UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 28, 2023
PLUM ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-40218 |
|
98-1577353 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
201 Fillmore St. #2089, San Francisco, CA 94115
(Address of principal executive offices, including
Zip Code)
(415) 683-6773
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share and one-fifth of one redeemable warrant |
|
PLMIU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
PLMI |
|
The Nasdaq Stock Market LLC |
| Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
PLMIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On November 28, 2023,
Plum Acquisition Corp. I (“Plum”) and Veea Inc. (“Veea”) issued a joint press release announcing their entry into
a business combination agreement. The press release is furnished herewith as Exhibit 99.1.
The information contained
in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated
by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except
as may be expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
In connection with the
proposed business combination between Plum and Veea (the “Business Combination”), Plum intends to file a registration statement
on Form S-4 with the Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement and
a prospectus in connection with the Business Combination. Shareholders of Plum are advised to read, when available, the preliminary proxy
statement, any amendments thereto, the definitive proxy statement, the prospectus and all other relevant documents filed or that will
be filed with the SEC in connection with the Business Combination as they become available because they will contain important information.
This report does not contain all the information that should be considered concerning the Business Combination. It is also not intended
to form the basis of any investment decision or any other decision in respect of the Business Combination. When available, the definitive
proxy statement and other relevant documents will be mailed to the shareholders of Plum as of a record date to be established for voting
on the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement,
the definitive proxy statement, the registration statement on Form S-4 and other documents filed by Plum with the SEC that will be incorporated
by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.
Participants in Solicitation
Plum and Veea and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Plum’s shareholders
in connection with the proposed Business Combination. Information about Plum’s directors and executive officers and their ownership
of Plum’s securities is set forth in Plum’s filings with the SEC. To the extent that holdings of Plum’s securities have
changed since the amounts printed in Plum’s registration statement on Form S-1, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. A list of the names of such directors and executive officers and information regarding
their interests in the Business Combination will be contained in the proxy statement/prospectus when available. You may obtain free copies
of these documents as described in the preceding paragraph.
No Offer or Solicitation
This report does not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This report contains
certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between
Veea and Plum and Veea’s business. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
These forward-looking
statements include, but are not limited to, statements regarding Veea’s expected product offerings; the capitalization of the combined
company after giving effect to the proposed Business Combination and the anticipated $50 million private financing; the expected timing
of the completion of the proposed Business Combination; Plum’s or Veea’s estimates of expenses and profitability; and expectations
with respect to future operating and financial performance. These statements are based on various assumptions, whether or not identified
in this report, and on the current expectations of Veea’s and Plum’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject
to risks and uncertainties that may cause Veea’s and Plum’s activities or results to differ significantly from those expressed
in any forward-looking statement, including changes in domestic and foreign business, market, financial, political and legal conditions;
the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Veea or the expected benefits
of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against Plum, Veea, the combined company
or others following the announcement of the Business Combination; failure to obtain the approval of the equity holders of Veea or Plum;
failure to realize the anticipated benefits of the Business Combination; the potential inability to consummate the anticipated financing
on terms or in amounts satisfactory to the parties, or at all; the occurrence of any event, change or other circumstance that could give
rise to the termination of the business combination agreement; the ability to meet stock exchange listing standards following the consummation
of the Business Combination; the effect of the announcement or pendency of the Business Combination on Veea’s business relationships,
operating results, current plans and operations; risks related to the rollout of Veea’s business and the timing of expected business
milestones; the effects of competition on Veea’s business; supply shortages in the materials necessary for the production of Veea’s
products; delays in construction and operation of production facilities; Veea’s ability to produce its products at commercial scale;
the amount of redemption requests made by Plum’s public equity holders; changes in applicable laws or regulations; the possibility
that Plum, Veea or the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks
and uncertainties described from time to time in filings by Plum with the SEC. If any of these risks materialize or the parties’
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many
factors could cause actual future events to differ materially from the forward-looking statements in this report. There may be additional
risks that neither Veea or Plum presently know or that Veea and Plum currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described
in the “Risk Factors” section of Plum’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the registration
statement on Form S-4 and other documents filed by Plum from time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Veea and Plum assume no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law. Neither Veea nor Plum gives any assurance that either Veea or Plum will achieve
its expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
PLUM ACQUISITION CORP. I |
| |
|
|
| Date: November 28, 2023 |
By: |
/s/ Kanishka Roy |
| |
|
Kanishka Roy |
| |
|
Co-Chief Executive Officer and President |
3
Exhibit 99.1
Veea to Become Publicly Traded Company via proposed
Business Combination with Plum Acquisition Corp. I
NEW YORK, NY and SAN FRANCISCO, CA, Nov. 28,
2023 (GLOBE NEWSWIRE) – Veea Inc. (“Veea” or the “Company”), a
digital transformation company, and Plum Acquisition Corp. I (“Plum”, and
together, the “Parties”) (Nasdaq: PLMI), a Cayman Islands exempted
company formed as a special purpose acquisition company by Ursula Burns, Kanishka Roy and Mike Dinsdale, today announced their entry into
a definitive business combination agreement (the “Business Combination Agreement”) related to a proposed merger (such
merger and related transactions, including the issuance by Plum of securities in connection therewith, collectively, the
“Business Combination”) expected to result in Veea becoming a publicly traded company (referred to herein as the
“Combined Company” ) whose business, after the closing (the “Closing”), assuming the occurrence thereof,
will be the continued business of Veea. Following are certain highlights regarding the proposed Business Combination and the
Parties’ expectations regarding the business of the Combined Company after the Closing:
| - | Transaction implies a total enterprise value of approximately $281 million, prior to an anticipated $50 million private financing
by Veea, assuming certain redemptions of Plum public shares. |
| - | Veea’s plug-and-play smart hub products, with converged computing and communications, allow customers to securely access always-on
mission critical digital applications locally with low latency, privacy and data ownership at the user or the device edge, where people
/ places / things first connect to the internet. |
| - | Edge computing products serve potential customers across extensive addressable markets encompassing multiple industries and geographies. |
| - | The business combination will allow Veea to leverage its first-mover advantage to offer industry-leading solutions based on its
virtual Trusted Broadband Access (vTBA) platform, which brings about network-managed IP-addressable Wi-Fi and IoT devices and sensors,
much like the user experience with cellular devices, with subscription services and roaming between VeeaHub coverage areas (“Cellular-like
Wi-Fi”). |
| - | World-class management, engineering and solutions delivery teams. |
| - | Veea believes that combining with Plum will accelerate the roll-out of its highly scalable hyperconverged edge computing and communications
solution across multiple industries and use cases including for Digital Inclusion of unserved and underserved population across communities,
such as in rural and remote areas, worldwide. |
The proposed
Business Combination between Plum and Veea is structured as a merger between a wholly-owned subsidiary of Plum, on the one hand, and Veea,
on the other, following which Plum, after transitioning out of the Cayman Islands and into the State of Delaware to become a Delaware
corporation (the “Domestication”), will be renamed and will continue the business of Veea.
Founded
in 2014, Veea offers edge-to-cloud computing with its VeeaHub smart computing hub products, that can replace or complement Wi-Fi Access
Points (APs), IoT gateways, routers, basic firewalls, network attached storage, and other types of hubs and appliances at user premises.
Cloud-managed VeeaHub products and its edge applications are at the core of Veea’s mission of championing digital transformation
across many industries.
Mr. Allen
Salmasi, Chairman and Chief Executive Officer of Veea, offered the following quote: “We believe that Veea is well-positioned
for substantial growth, and we are thrilled to partner with the Plum team members with their celebrated
background in successfully building businesses and creating shareholder value. Together,
we will work to accelerate the expansion of our transformative new product category that provides
for the first fully converged edge computing and communications solution for containerized applications
supported by Edge AI, cellular-like managed Wi-Fi and IoT devices, and a slew of other product capabilities at
the edge.” Mr. Allen Salmasi also stated: “Veea expects an extensive addressable market for this new product category
of hyperconverged platform products, including new and upgrade markets for Wi-Fi Access
Points (APs), IoT gateways and Fixed Wireless Access (FWA) devices.”
Transaction Overview
The transaction consideration to be issued to
Veea securityholders (including holders of outstanding debt and other convertible securities) at the Closing of the proposed Business
Combination will consist of newly-issued Plum securities determined based on a pre-money equity value for Veea’s outstanding equity
securities and certain outstanding debt that will be converted into equity at the Closing of approximately $194 million, excluding any
money raised by Veea in its current financing .
In addition,
following the Closing of the Business Combination, holders of Veea capital stock as of immediately prior to the Closing (excluding holders
of securities issued in Veea’s current financing) will have the contingent right to receive up to 4.5 million additional shares
of Combined Company common stock if certain trading-price based milestones of the Combined Company’s common stock are achieved during
the ten-year period following the Closing, as set forth in the Business Combination Agreement.
Proceeds from the proposed Business Combination
and financing transactions are expected to support the Combined Company in its business plans, including Veea’s mission of positioning
itself as a leader of Digital Inclusion across the globe.
Current
equity holders of Veea are expected to own a majority of the outstanding capital stock of the Combined Company immediately after the Closing
and Veea will appoint a majority of the members of the board of directors of the Combined Company in accordance with the terms of the
Business Combination Agreement.
The Parties
expect the Business Combination to be consummated during the first half of 2024, following satisfaction of certain closing conditions
set forth in the Business Combination Agreement, including, without limitation, approval by shareholders of Plum and stockholders of Veea,
the effectiveness of a registration statement to be filed by Plum with the Securities and Exchange Commission (the “SEC”)
in connection with the transaction, the expiration of any HSR Act waiting period and other customary closing conditions. The proposed
Business Combination has, prior to the execution of the Business Combination Agreement, been approved by the boards of directors of each
of Veea and Plum.
Additional
information about the proposed transaction, including a copy of the business combination agreement, will be provided in a Current Report
on Form 8-K to be filed by Plum with the SEC and available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division
of J.V.B. Financial Group, LLC, is serving as the exclusive financial advisor and lead capital markets advisor to Plum. Hogan Lovells
US LLP is serving as Plum’s legal advisor.
Ellenoff Grossman & Schole LLP is serving
as Veea’s U.S. legal advisor.
About
Veea Inc.
Veea is
redefining and simplifying secure edge computing in a way that improves application responsiveness, reduces bandwidth and data transport
costs, and eliminates central cloud dependency. Veea was formed in 2014 and is headquartered in New York City, with its engineering activities
located in Bath, UK, and Iselin, New Jersey, USA, along with sales and support offices located at multiple locations throughout the US,
France, South Korea, and Brazil. Veea was named by Gartner as a 2021 Cool Vendor in Edge Computing and as a Leading Smart Edge Platform
in 2023.
Veea was
founded by and is led by pioneering wireless technology leader, Allen Salmasi, who drove industry transformation through his contributions
to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated
IoT solutions during the 1980s and 1990s; CDMA-based 2G/3G technology and products at Qualcomm in 1990s; OFDMA-based 4G technology
and products at NextWave during the 2000s, and hyperconverged edge computing and communications during the 2010s.
Veea has
developed significant intellectual property in hardware, software, and systems for hybrid edge-cloud computing and communications, with
104 patents granted and 28 patents pending. For more information, visit veea.com or follow us on X and LinkedIn.
Veea
Products and Solutions
Veea offers
edge-to-cloud computing with first-in-class cloud-managed VeeaHub, a highly integrated connectivity and computation platform with a full
range of connectivity options and a Linux server that provides for a virtualized software environment and patented Secured Docker containers
for containerized apps, storage and an advanced security stack. The result is an industry-first
hyperconverged elastic edge computing platform with orchestration. VeeaHub products deployed at a location create a distributed
computing environment instantaneously that delivers
cost-effective “data center”-like services through a dynamic connectivity, application and microservices mesh.
The groundbreaking virtual Trusted Broadband Access
(vTBA) developed by Veea provides for network management of IP-addressable Wi-Fi and IoT devices delivering a user experience much like
cellular devices with subscription services and roaming between VeeaHub coverage areas with Single Sign-On (SSO) across the entire platform.
The “cellular Wi-Fi” solution offers a totally differentiated “network-in-a-box” solution for a plethora of ISP
use cases, such as pre-paid or subscription-based managed Wi-Fi/IoT devices and sensors for multi-dwelling units (MDUs), promotion-based
or subscription-based public Wi-Fi, cellular-like services for Wi-Fi and IoT devices for communities of subscribers with Internet connection
through an optical fiber, 4G/5G cellular and/or a satellite connection, which extends to work-from-home (WFH), remote patient monitoring,
and many other similar edge applications.
To Veea’s knowledge, its STAX-5G, sporting
a Wi-Fi 6 mesh router, storage, IoT gateway and networking/application mesh, is currently the only 5G FWA CPE in the market that supports
multiaccess edge computing functionality for offering 5G core network-managed edge applications. With vTBA, it extends 5G network slicing
beyond the STAX-5G CPE to any IP-addressable Wi-Fi/IoT device. This unique capability extends the range of subscription services that
may be offered by the network operators and ISPs, which can grow exponentially with the ability to manage more Wi-Fi and IoT devices at
the edge through 5G connection into customer premises. The combined capabilities of STAX-5G are expected to increase ARPU and reduce churn
with offered apps such as energy management, IPTV, automation of Smart Spaces (e.g., smart-home-as-a-service), AdEdge advertising and
content management platform, highly secure connectivity with dedicated connections to the office-assigned devices such as laptops for
WFH, and other use cases that may be supported by no-code/low-code AI workflows.
Veea’s
products can support a wide range of use cases for applications in numerous industry verticals, mission
critical enterprises and consumer applications with local and cloud management at networks’ edge, where consumers live, shop, work
and play, including:
| ● | Smart
Buildings. VeeaHub devices support Honeywell’s Niagara Framework containerized
application for building and energy management, which makes it simple to connect, control,
normalize, and analyze across most major industry solutions for controls, automation, and
management. The integrated product offering incorporates a highly advanced cybersecurity
solution for buildings and critical infrastructure. The solution can reduce the carbon footprint
of buildings, which are a significant contributor to global carbon emissions and energy
demand. Niagara Framework building management and industrial automation solutions are deployed
in 70 countries with over one million installations worldwide. |
| ● | Smart
Retail. Veea has a partnership with iFREE Group, the developer of TROLLEE, which is an
omnichannel AI-driven smart shopping cart. The integrated solution, with VeeaHub units installed
throughout the store, provides for both connectivity and computing, and incorporates a highly
advanced location-based AdEdge advertising platform developed by Veea that delivers contextual
and relevant ads and recommendations to the shopper. TROLLEE platform solution has been deployed
by several major supermarket chains in Southeast Asia and is designed to increase basket
size, customer loyalty and advertising revenue, and reduce retailers’ operating costs. |
| ● | Artificial
Intelligence. Edge computing with converged wired and wireless communications across
most commonly employed protocols are mandatory for most Industry 4.0 edge AI applications,
which are rapidly migrating from the Cloud to the edge devices given the skyrocketing costs
of running generative AI in the cloud. The migration of AI to the edge is also driven by
the requirements for low latency, privacy, security, and the ability to use personalized
or business information coming from the edge devices to tailor the prompts going into generative
AI or inference models, which results in outputs that are likewise more targeted in both
content and context to the specific users or business applications running at the edge. |
| ● | Digital
Inclusion. Veea is also providing for digital inclusion of a large number of unserved
and underserved population in several regions globally with a highly secure private “local
cloud” solution for communities in remote and rural areas. The
economical plug and play last mile networks with value-added services supplied by Veea to
service providers are highly optimized for the one-third of the world population without
Internet connectivity and the rest of the world population with underserved broadband connectivity. |
About
Plum Acquisition Corp. I
Plum Acquisition
Corp. I is a special purpose acquisition company founded by Ursula Burns, Kanishka Roy, and Mike Dinsdale. Plum was formed with the mission
of creating a platform, built by operators for operators, to enable great private companies to become outstanding public companies and
listed stocks.
Additional
Information and Where to Find It
In connection
with the proposed Business Combination, Plum intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary
proxy statement and a prospectus in connection with the Business Combination. SHAREHOLDERS OF PLUM ARE ADVISED TO READ, WHEN AVAILABLE,
THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. THIS PRESS RELEASE DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE BUSINESS COMBINATION.
IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. When
available, the definitive proxy statement and other relevant documents will be mailed to the shareholders of Plum as of a record date
to be established for voting on the Business Combination. Shareholders and other interested persons will also be able to obtain copies
of the preliminary proxy statement, the definitive proxy statement, the Registration Statement on Form S-4 and other documents filed by
Plum with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.
Participants
in Solicitation
Plum and
Veea and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Plum’s
shareholders in connection with the proposed Business Combination. Information about Plum’s directors and executive officers and
their ownership of Plum’s securities is set forth in Plum’s filings with the SEC. To the extent that holdings of Plum’s
securities have changed since the amounts printed in Plum’s Registration Statement on Form S-1, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC. A list of the names of such directors and executive officers
and information regarding their interests in the Business Combination will be contained in the proxy statement/prospectus when available.
You may obtain free copies of these documents as described in the preceding paragraph.
No Offer
or Solicitation
This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking
Statements
This press
release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction
between Veea and Plum and Veea’s business. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
These forward-looking
statements include, but are not limited to, statements regarding Veea’s expected product offerings; the capitalization of the Combined
Company after giving effect to the proposed Business Combination and the anticipated $50 million private financing; the expected timing
of the completion of the proposed Business Combination; Plum’s or Veea’s estimates of expenses and profitability; and expectations with
respect to future operating and financial performance.
These statements
are based on various assumptions, whether or not identified in this press release, and on the current expectations of Veea’s and
Plum’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and are subject to risks and uncertainties that may cause Veea’s and Plum’s activities or results to differ significantly
from those expressed in any forward-looking statement, including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the Parties to successfully or timely consummate the proposed Business Combination, including the
risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
Veea or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against
Plum, Veea, the Combined Company or others following the announcement of the Business Combination; failure to obtain the approval of the
equity holders of Veea or Plum; failure to realize the anticipated benefits of the proposed business combination; the potential inability
to consummate the anticipated financing on terms or in amounts satisfactory to the Parties, or at all; the occurrence of any event, change
or other circumstance that could give rise to the termination of the Business Combination Agreement; the ability to meet stock exchange
listing standards following the consummation of the Business Combination; the effect of the announcement or pendency of the Business Combination
on Veea’s business relationships, operating results, current plans and operations; risks related to the rollout of Veea’s business
and the timing of expected business milestones; the effects of competition on Veea’s business; supply shortages in the materials
necessary for the production of Veea’s products; delays in construction and operation of production facilities; Veea’s ability
to produce its products at commercial scale; the amount of redemption requests made by Plum’s public equity holders; changes in
applicable laws or regulations; the possibility that Plum, Veea or the Combined Company may be adversely affected by other economic, business,
and/or competitive factors; and other risks and uncertainties described from time to time in filings by Plum with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release.
There may be additional risks that neither Veea or Plum presently know or that Veea and Plum currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of Plum’s Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, the Registration Statement on Form S-4 and other documents filed by Plum from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Veea and Plum assume no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Veea nor Plum gives any assurance that either Veea or Plum
will achieve its expectations.
Contacts:
contact@plumpartners.com
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