Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

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 or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


2021 Fillmore St. #2089 San Francisco, California		94115
(Address of principal executive offices)		(Zip Code)

(415) 683-6773

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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, $0.0001 par value, 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
Redeemable 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405

of Regulation S-T (§232.405 of

this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,

a non-accelerated filer,

a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2 of

the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2 of

the Exchange Act). Yes ☒ No ☐

As of August

, 2022, 31,921,634 Class A ordinary shares, par value $0.0001, and 7,980,409 Class B ordinary shares, par value $0.0001, were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021		2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022, for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021		3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from January 11, 2021 (inception) through June 30, 2021		4

	Notes to Unaudited Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22

Item 4.	Controls and Procedures		22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		24

Item 1A.	Risk Factors		24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		24

Item 3.	Defaults Upon Senior Securities		24

Item 4.	Mine Safety Disclosures		24

Item 5.	Other Information		24

Item 6.	Exhibits		25

SIGNATURES


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Cash	$	73,736		$	107,224
Prepaid expenses		201,833			343,630

Total Current Assets		275,569			450,854
Prepaid expenses—non-current		—			48,795
Investments held in Trust Account		319,712,052			319,232,602

Total Assets	$	319,987,621		$	319,732,251

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Offering costs and accounts payable	$	2,325,428		$	1,055,936
Due to related party		175,000			115,000
Convertible promissory note – related party		500,000			—

Total Current Liabilities		3,000,428			1,170,936
Warrant liabilities		2,528,109			9,352,739
Deferred underwriting commissions liabilities		11,172,572			11,172,572

Total Liabilities		16,701,109			21,696,247

Commitments and contingencies (Note 8)
Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $10.02 and $10.00 redemption value as of June 30, 2022 and December 31, 2021, respectively		319,712,052			319,216,340
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 31,921,634 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2022 and December 31, 2021		799			799
Additional paid-in capital		—			—
Accumulated deficit		(16,426,339	)		(21,181,135	)

Total shareholders’ deficit		(16,425,540	)		(21,180,336	)

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	319,987,621		$	319,732,251


	For the three months ended June 30,						For the six months ended June 30,			For the period from January 11, 2021 (inception) to June 30, 2021
	2022			2021			2022			2021
Formation and operating expenses	$	1,544,496		$	822,896		$	2,053,572		$	912,461

Loss from operations		(1,544,496	)		(822,896	)		(2,053,572	)		(912,461	)
Other income
Change in fair value of warrant liabilities		2,970,528			2,907,325			6,824,630			3,867,325
Transaction costs allocated to warrant liabilities		—			(10,395	)		—			(538,777	)
Interest income – operating account		—			—			—			2
Interest income – trust account		453,397			4,803			479,450			5,304

Total other income, net		3,423,925			2,901,733			7,304,080			3,333,854

Net income	$	1,879,429		$	2,078,837		$	5,250,508		$	2,421,393

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		31,921,634			31,647,115			31,921,634			18,352,941

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption	$	0.05		$	0.05		$	0.13		$	0.09

Weighted average shares outstanding, Class B ordinary shares		7,980,409			7,816,753			7,980,409			7,500,000

Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.05		$	0.05		$	0.13		$	0.09


	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-In Capital		Accumulated Deficit			Shareholders’ Deficit
	Shares		Amount		Shares		Amount
Balance as of January 1, 2022		—	$	—		7,980,409	$	799	$	—	$	(21,181,135	)	$	(21,180,336	)
Net income		—		—		—		—		—		3,371,079			3,371,079

Balance as of March 31, 2022		—	$	—		7,980,409	$	799	$	—	$	(17,810,056	)	$	(17,809,257	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(495,712	)		(495,712	)
Net income		—		—		—		—		—		1,879,429			1,879,429

Balance as of June 30, 2022		—	$	—		7,980,409	$	799	$	—	$	(16,426,339	)	$	(16,425,540	)


	Six months Ended June 30, 2022			For the Period from January 11, 2021 (inception) through June 30, 2021
Cash Flows from Operating Activities:
Net income	$	5,250,508		$	2,421,393
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(479,450	)		(5,304	)
Change in fair value of warrant liabilities		(6,824,630	)		(3,867,325	)
Transaction costs allocated to warrant liabilities		—			538,777
Changes in operating assets and liabilities:
Prepaid expense		190,592			(779,293	)
Due to related party		60,000			47,114
Accounts payable and accrued expenses		1,269,492			103,027

Net cash used in operating activities		(533,488	)		(1,541,611	)

Cash Flows from Investing Activities:
Investments held in Trust		—			(319,216,340	)

Net cash used in investing activities		—			(319,216,340	)

Cash Flows from Financing Activities:
Proceeds from sale of ordinary shares to Sponsor		—			25,000
Proceeds from sale of Units, net of offering costs		—			312,832,013
Proceeds from issuance of Private Placement Warrants		—			9,384,327
Payment of offering costs		—			(779,370	)
Proceeds from promissory note – related party		500,000			—

Net cash provided by financing activities		500,000			321,461,970

Net Change in Cash		(33,488	)		704,019
Cash – Beginning of period		107,224			—

Cash – End of period	$	73,736		$	704,019

Non-Cash investing and financing activities:
Subsequent measurement of Class A ordinary shares to redemption amount	$	495,712		$	(19,216,340	)

Deferred underwriting commissions payable charged to additional paid in capital	$	—		$	11,172,572

Initial value of Class A ordinary shares subject to redemption	$	—		$	319,216,340

Initial classification of warrant liabilities	$	—		$	18,530,357

Forfeiture of founder shares	$	—		$	64


Gross proceeds from IPO	$	319,216,340
Less:
Proceeds allocated to Public Warrants		(9,354,214	)
Ordinary share issuance costs		(17,771,568	)
Plus:
Remeasurement adjustment of carrying value to redemption value		27,125,782
Ordinary shares subject to possible redemption, December 31, 2021	$	319,216,340
Plus:
Remeasurement adjustment of carrying value to redemption value		495,712
Ordinary shares subject to possible redemption, June 30, 2022	$	319,712,052


Level 1 —		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.


	For the Three Months Ended June 30, 2022
	2022				2021
	Class A ordinary share subject to possible redemption		Class B		Class A ordinary share subject to possible redemption		Class B
Numerator
Allocation of net income	$	1,503,543	$	375,886	$	1,667,074	$	411,763
Denominator
Weighted average shares outstanding		31,921,634		7,980,409		31,647,115		7,816,753
Basic and diluted net income per share	$	0.05	$	0.05	$	0.05	$	0.05


	For the Six Months Ended June 30, 2022				For the Period from January 11, 2021 (Inception) through June 30, 2021
	Class A ordinary share subject to possible redemption		Class B		Class A ordinary share subject to possible redemption		Class B
Numerator
Allocation of net income	$	4,200,406	$	1,050,102	$	1,718,941	$	702,452
Denominator
Weighted average shares outstanding		31,921,634		7,980,409		18,352,941		7,500,000
Basic and diluted net income per share	$	0.13	$	0.13	$	0.09	$	0.09


June 30, 2022	Total		Level 1		Level 2		Level 3
Assets
Investments held in Trust Account—U.S. Money Market	$	319,712,052	$	319,712,052	$	—	$	—
Liabilities
Public warrant liability		1,276,865		1,276,865		—		—
Private warrant liability		1,251,244		—		1,251,244		—
Total	$	2,528,109	$	1,276,865	$	1,251,244	$	—


Exhibit Number		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*


Plum Acquisition Corp. I

By:		/s/ Michael Dinsdale
Name:		Michael Dinsdale
Title:		Chief Financial Officer


December 31, 2021	Total		Level 1		Level 2		Level 3
Assets
Investments held in Trust Account—U.S. Money Market	$	319,232,602	$	319,232,602	$	—	$	—
Liabilities
Public warrant liability		4,723,763		4,723,763		—		—
Private warrant liability		4,628,976		—		4,628,976		—
Total	$	9,352,739	$	4,723,763	$	4,628,976	$	—

SEC Form 10-Q filed by Plum Acquisition Corp. I