980,409 shares of Class A Ordinary Shares outstanding. Notwithstanding the Class B Conversion, the Sponsor, as well
as the Company’s officers and directors, will be not entitled to receive any funds held in the trust account with respect to any
shares of Class A Ordinary Shares issued to such holders as a result of the Class B Conversion and no additional amounts will be deposited
into the trust account in respect of shares of Class A Ordinary Shares held by the Sponsor.
| Q: | What happens if the Trust Reduction Proposal is not approved? |
| A: | If there are insufficient votes to approve the Trust Reduction Proposal, Plum may put the Adjournment Proposal to a vote in order to seek
additional time to obtain sufficient votes in support of the Trust Reduction. Plum may elect not to proceed with Articles Extension if
the Trust Reduction Proposal is not approved, in which case the existing Termination Date would continue to apply. |
If the Trust Reduction Proposal is not approved at the Shareholder
Meeting or at any adjournment thereof then the Trust Reduction will not be implemented and if a Business Combination is not completed
on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, Plum 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 Plum (less taxes
payable and 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 liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Plum’s
remaining shareholders and the Board, liquidate and dissolve, subject in each case to Plum’s obligations under Cayman Islands law
to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with
respect to Plum’s warrants, which will expire worthless in the event Plum dissolves and liquidates the Trust Account.
The Initial Shareholders have waived their rights to participate
in any liquidation distribution with respect to the 7,980,409 Class B Ordinary Shares held by them.
| Q: | If the Trust Reduction Proposal is approved, what happens next? |
| A: | If the Trust Reduction Proposal is approved, Plum will reduce
the size of the Trust Account to $ , returning capital
relating thereto to holders of Plum’s Class A Ordinary Shares. |
| Q: | If I vote for or against the Extension Amendment Proposal or the Trust Reduction Proposal, do I need to request that my shares
be redeemed? |
| A: | Yes. Whether you vote “for” or “against”
the Extension Amendment Proposal or the Trust Reduction Proposal, or do not vote at all, you may elect to redeem your shares. However,
you will need to submit a redemption request for your shares if you choose to redeem. |
| Q: | What amount will holders receive upon consummation of a Business Combination or liquidation if the Extension Amendment Proposal
is approved? |
| A: | If the Extension Amendment Proposal
is approved and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender
will make a deposit into the Trust Account the lesser of (A) $135,000 or (B) $0.0675 for each Public Share (as defined below) remaining
after the Redemption, in exchange for a non-interest bearing, unsecured promissory note issued by Plum to the Lender. In addition, if
the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Plum has not consummated
a Business Combination by December 18 2023, without approval of Plum’s public shareholders, Plum may, by resolution of the Board,
if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination
Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination, or
such shorter period as necessary to comply with applicable listing requirements), provided that the Lender will deposit Account for each
such monthly extension, the lesser of (A) $45,000 or (B) $0.0225 for each Public Share remaining after the Redemption, in exchange for
a non-interest bearing, unsecured promissory note issued by Plum to the Lender. If Plum completes a Business Combination, it will, at
the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such
promissory note into warrants, which warrants will be identical to the Private Placement Warrants. If Plum does not complete a Business
Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account
or will be forfeited, eliminated or otherwise forgiven.
|
| Q: | Am I being asked to vote on a Business Combination at this Shareholder Meeting? |
| A: | No. You are not being asked to vote on a Business Combination
at this time. If the Articles Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder
on the Record Date for the shareholder meeting to consider a Business Combination, you will be entitled to vote on a Business Combination
when it is submitted to shareholders and will retain the right to redeem your Public Shares for cash in connection with a Business Combination
or liquidation. |
| Q: | Will how I vote affect my ability to exercise Redemption rights? |
| A: | No. You may exercise your Redemption rights whether or
not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you are a
holder and vote your Public Shares of Plum on the Extension Amendment Proposal or the Trust Reduction Proposal (for or against) or any
other proposal described by this proxy statement. As a result, the Articles Extension can be approved by shareholders who will redeem
their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares
in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to
meet the listing standards of Nasdaq. |
| Q: | May I change my vote after I have mailed my signed proxy card? |
| A: | Yes. Shareholders may send a later-dated, signed proxy card to Plum at 22021 Fillmore St. #2089, San Francisco, California 94115,
so that it is received by Plum prior to the vote at the Shareholder Meeting (which is scheduled to take place on , 2023) or attend the
Shareholder Meeting in person (which would include presence at the virtual Shareholder Meeting) and vote. Shareholders also may revoke
their proxy by sending a notice of revocation to Plum’s Chief Executive Officer, which must be received by Plum’s Chief Executive
Officer prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank
or another nominee, you must contact your broker, bank or other nominee to change your vote. |
| A: | Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR”
and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension Amendment Proposal
and the Trust Reduction Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled
to vote thereon, and who vote thereon, at the Shareholder Meeting. |
Approval of the Adjournment Proposal requires an ordinary
resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued
Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder
Meeting.
Shareholders who attend the Shareholder Meeting, either
in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will
be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum
is present at the Shareholder Meeting. The presence, in person or by proxy or by duly authorized representative, at the Shareholder Meeting
of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting shall constitute
a quorum for the Shareholder Meeting.
At the Shareholder Meeting, only those votes which are actually
cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Trust Reduction Proposal or the Adjournment
Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Reduction Proposal or the
Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have
no effect on the outcome of such votes.
Abstentions and broker non-votes will be considered present
for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting
and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.
| Q: | If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| A: | If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must
provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided
by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy
card directly to Plum or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain
from your broker, bank or other nominee. |
Under the rules of Nasdaq, brokers who hold shares
in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine”
proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting
discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions
from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters
and therefore, Plum does not expect there to be any broker non-votes at the Shareholder Meeting.
If you are a Plum shareholder holding your shares in “street
name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee
will not vote your shares on the Extension Amendment Proposal, the Trust Reduction Proposal or the Adjournment Proposal. Accordingly,
your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You
should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
| Q: | Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Reduction Proposal
and the Adjournment Proposal? |
| A: | Yes. After careful consideration of the terms and conditions
of each of the Extension Amendment Proposal, the Trust Reduction Proposal and the Adjournment Proposal, the Board has determined that
each of the Extension Amendment Proposal, the Trust Reduction Proposal and the Adjournment Proposal is in the best interests of Plum
and its shareholders. The Board recommends that Plum’s shareholders vote “FOR” the Extension Amendment Proposal, “FOR”
the Trust Reduction Proposal and “FOR” the Adjournment Proposal. |
| Q: | What interests do Plum’s directors and officers have in the approval of the Extension Amendment Proposal? |
| A: | Plum’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition
to, your interests as a shareholder. These interests include, among others, ownership, indirectly through the Sponsor, of Class B
Ordinary Shares and Private Placement Warrants. See the section entitled “Proposal No 1 — The Extension Amendment Proposal
— Interests of the Sponsor and Plum’s Directors and Officers” in this proxy statement. |
| Q: | What interests do Plum’s directors and officers have in the approval of the Trust Reduction Proposal? |
| A: | Plum’s directors and officers have interests in the Trust Reduction Proposal that may be different from, or in addition to,
your interests as a shareholder. These interests include, among others, ownership, indirectly through the Sponsor, of Class B Ordinary
Shares and Private Placement Warrants. See the section entitled “Proposal No 2 — The Trust Reduction Proposal — Interests
of the Sponsor and Plum’s Directors and Officers” in this proxy statement. |
| Q: | Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Trust Reduction Proposal? |
| A: | No. There are no appraisal rights available to Plum’s shareholders in connection with the Extension Amendment Proposal
or the Trust Reduction Proposal. There are no dissenters’ rights available to Plum’s shareholders in connection with the Extension
Amendment Proposal or under Cayman Islands law. However, you may elect to have your shares redeemed in connection with the adoption of
the Extension Amendment Proposal or the Trust Reduction Proposal as described under “How do I exercise my redemption rights”
below. |
| Q: | If I am a Public Warrant (as defined below) holder, can I exercise redemption rights with respect to my Public Warrants? |
| A: | No. The holders of warrants issued in connection with the Initial Public Offering (with a whole warrant representing the right
to acquire one Class A Ordinary Share at an exercise price of $11.50 per share) (the “Public Warrants”) have
no redemption rights with respect to such Public Warrants. |
| Q: | What do I need to do now? |
| A: | You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment
Proposal, Trust Reduction Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible
in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through
a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| Q: | How do I exercise my redemption rights? |
| A: | If you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your Class A Ordinary Shares, you
must: |
| I. | (a) hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through Units and elect to separate your
Units into the underlying Class A Ordinary Shares and Public Warrants prior to exercising your redemption rights with respect to
the Class A Ordinary Shares; and |
| II. | prior to 5:00 p.m., Central Time, on , 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting),
(a) submit a written request to the Transfer Agent that Plum redeem your Class A Ordinary Shares for cash and (b) tender
or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to the Transfer Agent, physically
or electronically through the Depository Trust Company (“DTC”). |
The address of the Transfer Agent is listed under the question
“Who can help answer my questions?” below.
Holders of Units must elect to separate the underlying Class A
Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders
hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units
into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder
must contact the Transfer Agent directly and instruct it to do so.
In connection with the approval of the Extension Amendment
Proposal and the Trust Reduction Proposal, any holder of Class A Ordinary Shares will be entitled to request that their Class A
Ordinary Shares be redeemed for 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 Shareholder Meeting, including interest earned on the funds held in the Trust Account
and not previously released to Plum to pay its taxes, divided by the number of then outstanding Class A Ordinary Shares. As of ,
2023, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $ per
Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which
could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a
situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public shareholders
electing to redeem their Class A Ordinary Shares will be distributed promptly after the Shareholder Meeting.
Any request for redemption, once made by a holder of Class A
Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit
such withdrawal of a redemption request (which it may do in whole or in part). If you tender or deliver your shares (and share certificates
(if any) and other redemption forms) for redemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect
redemption, you may request that Plum instruct the Transfer Agent to return the shares (physically or electronically). You may make such
request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor
such request only if made prior to the deadline for exercising redemption requests.
Any corrected or changed written exercise of redemption
rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent
of the Board. No request for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption
forms) have been tendered or delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Central Time, on ,
2023 (two business days prior to the initially scheduled date of the Shareholder Meeting).
If a holder of Class A Ordinary Shares properly makes
a request for redemption and the Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered
or delivered as described above, then, Plum will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the
Trust Account, calculated as of two business days prior to the Shareholder Meeting. If you are a holder of Class A Ordinary Shares
and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.
| Q: | What are the U.S. federal income tax consequences of exercising my redemption rights? |
| A: | The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances.
Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights,
including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these
redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” |
| Q: | What should I do if I receive more than one set of voting materials for the Shareholder Meeting? |
| A: | You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will
receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your
shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy
card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
| Q: | Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting? |
| A: | Plum will pay the cost of soliciting proxies for the Shareholder Meeting. Plum has engaged Advantage Proxy, Inc. (“Advantage”)
to assist in the solicitation of proxies for the Shareholder Meeting. Plum will also reimburse banks, brokers and other custodians, nominees
and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to
beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and
employees of Plum may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional
amounts for soliciting proxies. |
| Q: | Who can help answer my questions? |
| A: | If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you
should contact: |
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free 877-870-8565
Collect: 206-870-8565
Email: ksmith@advantageproxy.com
You also may obtain additional information about Plum from documents
filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you
are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to tender or deliver your
Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the
Transfer Agent at the address below prior to 5:00 p.m., Central Time, on , 2023 (two business days prior to the initially scheduled
date of the Shareholder Meeting). If you have questions regarding the certification of your position tendering or delivery of your shares,
please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: cstmailproxy@continentalstock.com
EXTRAORDINARY GENERAL MEETING
This proxy statement is being provided to Plum
shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of Plum to be held on ,
2023, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals
on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or
about , 2023, to all shareholders of record of Plum as of , 2023, the Record Date for the Shareholder Meeting. Shareholders of record
who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder
Meeting.
Date, Time and Place of Shareholder Meeting
The Shareholder Meeting will be held
on , 2023, at 11:00 a.m., Central Time, at the offices of Lane & Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and
via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
Shareholders may attend the Shareholder Meeting in person. However,
we encourage you to attend the Shareholder Meeting virtually.
You can pre-register to attend the virtual Shareholder
Meeting starting , 2023, at 11:00 a.m., Central Time (three business days prior to the meeting date). Enter the URL address into your
browser https:// https://www.cstproxy.com/plumacquisitioncorpi/2023, enter your control number, name and email address. Once you pre-register
you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control
number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.
Shareholders who hold their investments through
a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting
you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue
you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to
receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow
up to 72 hours prior to the meeting for processing your control number.
If you do not have access to the Internet, you can listen only to the
meeting by dialing1-800-450-7155 (toll-free) within the U.S. and Canada or 1-857-999-9155 if you are located outside the United States
and Canada (standard rates apply)) and when prompted enter the Conference ID 6019782#. Please note that you will not be able to vote or
ask questions at the Shareholder Meeting if you choose to participate telephonically.
The Proposals at the Shareholder Meeting
At the Shareholder Meeting, Plum shareholders will
consider and vote on the following proposals:
| 7. | Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Plum’s Memorandum
and Articles of Association to extend the date (the “Termination Date”) by which Plum has to consummate a business
combination (the “Articles Extension”) from August 18, 2023 (the “Original Termination Date”) to
December 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 six times by an additional one month each
time after the Articles Extension Date (or such shorter period as necessary to comply with applicable listing requirements), by resolution
of Plum’s board of directors (the “Board”), if requested by Plum Partners, LLC, (the “Sponsor”),
and upon five days advance notice prior to the applicable Termination Date, until June 18, 2024 (each, an “Additional Articles
Extension Date”), or a total of up to eighteen months after the Original Termination Date, unless the closing of a business
combination shall have occurred prior thereto (the “Extension Amendment Proposal”); |
| 8. | Proposal No. 2 — Trust Reduction Proposal
— To authorize, by way of special resolution, a reduction in the Trust Account (as defined below) to an amount equal
to $ (the “Trust Reduction”), which amount will be used to compulsorily redeem up to 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; and |
| 9. | Proposal No. 3 — Adjournment Proposal — To adjourn, by way of ordinary resolution, the Shareholder Meeting
to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B
ordinary shares, par value $0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension
Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles
Extension such that Plum would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”)
(the “Adjournment Proposal”). |
If the Extension Amendment Proposal is approved
and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender will make
a deposit into the Trust Account of the lesser of (A) $135,000 or (B) $0.0765 for each Public Share (as defined below) remaining after
the Redemption, in exchange for one or more non-interest bearing, unsecured promissory notes issued by Plum to the Lender. In addition,
if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Plum has not consummated
a Business Combination by December 18, 2023, without approval of Plum’s public shareholders, Plum may, by resolution of the Board,
if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination
Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination, or
such shorter period as necessary to comply with applicable listing requirements), provided that the Lender will deposit into the Trust
Account for each such monthly extension, the lesser of (A) $45,000 or (B) $0.0225 for each Public Share remaining after the Redemption,
in exchange for a non-interest bearing, unsecured promissory note issued by Plum to the Lender. If Plum completes a Business Combination,
it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned
under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants. If Plum does not complete
a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.
Voting Power; Record Date
As a shareholder of Plum, you have a right to vote
on certain matters affecting Plum. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked
to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the
Shareholder Meeting if you owned Ordinary Shares at the close of business on , 2023, which is the Record Date for the Shareholder Meeting.
You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are
held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure
that votes related to the shares you beneficially own are properly counted. On the Record Date, there were issued and outstanding Ordinary
Shares, of which Class A Ordinary Shares are held by Plum public shareholders and Class B Ordinary Shares are held by the Initial Shareholders.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE PROPOSALS
Quorum
The presence (which would include presence at the
virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares at the Shareholder Meeting
constitutes a quorum at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing
a quorum. The Initial Shareholders, who own 20.0% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards
this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, an additional Ordinary
Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
Abstentions and Broker Non-Votes
Abstentions and broker non-votes will be considered
present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder
Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Shareholder Meeting.
Under Nasdaq rules, if a shareholder holds their
shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or
other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion
on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion
on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a
bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting,
(ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other
nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner
fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.
We believe that all of the proposals to be voted
on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank,
brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Shareholder Meeting without your
instruction.
Because all of the proposals to be voted on at
the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any
proposals unless instructed, so Plum does not expect there to be any broker non-votes at the Shareholder Meeting.
Vote Required for Approval
The approval of each of the Extension Amendment
Proposal and the Trust Reduction Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least
a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting together as a single class, who are
present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an
ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders
of the issued Ordinary Shares, voting together as a single class, who are present in person or represented by proxy and entitled to vote
thereon, and who vote thereon, at the Shareholder Meeting.
The Initial Shareholders intend to vote all of
their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the
Initial Shareholders own 20.0% of the issued and outstanding Ordinary Shares.
The following table reflects the number of additional
Public Shares required to approve each proposal:
| | |
| |
Number of Additional Public Shares
Required To Approve Proposal |
| Proposal | |
Approval Standard | |
If Only Quorum is
Present and All
Present Shares Cast
Votes | |
If All Shares Are
Present and All
Present Shares Cast
Votes |
| Extension Amendment Proposal | |
Special Resolution | |
4,402,876 | |
8,805,751 |
| Trust Reduction Proposal | |
Special Resolution | |
4,402,876 | |
8,805,751 |
| Adjournment Proposal | |
Ordinary Resolution | |
3,302,157 | |
6,604,313 |
Voting Your Shares
If you were a holder of record of Ordinary Shares
as of the close of business on , 2023, the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person
or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are
in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly
counted.
There are three ways to vote your Ordinary Shares
at the Shareholder Meeting:
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the
individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend
the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts.
Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m.,
Central Time, on , 2023.
Voting
in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot
at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you
have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to
ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder
of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you
will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.
Voting
Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting and entering the control number found on your proxy card, voting instruction form
or notice included in the proxy materials.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time
before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:
| · | you may send another proxy card with a later date; |
| · | you may notify Plum’s Chief Executive Officer in writing to Plum Acquisition Corp. I, 22021 Fillmore St. #2089, San Francisco,
California 94115, before the Shareholder Meeting that you have revoked your proxy; or |
| · | you may attend the Shareholder Meeting, revoke your proxy, and vote in person, as indicated above. |
No Additional Matters
The Shareholder Meeting has been called only to
consider and vote on the approval of the Extension Amendment Proposal, the Trust Reduction Proposal and the Adjournment Proposal. Under
the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Shareholder Meeting, no other
matters may be considered at the Shareholder Meeting if they are not included in this proxy statement, which serves as the notice of the
Shareholder Meeting.
Who Can Answer Your Questions about Voting
If you are a Plum shareholder and have any questions
about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., our proxy solicitor, by
calling 877-870-8565 (toll-free), or banks and brokers can call 206-870-8565, or by emailing ksmith@advantageproxy.com.
Redemption Rights
Pursuant to the Memorandum and Articles of Association,
holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether
they abstain from voting on, the Extension Amendment Proposal or the Trust Reduction Proposal. In connection with the approval of the
Class B-4 Units and the Trust Reduction Proposal, any shareholder holding Class A Ordinary Shares may demand that Plum redeem such shares
for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share as of , 2023, the most recent practicable
date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly
seeks redemption as described in this section, Plum will redeem these shares for a pro rata portion of funds deposited in the Trust Account
and the holder will no longer own these shares following the Shareholder Meeting.
As a holder of Class A Ordinary Shares, you will be
entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold Class A Ordinary Shares; |
| (ii) | submit a written request to Continental, Plum’s transfer agent, in which you (i) request that Plum redeem all or a portion
of your Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the Class A Ordinary Shares
and provide your legal name, phone number and address; and |
| (iii) | tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to Continental, Plum’s
transfer agent, physically or electronically through DTC. |
Holders must complete the procedures for electing
to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Central Time, on , 2023 (two business
days before the initially scheduled date of the Shareholder Meeting) (the “Redemption Deadline”), in order for their
shares to be redeemed.
The redemption rights include the requirement that
a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in
order to validly redeem its shares.
If you hold your shares in “street name,”
you will have to coordinate with your broker to have your shares certificated or tendered/delivered electronically. Shares of Plum that
have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There
is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through
DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or
not to pass this cost on to the redeeming shareholder.
Any request for redemption, once made by a holder
of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion)
to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption
rights must be received by Continental, Plum’s transfer agent, at least two business days prior to the initially scheduled date
of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share
certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental,
Plum’s transfer agent, prior to 5:00 p.m., Central Time, on , 2023 (two business days before the initially scheduled date of the
Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder,
together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934 (the “Exchange Act”)),
will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary
Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert
or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15%
limit would not be redeemed for cash, without our prior consent.
The closing price of Class A Ordinary Shares
on , 2023, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the
Trust Account on , 2023 (the most recent practicable date prior to the date of this proxy statement), was approximately $ (including
interest not previously released to Plum to pay its taxes) ($ per Class A Ordinary Share). The Redemption price per share
will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to Plum to pay its taxes two business days prior to the initially scheduled date of the Shareholder
Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may
receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the
market price per share is higher than the redemption price. Plum cannot assure its shareholders that they will be able to sell their Class A
Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may
not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary Shares exercises
his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will
no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering
or delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Plum’s
transfer agent two business days prior to the initially scheduled date of the Shareholder Meeting.
For a discussion of certain material U.S. federal
income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S.
Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular
shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax
advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S.
federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Appraisal Rights and Dissenters’ Rights
There are no appraisal rights available to Plum’s
shareholders in connection with the Extension Amendment Proposal or the Trust Reduction Proposal. There are no dissenters’ rights
available to Plum’s shareholders in connection with the Extension Amendment Proposal or the Trust Reduction Proposal under Cayman
Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension
Amendment Proposal and the Trust Reduction Proposal, as described under “Redemption Rights” above.
Proxy Solicitation Costs
Plum is soliciting proxies on behalf of the Board.
This proxy solicitation is being made by mail, but also may be made by telephone or in person. Plum has engaged Advantage Proxy, Inc.
to assist in the solicitation of proxies for the Shareholder Meeting. Plum and its directors, officers and employees may also solicit
proxies in person. Plum will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the
related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
Plum will bear the entire cost of the proxy solicitation,
including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Plum
will pay Advantage Proxy, Inc. an approximate fee of $7,500, plus reasonable out-of-pocket expenses, and indemnify Advantage Proxy, Inc.
and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Plum’s proxy solicitor.
Plum will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement
and the related proxy materials to Plum shareholders. Directors, officers and employees of Plum who solicit proxies will not be paid any
additional compensation for soliciting.
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT
PROPOSAL
Overview
Plum is proposing to amend its Memorandum and Articles
of Association to extend the date by which Plum has to consummate a Business Combination to the Articles Extension Date so as to give
Plum additional time to complete a Business Combination.
Without the Articles Extension, Plum believes that
Plum will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Plum would be forced
to liquidate.
As contemplated by the Memorandum and Articles
of Association, the holders of Plum’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for
their pro rata portion of the funds held in the Trust Account if the Articles Extension is implemented.
On , 2023, the most recent practicable date prior
to the date of this proxy statement, the redemption price per share was approximately $ , based on the aggregate amount on deposit
in the Trust Account of approximately $ as of , 2023 (including interest not previously released to Plum to pay its taxes), divided
by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Plum
to pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A
Ordinary Shares on Nasdaq on 2023, was $ . Accordingly, if the market price of the Class A Ordinary Shares were to remain
the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately
the same consideration per share than if the shares were sold in the open market (based on the per share redemption price as of , 2023).
Plum cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market
price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such
shareholders wish to sell their shares. Plum believes that such redemption right enables its public shareholders to determine whether
to sustain their investments for an additional period if Plum does not complete a Business Combination on or before the Termination Date.
Reasons for the Extension Amendment Proposal
Plum’s Memorandum and Articles of Association
(as further updated via Board action) provides that Plum has until August 18, 2023, to complete a Business Combination. Plum and
its officers and directors agreed that they would not seek to amend Plum’s Memorandum and Articles of Association to allow for a
longer period of time to complete a Business Combination unless Plum provided holders of its Public Shares with the right to seek redemption
of their Public Shares in connection therewith. The Board believes that it is in the best interests of Plum shareholders that the Articles
Extension be obtained so that Plum will have an additional amount of time to consummate a Business Combination. Without the Articles Extension,
Plum believes that Plum will not be able to complete a Business Combination on or before August 18, 2023. If that were to occur,
Plum would be forced to liquidate.
The Extension Amendment Proposal is essential to
allowing Plum additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition to the
implementation of the Articles Extension. Plum will not proceed with the Articles Extension unless Plum will have at least $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions. Plum may elect not to proceed with Articles Extension if the Trust Reduction Proposal is not approved, in which case the existing Termination
Date would continue to apply.
If the Extension Amendment Proposal is approved
and the Articles Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender will make
a deposit into the Trust Account of the lesser of (A) $135,000 or (B) $0.0675 for each Public Share (as defined below) remaining after
the Redemption, in exchange for one or more non-interest bearing, unsecured promissory notes issued by Plum to the Lender. In addition,
if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Plum has not consummated
a Business Combination by December 18, 2023, without approval of Plum’s public shareholders, Plum may, by resolution of the Board,
if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination
Date up to six times, each by one additional month (for a total of up to six additional months to complete a Business Combination, or
such shorter period as necessary to comply with applicable listing requirements), provided that the Lender will deposit into the Trust
Account for each such monthly extension, the lesser of (A) $45,000 or (B) $0.0225 for each Public Share remaining after the Redemption,
in exchange for a non-interest bearing, unsecured promissory note issued by Plum to the Lender. If Plum completes a Business Combination,
it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned
under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants. If Plum does not complete
a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven.
If the Extension Amendment Proposal is Not Approved
If there are insufficient votes to approve the
Extension Amendment Proposal, Plum may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes
in support of the Articles Extension.
If the Extension Amendment Proposal is not approved,
and a Business Combination is not completed on or before the Termination Date, Plum 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 Plum (less taxes payable and 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 liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of Plum’s remaining shareholders and the Board,
liquidate and dissolve, subject in each case to Plum’s obligations under Cayman Islands law to provide for claims of creditors and
to requirements of other applicable law. There will be no distribution from the Trust Account with respect to Plum’s warrants, which
will expire worthless in the event Plum dissolves and liquidates the Trust Account.
In the event of a liquidation, the Sponsor will
not receive any monies held in the Trust Account as a result of its ownership of 7,980,409 Class B Ordinary Shares (as defined
below) which were issued to the Sponsor prior to the Initial Public Offering, and 6,256,218 Private Placement Warrants, which were purchased
by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence,
a liquidating distribution will be made only with respect to the Public Shares.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved,
Plum will continue to attempt to consummate a Business Combination until the Articles Extension Date. Plum will procure that all filings
required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal are made
and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate the closing
of a Business Combination on or before the Articles Extension Date.
If the Extension Amendment Proposal is
approved and the Articles Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion
of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust
Account and increase the percentage interest of Plum held by the Initial Shareholders. Plum will not proceed with the Articles
Extension unless Plum will have at least $5,000,001 of net tangible assets upon its implementation of the Articles Extension, after
taking into account the Redemptions. Plum may elect not to proceed with Articles Extension if the Trust Reduction Proposal is not approved, in which case the existing Termination
Date would continue to apply.
If the requisite proposals are approved at the Shareholder Meeting, the Sponsor, as the sole holder of shares of Class B Ordinary Shares,
has agreed to convert all of its shares of Class B Ordinary Shares to shares of Class A Ordinary Shares, on a one-for-one basis, in accordance
with our Memorandum and Articles of Association, upon the implementation of the Articles Extension (collectively, the “Class B Conversion”). The Class B Conversion would be
effected prior to the redemption of any public shares in connection with the implementation of the Articles Extension and would result
in an additional 7,980,409 shares of Class A Ordinary Shares outstanding. Notwithstanding the Class B Conversion, the Sponsor, as well
as the Company’s officers and directors, will be not entitled to receive any funds held in the trust account with respect to any
shares of Class A Ordinary Shares issued to such holders as a result of the Class B Conversion and no additional amounts will be deposited
into the trust account in respect of shares of Class A Ordinary Shares held by the Sponsor.
Interests of the Sponsor and Plum’s Directors and Officers
When you consider the recommendation of the Board,
Plum shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers
of Plum have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered
these interests, among other matters, in recommending to Plum shareholders that they approve the Extension Amendment Proposal. Plum shareholders
should take these interests into account in deciding whether to approve the Extension Amendment Proposal:
| · | the fact that the Sponsor paid $9,384,327 for 6,256,218 Private Placement Warrants, each of which is exercisable commencing 30 days
following the closing of a Business Combination for one Class A Ordinary Share at $11.50 per share; if the Extension Amendment Proposal
is not approved and we do not consummate a Business Combination by August 18, 2023, then the proceeds from the sale of the Plum Private
Placement Warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be
worthless; |
| · | the fact that the Initial Shareholders, including the Sponsor (and certain of Plum’s officers and directors who are members
of the Sponsor), have invested in Plum an aggregate of $9,409,327, comprised of the $25,000 purchase price for 7,980,409 Class B
Ordinary Shares (following a forfeiture of an aggregate of 644,591 Class B Ordinary Shares in May 2021) and the $9,384,327 purchase
price for 6,256,218 Private Placement Warrants. Assuming a trading price of $ per Class A Ordinary Share (based upon the closing
price of the Class A Ordinary Shares on Nasdaq on , 2023), the 7,980,409 Class B Ordinary Shares held by the Initial Shareholders
would have an implied aggregate market value of $ . Even if the trading price of the shares of Class A Ordinary Shares were as
low as $1.18 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of
the Private Placement Warrants) would be approximately equal to the initial investment in Plum by the Initial Shareholders. As a result,
if a Business Combination is completed, the Initial Shareholders are likely to be able to make a substantial profit on their investment
in Plum at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal
is not approved and Plum liquidates without completing a Business Combination before August 18, 2023, the Initial Shareholders will
lose their entire investment in Plum; |
| · | the fact that the Initial Shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder
vote to approve a Business Combination or the Extension Amendment Proposal; |
| · | the fact that the Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and Plum fails
to complete a Business Combination by August 18, 2023; |
| · | the indemnification of Plum’s existing directors and officers and the liability insurance maintained by Plum; |
| · | the fact that the Sponsor and Plum’s officers and directors will lose their entire investment in Plum and will not be reimbursed
for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination
is not consummated by August 18, 2023. As of the date of this proxy statement there are loans extended, fees due or outstanding out-of-pocket
expenses amounting in the aggregate of $1,250,000 for which the Sponsor and Plum’s officers and directors are awaiting reimbursement;
and |
| · | the fact that if the Trust Account is liquidated, including in the event Plum is unable to complete an initial business combination
within the required time period, Sponsor has agreed to indemnify Plum to ensure that the proceeds in the Trust Account are not reduced
below $10.00 per Plum public share, or such lesser per public share amount as is in the Trust Account on the Termination Date, by the
claims of prospective target businesses with which Plum has entered into an acquisition agreement or claims of any third party for services
rendered or products sold to Plum, but only if such a vendor or target business has not executed a waiver of any and all rights to seek
access to the Trust Account. |
Redemption Rights
Pursuant to the Memorandum and Articles of Association,
holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether
they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal, any shareholder holding
Class A Ordinary Shares may demand that Plum redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative
purposes, was $ per share as of , 2023), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks
redemption as described in this section, Plum will redeem these shares for a pro rata portion of funds deposited in the Trust Account
and the holder will no longer own these shares following the Shareholder Meeting. However, Plum will not proceed with the Extension Amendment
Proposal unless Plum will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after
taking into account Redemptions. Plum may elect not to proceed with Articles Extension if the Trust Reduction Proposal is not approved,
in which case the existing Termination Date would continue to apply.
As a holder of Class A Ordinary Shares, you
will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold Class A Ordinary Shares; |
| (ii) | submit a written request to Continental, Plum’s transfer agent, in which you (i) request that Plum redeem all or a portion
of your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) for cash, and (ii) identify yourself
as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and |
| (iii) | tender or deliver your Class A Ordinary Shares to Continental, Plum’s transfer agent, physically or electronically through
DTC. |
Holders must complete the procedures for electing
to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Central Time, on , 2023 (two business
days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that
a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in
order to validly redeem its shares.
If you hold the shares in “street name,”
you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Plum that have not
been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal
cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC
system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this
cost on to the redeeming shareholder.
Any request for redemption, once made by a holder
of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion)
to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption
rights must be received by Continental, Plum’s transfer agent, at least two business days prior to the initially scheduled date
of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share
certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental,
Plum’s transfer agent, prior to 5:00 p.m., Central Time, on , 2023 (two business days before the initially scheduled date of the
Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder,
together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A
Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering,
without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15%
of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without
our prior consent.
The closing price of Class A Ordinary Shares
on , 2023, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the
Trust Account on , 2023 (the most recent practicable date prior to the date of this proxy statement) was approximately $ (including interest not previously released to Plum to pay its taxes) ($ per Class A Ordinary Share). The Redemption price
per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to Plum to pay its taxes two business days prior to the Shareholder Meeting. Prior to
exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds
from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share
is higher than the redemption price. Plum cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares
in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient
liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary Shares exercises
his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary Shares for cash and will no longer
own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering/delivering
your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Plum’s transfer
agent two business days prior to the initially scheduled date of the Shareholder Meeting.
Vote Required for Approval
The approval of the Extension Amendment Proposal
requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes
cast by the holders of the issued Ordinary Shares, voting together as a single class, who are present in person or represented by proxy
and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Abstentions and broker non-votes will be considered present
for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting
and therefore will have no effect on the approval of the Extension Amendment Proposal.
As of the date of this proxy statement, the Initial
Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. As of the date hereof,
the Initial Shareholders own 20.0% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares but may do so
at any time. As a result, in addition to the Initial Shareholders, approval of the Extension Amendment Proposal will require the affirmative
vote of at least Ordinary Shares held by public shareholders (or approximately % of the Class A Ordinary Shares) if all Ordinary Shares
are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least Ordinary Shares held by public shareholders
(or approximately % of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder
Meeting and cast votes.
Resolution
The full text of the resolution to be voted upon
is as follows:
“RESOLVED, as a special resolution
that:
| a) | Article 49.7 of Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced
with the following new Article 49.7: |
“In the event that the Company does not consummate
a Business Combination upon the date which is the later of (i) 18 December 2023 (or 18 March 2024, if applicable under
the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles
(in any case, such date being referred to as the “Termination Date”), the Company shall (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 (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish
public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,
liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other
requirements of Applicable Law.
Notwithstanding the foregoing or any other
provisions of the Articles, in the event that the Company has not consummated a Business Combination within twenty-seven months from the
closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination
on a monthly basis for up to nine times by an additional one month each time after the twenty-seventh month from the closing of the IPO,
by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable
Termination Date, until thirty-nine months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members
or third-party designees) (the “Lender”) will deposit into the Trust Account for each such monthly extension, the lesser
of (i) US$45,000 or (ii) US$0.0225 for each Public Share that is then outstanding, for an aggregate deposit of up to US$135,000 or US$0.0675
for each Public Share that is then outstanding (if all nine additional monthly extensions are exercised), in exchange for a non-interest
bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the
option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such
promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of
the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid
only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| b) | Article 49.8(a) of Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.8(a): |
“to modify the substance or timing of the
Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public
Shares if the Company does not consummate a Business Combination within thirty-three months (or up to thirty-nine months, if
applicable under the provisions of Article 49.7) from the consummation of the IPO;”
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT PLUM SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE EXTENSION AMENDMENT PROPOSAL.
PROPOSAL NO. 2 — THE TRUST REDUCTION PROPOSAL
Overview
Plum is proposing the Trust Reduction Proposal
to reduce its cash outlay in connection with any proposed extensions of the Termination Date, in order to preserve capital in furtherance
of the pursuit costs of a Business Combination.
Reasons for the Trust Reduction Proposal
The purpose of the Trust Reduction Proposal is
to reduce the outstanding number of Public Shares, and thereby reduce the amount payable in connection with the Extension Amendment Proposal,
which is anticipated to free up resources for the further pursuit of a Business Combination.
If the Trust Reduction Proposal is approved, Plum
will reduce the size of the Trust Account to $ , returning capital relating thereto to holders of Plum’s Class A Ordinary
Shares.
If the Trust Reduction Proposal is Not Approved
If there are insufficient votes to approve the
Trust Reduction Proposal, Plum may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes
in support of the Trust Reduction.
If the Trust Reduction Proposal is not approved
at the Shareholder Meeting or at any adjournment thereof then the Trust Reduction will not be implemented and if a Business Combination
is not completed on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association,
Plum 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 Plum
(less taxes payable and 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 liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of Plum’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Plum’s obligations
under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution
from the Trust Account with respect to Plum’s warrants, which will expire worthless in the event Plum dissolves and liquidates the
Trust Account.
The Initial Shareholders have waived their rights
to participate in any liquidation distribution with respect to the 7,980,409 Class B Ordinary Shares held by them.
Interests of the Sponsor and Plum’s Directors and Officers
When you consider the recommendation of the Board,
Plum shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers
of Plum have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered
these interests, among other matters, in recommending to Plum shareholders that they approve the Trust Reduction Proposal. Plum shareholders
should take these interests into account in deciding whether to approve the Trust Reduction Proposal:
| · | the fact that the Sponsor paid $9,384,327 for 6,256,218 Private Placement Warrants, each of which is exercisable commencing 30 days
following the closing of a Business Combination for one Class A Ordinary Share at $11.50 per share; if the Extension Amendment Proposal
is not approved and we do not consummate a Business Combination by August 18, 2023, then the proceeds from the sale of the Plum Private
Placement Warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be
worthless; |
| · | the fact that the Initial Shareholders, including the Sponsor (and certain of Plum’s officers and directors who are members
of the Sponsor), have invested in Plum an aggregate of $9,409,327, comprised of the $25,000 purchase price for 7,980,409 Class B
Ordinary Shares (following a forfeiture of an aggregate of 644,591 Class B Ordinary Shares in May 2021) and the $9,384,327 purchase
price for 6,256,218 Private Placement Warrants. Assuming a trading price of $ per Class A Ordinary Share (based upon the closing
price of the Class A Ordinary Shares on Nasdaq on , 2023), the 7,980,409 Class B Ordinary Shares held by the Initial Shareholders
would have an implied aggregate market value of $ . Even if the trading price of the shares of Class A Ordinary Shares were as
low as $1.18 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of
the Private Placement Warrants) would be approximately equal to the initial investment in Plum by the Initial Shareholders. As a result,
if a Business Combination is completed, the Initial Shareholders are likely to be able to make a substantial profit on their investment
in Plum at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal
is not approved and Plum liquidates without completing a Business Combination before August 18, 2023, the Initial Shareholders will
lose their entire investment in Plum; |
| · | the fact that the Initial Shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder
vote to approve a Business Combination or the Extension Amendment Proposal; |
| · | the fact that the Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and Plum fails
to complete a Business Combination by August 18, 2023; |
| · | the indemnification of Plum’s existing directors and officers and the liability insurance maintained by Plum; |
| · | the fact that the Sponsor and Plum’s officers and directors will lose their entire investment in Plum and will not be reimbursed
for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination
is not consummated by August 18, 2023. As of the date of this proxy statement there are loans extended, fees due or outstanding out-of-pocket
expenses amounting in the aggregate of $1,250,000 for which the Sponsor and Plum’s officers and directors are awaiting reimbursement;
and |
| · | the fact that if the Trust Account is liquidated, including in the event Plum is unable to complete an initial business combination
within the required time period, Sponsor has agreed to indemnify Plum to ensure that the proceeds in the Trust Account are not reduced
below $10.00 per Plum public share, or such lesser per public share amount as is in the Trust Account on the Termination Date, by the
claims of prospective target businesses with which Plum has entered into an acquisition agreement or claims of any third party for services
rendered or products sold to Plum, but only if such a vendor or target business has not executed a waiver of any and all rights to seek
access to the Trust Account. |
Redemption Rights
Pursuant to the Memorandum and Articles of Association,
holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether
they abstain from voting on, the Trust Reduction Proposal. In connection with the Trust Reduction Proposal, any shareholder holding Class A
Ordinary Shares may demand that Plum redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes,
was $ per share as of , 2023), calculated as of two business days prior to the Shareholder Meeting. If a holder
properly seeks redemption as described in this section, Plum will redeem these shares for a pro rata portion of funds deposited in the
Trust Account and the holder will no longer own these shares following the Shareholder Meeting. However, Plum will not proceed with the
Trust Reduction Proposal unless Plum will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal, after taking into account Redemptions. Plum may elect not to proceed with Articles Extension if the Trust Reduction Proposal is not approved, in which case the existing Termination Date would continue to apply.
As a holder of Class A Ordinary Shares, you
will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
| (i) | hold Class A Ordinary Shares; |
| (ii) | submit a written request to Continental, Plum’s transfer agent, in which you (i) request that Plum redeem all or a portion
of your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) for cash, and (ii) identify yourself
as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and |
| (iii) | tender or deliver your Class A Ordinary Shares to Continental, Plum’s transfer agent, physically or electronically through
DTC. |
Holders must complete the procedures for electing
to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Central Time, on , 2023 (two business
days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that
a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in
order to validly redeem its shares.
If you hold the shares in “street name,”
you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Plum that have not
been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal
cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC
system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this
cost on to the redeeming shareholder.
Any request for redemption, once made by a holder
of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion)
to permit such withdrawal of a redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption
rights must be received by Continental, Plum’s transfer agent, at least two business days prior to the initially scheduled date
of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share
certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental,
Plum’s transfer agent, prior to 5:00 p.m., Central Time, on , 2023 (two business days before the initially scheduled date of the
Shareholder Meeting).
Notwithstanding the foregoing, a public shareholder,
together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A
Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering,
without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15%
of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without
our prior consent.
The closing price of Class A Ordinary Shares
on , 2023, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the
Trust Account on , 2023 (the most recent practicable date prior to the date of this proxy statement) was approximately $ (including interest not previously released to Plum to pay its taxes) ($ per Class A Ordinary Share). The Redemption price
per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to Plum to pay its taxes two business days prior to the Shareholder Meeting. Prior to
exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds
from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share
is higher than the redemption price. Plum cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares
in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient
liquidity in its securities when its shareholders wish to sell their shares.
If a holder of Class A Ordinary Shares exercises
his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary Shares for cash and will no longer
own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering/delivering
your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Plum’s transfer
agent two business days prior to the initially scheduled date of the Shareholder Meeting.
Vote Required for Approval
The approval of the Trust Reduction Proposal requires
a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by
the holders of the issued Ordinary Shares, voting together as a single class, who are present in person or represented by proxy and entitled
to vote thereon, and who vote thereon, at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the
purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and
therefore will have no effect on the approval of the Trust Reduction Proposal.
As of the date of this proxy statement, the Initial
Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Trust Reduction Proposal. As of the date hereof, the
Initial Shareholders own 20.0% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares but may do so at
any time. As a result, in addition to the Initial Shareholders, approval of the Trust Reduction Proposal will require the affirmative
vote of at least Ordinary Shares held by public shareholders (or approximately % of the Class A Ordinary Shares) if all Ordinary Shares
are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least Ordinary Shares held by public shareholders
(or approximately % of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder
Meeting and cast votes.
Resolution
The full text of the resolution to be voted upon
is as follows:
“RESOLVED, as a special resolution
that:
as a special resolution that, pursuant
to Article 18.3(d) of Plum’s Amended and Restated Memorandum and Articles of Association, the capital redemption reserve
fund held in the Trust Account be reduced to an aggregate amount of $ .
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT PLUM SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE TRUST REDUCTION PROPOSAL.
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal asks shareholders to approve
the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes to approve the Extension
Amendment Proposal and the Trust Reduction Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares
in connection with the Extension Amendment Proposal or the Trust Reduction Proposal such that Plum would not adhere to the continued listing
requirements of Nasdaq.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by
Plum’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated
votes, there are insufficient votes to approve the Extension Amendment Proposal and the Trust Reduction Proposal or to allow public shareholders
time to reverse their redemption requests in connection with the Extension Amendment Proposal or the Trust Reduction Proposal. In such
events, Extension Amendment Proposal and the Trust Reduction Proposal would not be implemented.
Vote Required for Approval
The approval of the Adjournment Proposal requires
an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders
of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon,
and who vote thereon, at the Shareholder Meeting. Abstentions, and broker non-votes will be considered present for the purposes of establishing
a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no
effect on the approval of the Adjournment Proposal.
As of the date of this proxy statement, the Initial
Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the date hereof, the Initial
Shareholders own 20.0% of the issued and outstanding Ordinary Shares and have not purchased any public shares but may do so at any time.
As a result, in addition to the Initial Shareholders, approval of the Adjournment Proposal will require the affirmative vote of at least
Ordinary Shares held by public shareholders (or approximately % of the Class A Ordinary Shares) if all Ordinary Shares are represented
at the Shareholder Meeting and cast votes, and the affirmative vote of at least Ordinary Shares held by public shareholders (or approximately
% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting
and cast votes.
Resolution
The full text of the resolution to be voted upon
is as follows:
“RESOLVED, as an ordinary resolution, that the
adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value
$0.0001 per share (the “Public Shares”) and Class B ordinary shares, par value $0.0001 per share in the capital of Plum
represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Trust Reduction Proposal or (ii) if
the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Trust
Reduction Proposal such that Plum would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC.”
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT PLUM SHAREHOLDERS
VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of certain
material U.S. federal income tax considerations for Redeeming U.S. Holders and Redeeming Non-U.S. Holders (each as defined below) of Public
Shares that elect to have their Public Shares redeemed for cash if the Extension Amendment Proposal and the Trust Reduction Proposal is
approved. This section applies only to investors that hold Public Shares as capital assets for U.S. federal income tax purposes (generally,
property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a
particular shareholder in light of its particular circumstances or status, including:
| · | financial institutions or financial services entities; |
| · | taxpayers that are subject to the mark-to-market accounting rules; |
| · | governments or agencies or instrumentalities thereof; |
| · | tax-qualified retirement plans; |
| · | regulated investment companies or real estate investment trusts; |
| · | expatriates or former long-term residents or citizens of the United States; |
| · | persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the
total value of all classes of our shares; |
| · | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive
plans or otherwise as compensation; |
| · | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated
or similar transaction; |
| · | persons subject to the alternative minimum tax; |
| · | persons whose functional currency is not the U.S. dollar; |
| · | controlled foreign corporations; |
| · | corporations that accumulate earnings to avoid U.S. federal income tax; |
| · | “qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code) and entities whose interests
are held by qualified foreign pension funds; |
| · | accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; |
| · | foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation
Section 1.367(b)-3(b)(1)(ii); |
| · | passive foreign investment companies or their shareholders; or |
| · | Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below). |
This discussion is based on current U.S. federal
income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S.
federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income
tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. Plum has not sought, and
Plum does not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax considerations
described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can
be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy
of the statements in this discussion.
This discussion does not consider the U.S. federal
income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S.
federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities
through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal income tax treatment
of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities
of such investor and such Flow-Through Entity.
If you hold our securities through a Flow-Through
Entity, we urge you to consult your tax advisor.
THE FOLLOWING IS FOR INFORMATIONAL PURPOSES
ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF EXERCISING REDEMPTION
RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For purposes of this discussion, because any unit
consisting of one Class A Ordinary Share and one third of one warrant (with a whole warrant representing the right to acquire one
Class A Ordinary Share) is separable at the option of the holder, Plum is treating any Class A Ordinary Share and one third
of one warrant to acquire one Class A Ordinary Share held by a holder in the form of a single unit as separate instruments and is
assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the cancellation or separation of the units
in connection with the exercise of redemption rights generally should not be a taxable event for U.S. federal income tax purposes. This
position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary
position.
Certain U.S. Federal Income Tax Considerations to U.S. Shareholders
This section is addressed to Redeeming U.S. Holders
(as defined below) of Plum’s Public Shares that elect to have their Public Shares redeemed for cash as described in the section
entitled “Proposal No. 1 —The Extension Amendment Proposal – Redemption Rights” and “Proposal
No. 2 — The Trust Reduction Proposal – Redemption Rights.” For purposes of this discussion, a “Redeeming
U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S. federal income tax purposes:
| · | an individual citizen or resident of the United States; |
| · | a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized
(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
| · | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| · | any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United
States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has
a valid election in place to be treated as a United States person. |
Tax Treatment of the Redemption — In General
Subject to the passive foreign investment company
(“PFIC”) rules discussed below under the heading “— Passive Foreign Investment Company Rules,”
the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash
in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of the Public Shares redeemed
under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as
a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in
an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or
loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital
gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds
one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally
will equal the cost of such shares.
The redemption generally will qualify as a sale
of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder,
(ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in Plum or (iii) is “not
essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.
For purposes of such tests, a Redeeming U.S. Holder
takes into account not only shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such
Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to Public Shares owned directly, Public Shares owned
by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming
U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include
shares which could be acquired pursuant to the exercise of the Public Warrants.
The redemption generally will be “substantially
disproportionate” with respect to a Redeeming U.S. Holder if the percentage of Plum’s outstanding voting shares that such
Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of Plum’s
outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such
Redeeming U.S. Holder immediately after the redemption actually and constructively owns less than 50 percent of the total combined voting
power of Plum. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the shares
directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned by such Redeeming
U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules,
the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares.
The redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming
U.S. Holder’s proportionate interest in Plum. Whether the redemption will result in a “meaningful reduction” in such
Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has
indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly
held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the above tests is satisfied, the redemption
will be treated as a distribution with respect to the shares under Section 302 of the Code, in which case the Redeeming U.S. Holder
will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income
tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction
generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Assuming Plum is a PFIC
(as discussed below under “— Passive Foreign Investment Company Rules,”) such dividends will be taxable to an
individual Redeeming U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received
from a “qualified foreign corporation.” Distributions in excess of current and accumulated earnings and profits will constitute
a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis
in such Redeeming U.S. Holder’s public shares. Any remaining excess will be treated as gain realized on the sale or other disposition
of such Redeeming U.S. Holder’s public shares. After the application of those rules, any remaining tax basis of the Redeeming U.S.
Holder in the redeemed public shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining public shares,
or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other shares constructively
owned by it.
ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE
OF REDEMPTION RIGHTS.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be
a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata
share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income,
or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value
and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own
at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends,
interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the
disposition of assets giving rise to passive income.
Because Plum is a blank check company with no current
active business, based upon the composition of its income and assets, and upon a review of its financial statements, Plum believes that
it likely was a PFIC for its most recent taxable year ended on December 31, 2022, and will continue to be treated as a PFIC until
we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder
who held our securities at any time we were considered a PFIC).
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in
the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which
the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described
below, such holder generally will be subject to special rules with respect to:
| · | any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include
the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment
of the Redemption — In General,” above); and |
| · | any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder
during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming
U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming
U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution
under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above. |
Under these special rules,
| · | the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding
period for the shares or warrants; |
| · | the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received
the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable
year in which we are a PFIC, will be taxed as ordinary income; |
| · | the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period
will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and |
| · | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S.
Holder in respect of the tax attributable to each such other taxable year described in the immediately preceding clause of the Redeeming
U.S. Holder. |
In general, if we are determined to be a PFIC,
a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making
a timely QEF election (if eligible to do so) for the taxable year that is the first year in the Redeeming U.S. Holder’s holding
period of our shares during which we are treated as a PFIC or, if in a later year, the Redeeming U.S. Holder made a QEF election along
with a purging election. A QEF election is an election to include in income its pro rata share of our net capital gains (as long-term
capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the
taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or
before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the
election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions
under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. The purging election creates a deemed sale
of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest
charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming
U.S. Holder will have a new basis and holding period in the shares for purposes of the PFIC rules.
A Redeeming U.S. Holder may not make a QEF election
with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants
(other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating
the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held
the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired
shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but
the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF
election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for
purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder
makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by
the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as
described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares
acquired upon the exercise of the warrants for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A
Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to
a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may
be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS.
Redeeming U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election
under their particular circumstances.
A Redeeming U.S. Holder’s ability to make
a QEF Election with respect to Plum is contingent upon, among other things, the provision by Plum of a “PFIC Annual Information
Statement” to such Redeeming U.S. Holder. Upon written request, we will endeavor to provide to a Redeeming U.S. Holder such information
as the IRS may require, including a PFIC Annual Information Statement, in order to enable the Redeeming U.S. Holder to make and maintain
a QEF Election. There is no assurance, however, that we would timely provide such required information.
If a Redeeming U.S. Holder has made a QEF election
with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election
for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC
taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as
capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their
pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and
profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax
basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts
distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such
property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
A determination that we are a PFIC for any particular
year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or
not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for
our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite
PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect
to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for
any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other
hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or
is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging
election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the
pre-QEF election period.
The impact of the PFIC rules on a Redeeming
U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section 1296 of the Code. Redeeming U.S.
Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark
such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”).
No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or
whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming U.S.
Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S.
Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable
year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the
excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only
to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s
basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable
disposition of the shares will be treated as ordinary income. However, if the mark-to-market election is made by a Redeeming U.S. Holder
after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to
certain dispositions of, distributions on and other amounts taxable with respect to the Public Shares. A mark-to-market election is not
available with respect to Public Warrants.
A Redeeming U.S. Holder that owns (or is deemed
to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not
a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
The application of the PFIC rules is extremely
complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their
shares or warrants are urged to consult with their tax advisors concerning the application of the PFIC rules (including whether a
QEF election, a mark-to-market election, or any other election is available and the consequences to them of any such election) in their
particular circumstances.
U.S. Federal Income Tax Considerations to Non-U.S. Shareholders
This section is addressed to Redeeming Non-U.S.
Holders (as defined below) of Plum’s Public Shares that elect to have their shares redeemed for cash as described in the section
entitled “Proposal No. 1 —The Extension Amendment Proposal – Redemption Rights” and “Proposal
No. 2 — The Trust Reduction Proposal – Redemption Rights.” For purposes of this discussion, a “Redeeming
Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public Shares that so redeems its Public Shares
and is not a Redeeming U.S. Holder.
Except as otherwise discussed in this section,
a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder
for U.S. federal income tax purposes. See the discussion above under “Certain U.S. Federal Income Tax Considerations to U.S.
Shareholders.” However, notwithstanding such characterization, any Redeeming Non-U.S. Holder generally will not be subject to
U.S. federal income tax on any gain recognized or dividends received as a result of the redemption unless the gain or dividends is effectively
connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies,
is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. shareholder).
Non-U.S. holders of shares considering exercising
their redemption rights are urged to consult their tax advisors as to whether the redemption of their shares will be treated as a sale
or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized or dividends received
as a result of the redemption based upon their particular circumstances.
Under the Foreign Account Tax Compliance Act (“FATCA”)
and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain
income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial
institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose
its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a
non- financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity
provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name,
address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met.
Under certain circumstances, a Redeeming Non-U.S. Holder might be eligible for refunds or credits of such taxes. In certain cases, the
relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance
with, these rules. If the country in which a Redeeming Non- U.S. Holder is resident has entered into an “intergovernmental agreement”
with the United States regarding FATCA, the Redeeming Non-U.S. Holder may be permitted to report to that country instead of the United
States, and the intergovernmental agreement may otherwise modify the requirements described in this paragraph. While withholding under
FATCA generally would apply to payments of gross proceeds from the sale or other disposition of securities, proposed Treasury Regulations
eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations
until final Treasury Regulations are issued. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding the possible
implications of FATCA and whether it may be relevant to their disposition of their shares or warrants.
Backup Withholding
In general, proceeds received from the exercise
of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
| · | fails to provide an accurate taxpayer identification number; |
| · | is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax
returns; or |
| · | in certain circumstances, fails to comply with applicable certification requirements. |
A Redeeming Non-U.S. Holder generally may eliminate
the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of
perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any amount withheld under these rules will
be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable
to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable
requirements are met.
As previously noted above, the foregoing discussion
of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be,
and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your tax adviser to determine
the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other
tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal or the Class W-2 Units
Amendment Proposal and any redemption of your Public Shares.
BUSINESS OF PLUM AND CERTAIN INFORMATION ABOUT
PLUM
References in this section to “we,”
“our,” or “us” refer to Plum Acquisition Corp. I.
General
We are a blank check company incorporated as an
exempted company in the Cayman Islands on January 11, 2021 formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We are an early
stage and emerging growth company and, as such, we are subject to all of the risk associated with early stage and emerging growth companies.
Initial Public Offering and Private Placement
On March 18, 2021, we consummated our Initial
Public Offering of 31,921,634 Units, including the issuance of 1,921,634 additional units as a result of the underwriters’ partial
exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $319,216,340. The securities in the offering
were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253331). The SEC declared the registration
statement effective on March 15, 2021. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of
6,256,218 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $9,384,327.
Following the closing of our Initial Public Offering
on March 18, 2021, an amount of $319,216,340 ($10.00 per Unit) from the net proceeds of the sale of the Units in our Initial Public
Offering and the sale of the Private Placement Warrants were placed in a Trust Account, and invested in U.S. government securities, within
the meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that
holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the
Investment Company Act. Plum currently intends, prior to the Shareholder Meeting, to instruct Continental, the trustee managing the Trust
Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain
the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a
Business Combination and liquidation of Plum. Interest on such deposit account is currently 2.5% – 3% per annum, but such deposit
account carries a variable rate and Plum cannot assure you that such rate will not decrease or increase significantly.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding
the beneficial ownership of Plum’s Ordinary Shares as of , 2023, based on information obtained from the persons named below, with
respect to the beneficial ownership of shares of Plum’s Ordinary Shares, by:
| · | each person known by Plum to be the beneficial owner of more than 5% of Plum’s outstanding Class A Ordinary Shares or Class B
Ordinary Shares; |
| · | each of Plum’s executive officers and directors that beneficially owns shares of Plum’s Ordinary Shares; and |
| · | all Plum’s executive officers and directors as a group. |
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole
or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable
within sixty days.
In the table below, percentage ownership is
based on Ordinary Shares, consisting of (i)
Class A Ordinary Shares and (ii)
Class B Ordinary Shares, issued and outstanding as of
, 2023. The table below does not include the
Class A Ordinary Shares underlying the Private Placement Warrants held by the Sponsor because these securities are not exercisable
within 60 days of this proxy statement. Unless otherwise indicated, we believe that all persons named in the table have sole voting
and investment power with respect to all shares of ordinary shares beneficially owned by them.
| | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | |
Name of Beneficial
Owners(1)
Five Percent Holders | |
Number of
Shares
Beneficially
Owned(2) | | |
Approximate
Percentage
of
Class | | |
Number of Shares Beneficially
Owned | | |
Approximate Percentage
of
Class | | |
Approximate Percentage
of
Voting
Control | |
| Plum Partners, LLC (our Sponsor)(3) | |
7,980,409 | | |
100.0 | % | |
— | | |
— | | |
20.0 | % |
| Directors and Executive Officers of Plum | |
| | |
| | |
| | |
| | |
| |
| Kanishka Roy(3) | |
7,980,409 | | |
100.0 | % | |
— | | |
— | | |
20.0 | % |
| Mike Dinsdale(3) | |
7,980,409 | | |
100.0 | % | |
— | | |
— | | |
20.0 | % |
| Alok Sama(4) | |
— | | |
— | | |
— | | |
— | | |
— | |
| Alan Black(4) | |
| | |
| | |
| | |
| | |
| |
| Vivian Chow(4) | |
| | |
| | |
| | |
| | |
| |
| All officers and directors as a group (8 individuals) | |
7,980,409 | | |
100.0 | % | |
— | | |
— | | |
20.0 | % |
| (1) | Unless otherwise noted, the business address of each of the
following is 2021 Fillmore St. #2089, San Francisco, California 94115. |
| (2) | Interests shown consist solely of founder shares, classified
as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of the consummation
of our initial business combination on a one-for-one basis, subject to adjustment. |
| (3) | 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. |
| (4) | 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. |
FUTURE SHAREHOLDER PROPOSALS
If the Extension Amendment Proposal is approved,
we anticipate that we will hold another extraordinary general meeting before the Extension Date to consider and vote upon approval of
a Business Combination Agreement and a Business Combination. If the Extension Amendment Proposal is not approved, or if it is approved but
we do not consummate a Business Combination before the Extension Date, Plum will dissolve and liquidate.
HOUSEHOLDING INFORMATION
Unless Plum has received contrary instructions,
Plum may send a single copy of this proxy statement to any household at which two or more shareholders reside if Plum believes the shareholders
are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received
at any one household and helps to reduce Plum’s expenses. However, if shareholders prefer to receive multiple sets of Plum’s
disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below.
Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single
set of Plum’s disclosure documents, the shareholders should follow these instructions:
If the shares are registered in the name of the
shareholder, the shareholder should contact us at our offices at Plum Acquisition Corp. I, 22021 Fillmore St. #2089, San Francisco, California
94115, to inform us of his or her request; or
If a bank, broker or other nominee holds the shares,
the shareholder should contact the bank, broker or other nominee directly.
WHERE YOU CAN FIND MORE INFORMATION
Plum files reports, proxy statements and other
information with the SEC as required by the Exchange Act. You may access information on Plum at the SEC web site, which contains reports,
proxy statements and other information, at: http://www.sec.gov.
This proxy statement is available without charge
to shareholders of Plum upon written or oral request. If you would like additional copies of this proxy statement or if you have questions
about the proposals to be presented at the Shareholder Meeting, you should contact Plum in writing at Plum Acquisition Corp. I, 22021
Fillmore St. #2089, San Francisco, California 94115.
If you have questions about the proposals or this
proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the
proxy solicitation, please contact Advantage Proxy, Inc., the proxy solicitor for Plum, by calling 877-870-8565 (toll-free), or banks
and brokers can call 206-870-8565, or by emailing ksmith@advantageproxy.com. You will not be charged for any of the documents that you
request.
To obtain timely delivery of the documents, you
must request them no later than five business days before the date of the Shareholder Meeting, or no later than , 2023.
PROXY CARD
Plum Acquisition Corp. I
22021 Fillmore St. #2089
San Francisco, California 94115
EXTRAORDINARY GENERAL MEETING
OF PLUM ACQUISITION CORP. I
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON , 2023.
The undersigned, revoking any previous
proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement,
dated , 2023, in connection with the
extraordinary general meeting (the “Shareholder Meeting”) of Plum Acquisition Corp. I (“Plum”)
to be held at 11:00 a.m. Central Time on ,
2023, at the offices of Lane & Waterman LLP located at 220 North Main Street, Suite 600, Davenport, Iowa 52801, and via a virtual meeting, and hereby appoints Kanishka Roy and Michael Dinsdale, and each of them (with full power to
act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of Plum
registered in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting, and at any adjournments
thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby
given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying
proxy statement/prospectus.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 and 3.
(Continued and to be marked, dated and signed
on reverse side)
| Please mark
vote as indicated in this example | x | THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. |
| |
|
| Proposal No. 1—The Extension Amendment Proposal — RESOLVED, as a special resolution that: |
|
FOR
¨ |
AGAINST
¨ |
ABSTAIN
¨ |
|
c) Article 49.7
of Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following
new Article 49.7:
“In the event that the Company does not consummate
a Business Combination upon the date which is the later of (i) 18 December 2023 (or 18 March 2024, if applicable under
the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles
(in any case, such date being referred to as the “Termination Date”), the Company shall (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 (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish
public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,
liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other
requirements of Applicable Law. |
|
|
|
|
|
Notwithstanding the foregoing or any other
provisions of the Articles, in the event that the Company has not consummated a Business Combination within twenty-seven months from the
closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination
on a monthly basis for up to nine times by an additional one month each time after the twenty-seventh month from the closing of the IPO,
by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable
Termination Date, until thirty-nine months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members
or third-party designees) (the “Lender”) will deposit into the Trust Account for each such monthly extension, the lesser
of (i) US$45,000 or (ii) US$0.0225 for each Public Share that is then outstanding, for an aggregate deposit of up to US$135,000 or US$0.0675
for each Public Share that is then outstanding (if all nine additional monthly extensions are exercised), in exchange for a non-interest
bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the
option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such
promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of
the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid
only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
d) Article 49.8(a) of
Plum’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new
Article 49.8(a):
“to modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company
does not consummate a Business Combination within thirty-three months (or up to thirty-nine months, if applicable under the provisions
of Article 49.7) from the consummation of the IPO;” |
|
|
|
|
| |
|
|
|
|
|
Proposal No. 2—The Trust Reduction Proposal — RESOLVED, as a special resolution that pursuant to Article 18.3(d) of Plum’s Amended and Restated Memorandum and Articles of Association,
the capital redemption reserve fund held in the Trust Account be reduced to an aggregate amount of $ .
|
|
FOR
¨ |
AGAINST
¨ |
ABSTAIN
¨ |
| Proposal No. 3—The Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”) and Class B ordinary shares, par value $0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Trust Reduction Proposal. |
|
FOR
¨ |
AGAINST
¨ |
ABSTAIN
¨ |
| |
|
|
|
|
|
|
Dated: ,
2023
(Signature)
(Signature if held Jointly)
Signature should agree with name printed hereon. If shares are held
in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should
indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES
SIGNED BY YOU.
Plum Acquisition Corpora... (NASDAQ:PLMIU)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Plum Acquisition Corpora... (NASDAQ:PLMIU)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
