Shopping Cart

Plum Acquisition Corp. I *

Plum Acquisition Corp. I *

Feb 19, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Veea Inc

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Plum Acquisition Corp. I proposes to combine with Veea Inc.

Veea offers the Veea Edge Platform, an edge computing solution integrating connectivity, processing, and security for applications like smart retail and AI-powered agriculture. Their platform, emphasizing 5G integration, includes self-organizing networks (vMesh), communication buses (vBus), and supports multiple communication options. It simplifies the transition of applications to a unified system, ensuring security and efficiency. VeeaWare, their distributed edge software, manages disparate processing elements, while Veea Labs fosters innovation in edge technology.

EXTENSION VOTE – 6/21/24 – LINK

  • The SPAC approved an extension for two 3-months extensions until December 18, 2024.
    • The number of shares redeemed was not mentioned.

NON-REDEMPTION AGREEMENT – 6/6/24 – LINK

  • Upon consummation of the Business Combination, Plum shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares in cash released from Plum’s trust account in an amount equal to the product of (x) the number of Backstop Shares and (y) the price per share for a pro rata portion of the amount then on deposit in the trust account, less $9.50.
    • Plum may enter into other non-redemption agreements with substantially similar terms with other investors or stockholders of Plum.

SHAREHOLDER VOTE – 3/27/24 – LINK

  • The auditor ratification was approved.

TRANSACTION

  • The transaction consideration for Veea securityholders in the proposed Business Combination includes newly-issued Plum securities.
    • This is based on a pre-money equity value of approximately $194 million for Veea’s equity securities and certain debt to be converted into equity at Closing, excluding funds from Veea’s current financing.
  • After the Business Combination closes, Veea capital stockholders (excluding current financing securities holders) will have a conditional right to receive up to 4.5 million extra shares of the Combined Company’s common stock.
    • This is contingent on achieving specific trading-price milestones for the Combined Company’s stock within ten years post-Closing, as outlined in the Business Combination Agreement.
  • The Parties expect the Business Combination to be consummated during the first half of 2024

SPAC FUNDING

  • The agreement for the business merger allows Veea to raise up to $70 million by selling new financial securities before the deal closes.
    • The money raised will be converted into common shares of the new combined company, Plum, at a rate of $7.50 per share.

SPONSOR LETTER AGREEMENT

  •  The sponsor agreed to forfeit its Plum founder shares, at the rate of $10.00 per share, to the extent certain of its expenses exceed $2.5 million or it incurs certain other expenses.

EARNOUT

  • Company
    • After the Business Combination closes, Veea capital stockholders (excluding current financing securities holders) will have a conditional right to receive up to 4.5 million extra shares of the Combined Company’s common stock.
      • This is contingent on achieving specific trading-price milestones for the Combined Company’s stock within ten years post-Closing, as outlined in the Business Combination Agreement.
        • 50% of the shares will be released if the share price equals or exceeds $12.50
        • 50% of the shares will be released if the share price equals or exceeds $15.00
  • Sponsor
    • 1,726,994 of its Plum founder shares to forfeiture if the conditions applicable to the Earnout Shares been released at this time.
      • This is contingent on achieving specific trading-price milestones for the Combined Company’s stock within ten years post-Closing, as outlined in the Business Combination Agreement.
        • 50% of the shares will be released if the share price equals or exceeds $12.50
        • 50% of the shares will be released if the share price equals or exceeds $15.00

LOCK-UP

  • Company and Sponsor
    • Six months from the Closing
      • They can sell earlier if Plum is involved in a significant transaction like a merger or if Plum’s share price rises above $12.50, $15.00, or $17.50 for 20/30 trading days
        • 1/3 of the shares will be released at each threshold.

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to the Business Combination, Plum having at least $5,000,001 of net tangible assets.
  • Delivery of certain certificates and documents by the parties at or prior to the Closing, including traditional lock-up agreements from certain directors, officers and security holders of Veea and Plum.

NOTABLE CONDITIONS TO TERMINATION

  • June 18, 2024 (Outside Date)

Termination Fee

  • If the merger agreement is terminated under certain conditions, Veea must pay Plum a $1 million fee. If it ends for other reasons, no one owes anything, except if there was intentional wrongdoing or fraud, or for usual commitments like keeping things confidential.

ADVISORS

  • Company
    • Ellenoff Grossman & Schole LLP is serving as Veea’s U.S. legal advisor.
  • SPAC
    • 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.
    • Hogan Lovells US LLP is serving as Plum’s legal advisor.

LETTER OF INTENT – 11/13/23 – LINK

  • The SPAC announced the signing of a non-binding letter of intent for a potential business combination with Veea, Inc., a leading digital transformation company.

EXTENSION – 10/31/23 – LINK

  • The SPAC approved the extension from October 25, 2023 to December 18, 2023, and the option to further extend the date by which it has to consummate a business combination beyond December 18, 2023 up to nine times for an additional (1) month each time to June 18, 2024.
    • 1,972,625 shares were redeemed.
    • $135K will be deposited into the trust account to extend until 12/18/23; $45K per month will be deposited thereafter as needed

SUBSEQUENT EVENT – 7/26/23 – LINK

  • The SPAC entered into a subscription agreement with Polar Multi-Strategy Master Fund and Plum Partners, LLC, the purpose of which is for the Sponsor to raise up to $1,090,000 from the Investor to fund the Extension and to provide working capital to the Company during the Extension.

LIQUIDATION – 6/15/23 – LINK – TERMINATED

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be June 18, 2023.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 6/15/23.  It will remain on the page for reference purposes only.

PROPOSED BUSINESS COMBINATION: Sakuu Holdings Inc.

ENTERPRISE VALUE: $705 million
ANTICIPATED SYMBOL: SAKU

Plum Acquisition Corp. I proposes to combine with Sakuu Holdings Inc.

Sakuu is a pioneering manufacturing technology and solid-state battery company introducing a disruptive additive manufacturing platform approach for commercial-scale production of batteries and other complex active devices. Initial efforts will focus on energy storage, using our Kavian™ platform to print a range of next-generation SwiftPrint™ batteries—from Lithium Metal to All-Solid-State—that can help reduce society’s reliance on fossil fuels. Founded in 2016, Sakuu operates two facilities in Silicon Valley, California, where it is headquartered: a solid-state battery pilot line facility, and an additive manufacturing engineering facility.

EXTENSION – 3/21/23 – LINK

  • The SPAC approved the extension from March 18, 2023 to June 18, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 30, 2023 up to nine times for an additional (1) month each time to March 18, 2024.
    • 26,693,416 shares were redeemed.
    • $480K will be deposited into the trust account to extend until 6/18/23; $180K per month will be deposited thereafter as needed

TRANSACTION

  • The proposed business combination transaction is anticipated to result in gross proceeds of approximately USD $100 million in cash to the Company’s post-combination balance sheet after the payment of transaction expenses.
  • The business combination values the combined Company at an approximate pro forma enterprise value of USD $705 million.
  • Sakuu’s current equity holders are expected to own approximately 80% of the pro forma Company.
  • The transaction is expected to close in the third quarter of 2023.

sakuu

SPAC FUNDING

  • Forward Purchase Agreement
    • Plum and Polar Multi-Strategy Master Fund entered into an agreement in which Polar will purchase, either in the open market or from Plum, up to 2,500,000 share
      • The seller has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination.
      • At the maturity of the Forward Purchase Agreement, which will be one year from the Closing unless accelerated or deferred (but up to two years) by Seller, Plum will repurchase the Public and Private Shares then held by Seller for a price equal to the Redemption Price plus $0.60 (which amount will be increased by another $0.60 per year for each year by which the maturity is deferred by Seller), The Prepayment Amount will be credited against this repurchase price. Prior to maturity, if Seller sells these shares for over $10.00 per share, it will repay $10.00 per share to Plum.
  • The Company will arrange up to $100M in equity / secured debt / PIPE before the Closing of the business combination

SPONSOR LETTER

  • Upon the effective time of the merger, pursuant to the Sponsor Letter Agreement, the Sponsor will transfer to Plum 500,000 shares of Common Stock of Plum held by the Sponsor for cancellation upon issuance by Plum to an investor of Common Stock of Plum on the conversion of Common Stock of the Company issued to the investor in connection with a financing transaction between the investor and the Company.

EARNOUT

  • Company
    • The company has the right to earn up to 6M Shares following the Closing of the business combination over a 5-year period
      • 33% will be released if the share price equals or exceeds $12.50 for any 20/30 day trading period
      • 33% will be released if the share price equals or exceeds $15.00 for any 20/30 day trading period
      • 33% will be released if the share price equals or exceeds $17.50 for any 20/30 day trading period

LOCK-UP

  • Company and Sponsor
    • No later than immediately prior to the effective time of the First Merger, Plum and certain Company stockholders will have entered into a lock-up agreement

NOTABLE CONDITIONS TO CLOSING

  • The Net Closing Cash shall be at least equal to $35,000,000 and at least fifty percent (50%) of the Net Closing Cash shall be Closing Equity Liquidity

NOTABLE CONDITIONS TO TERMINATION

  • By either Plum or the Company, if the Extension Approval is not obtained on or before March 18, 2023 (Termination Date)
  • By the Company any time on or after May 2, 2023 if the Second Bridge Funding shall not have occurred on or before May 2, 2023 or shall not have provided net proceeds to the Company of at least $4,000,000;
    • (i) by the Company at any time on or after June 2, 2023 if the Third Bridge Funding shall not have occurred on or before June 2, 2023, or shall not have provided net proceeds to the Company of at least $2,000,000

ADVISORS

  • Cohen & Company Capital Markets is serving as the exclusive financial advisor to Plum.
  • Lane & Waterman LLP is serving as legal advisor to Plum.
  • Fenwick & West LLP is serving as Sakuu’s legal advisor.

MANAGEMENT & BOARD

Executive Officers

Kanishka Roy, 46
Co-Chief Executive Officer and President

Kanishka B. Roy is a technology and finance veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor. Mr. Roy is President of Plum Acquisition Corp. I. From 2014 to 2019, he helped leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets transactions. Mr. Roy also served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients take a long-term view of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value. Over his career, Mr. Roy has participated in over$100 billion of M&A transactions. Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple geographies. Mr. Roy started his career as a software engineer at two software startups, both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM. Mr. Roy holds an undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.

Mike Dinsdale, 49
Co-Chief Executive Officer and Chief Financial Officer

Mike Dinsdale has embodied the “modern unicorn” CFO for over 20 years, with strategic expertise in building high-growth international companies that consistently exceed growth targets. Mr. Dinsdale has successfully secured over $1 billion in financing and been part of great teams generating more than $100 billion in value. Mr. Dinsdale is the CFO, COO and a director of Plum I. Prior to his role at Plum I, Mr. Dinsdale was the CFO for Gusto from 2017 to 2020 and prior to that was CFO at two generational, market leading software companies: DoorDash, from 2016 to 2017, and DocuSign, where he also served as Chief Growth Officer, from 2010 to 2016. In addition to his role at Plum II, Mr. Dinsdale serves as a Venture Partner at Akkadian Ventures, a late-stage venture fund, and as a board member for private software companies. Mr. Dinsdale earned a BS in engineering from the University of Western Ontario and an MBA from McMaster University. Mr. Dinsdale holds the CFA designation and competed with the Canadian National Sailing Team in the 1996 Olympic trials. He also serves on the Board of Directors for WildAid.

Board of Directors

Ursula Burns, 62 [Resigned]
Executive Chairwoman

Ms. Burns has extensive international experience leading large companies confronting technology change in their industries. Ms. Burns most recently served as Chairman and CEO of VEON Ltd (“VEON”), a position she held from 2018 until 2020, having previously served as Chairman, beginning in 2017. Prior to VEON, Ms. Burns served as the CEO of Xerox from 2010 to 2016 and is the first, and still only, African-American woman to have led an S&P 500 company. Following the company’s split into Conduent and the new Xerox, she was named the Chairwoman of the new Xerox company. In addition to her work experience, Ms. Burns, who regularly appears on Fortune’s and Forbes’s list of the world’s most powerful women, is a board director of Exxon Mobil, Nestlé, and Uber. Ms. Burns was appointed by President Barack Obama to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after having served as vice chair from 2010 to 2015. Ms. Burns holds a master’s degree in mechanical engineering from Columbia University and a bachelor’s in mechanical engineering from Polytechnic Institute of New York University.

Lane Bess, 59 [Resigned]
Director

Mr. Bess has more than 35 years of experience and a proven track record as an executive for rapidly growing, publicly traded, and privately held companies serving the enterprise and consumer markets. Mr. Bess helped build three companies valued over $1bn in the internet security industry. Mr. Bess helped attain early funding and acted as CEO of Palo Alto Networks (PANW) from 2008–2011, where he led the late fundraising and scaled the company from its early go-to-market to a revenue run rate exceeding $200 million on the path to its IPO. He also was instrumental in building Zscaler (ZS) as COO from 2011 to 2015. Mr. Bess was EVP of Worldwide Sales and General Manager of publicly traded Trend Micro Inc. (Nikkei), growing worldwide revenues to over $1 billion annually, from 2002 to 2007. Mr. Bess currently operates his own $100 million venture investment firm, Bess Ventures, which he started in 2015, where he leverages funds generated from his operational success to help other firms create their path to positive outcomes. Some of the firm’s notable investments include Arista Networks, Nutanix Inc., ThoughtSpot, Rubrik, and Zscaler. Mr. Bess has a BS in Managerial Economics from Carnegie Mellon University and holds a Masters Degree from the University of Dayton. Lane also serves as a Trustee on the Board of Carnegie Mellon University.

Kelly Breslin Wright, 50 [Resigned]
Director

Ms. Wright has over 30 years of experience in leadership, sales, operations, and strategy. Ms. Wright is currently a Board Director at Fastly (NYSE:FSLY), Lucid, and Even and a former Director at Amperity. She has advised multiple tech companies, including Asana and Dropbox. She teaches Go-To-Market Strategy as an adjunct professor at the University of Washington’s Foster School of Business. Prior to her current work as a board director and advisor, Ms. Wright spent 12 years at Tableau Software, where she led worldwide sales and field operations as Executive Vice President of Sales. She joined Tableau as the company’s first salesperson and tenth employee in 2005, and she helped grow Tableau into a multi-billion dollar public company as a key member of the executive team. Ms. Wright grew Tableau’s revenue and field operations from zero to $850 million in revenues and managed over half of Tableau’s global team as the company expanded to 3,400 employees. Before Tableau, Ms. Wright spent time at Bain & Company, McKinsey & Company, Bank of America, Dale Carnegie Training, and AtHoc. She earned her BA from Stanford University and MBA from The Wharton School at the University of Pennsylvania. Ms. Wright is active on over a dozen women-on-board organizations and speaks regularly on topics including sales, go-to-market, growth, culture, transformation, leadership, and diversity.

Jennifer Ceran, 57 [Resigned]
Director

Ms. Ceran is a senior finance leader with more than 30 years of experience working at high growth, brand name private and public companies. Ms. Ceran is now CFO Emeritus at Smartsheet, a leading SaaS platform that unifies collaboration, workflows and content management into a single, flexible work environment. From 2012 to 2015, Ms. Ceran also served as Vice President of Finance for Box, Inc., a leading content management company, where she was responsible for helping the founders scale the company and prepare for a successful IPO. From 2003 to 2012, Ms. Ceran held various positions at eBay Inc., a global e-commerce and payments company, including Vice President (VP) and Treasurer, VP Financial Planning and Analysis, and VP Investor Relations. Ms. Ceran also ran their first Finance Leadership Development Program, a program to develop top finance talent. Ms. Ceran has received numerous recognitions during her career. Ms. Ceran was recognized by Treasury and Risk Management Magazine from 2006 through 2009 as one of the “100 Most Influential People in Finance.” In 2011, she was ranked first in the Institutional Investor list of investor-relations leaders in the internet industry. In 2017, Ms. Ceran received the honorable Puget Sound Business Journal CFO of the year award. Ms. Ceran is on the boards of True Platform, Auth0, NerdWallet and Wyze Labs. Ms. Ceran holds an MBA in Finance and Accounting from the University of Chicago Booth School of Business and BAs in Communications and French from Vanderbilt University.

Vin Murria, 58
Director

Ms. Murria founded Advanced Computer Software plc in 2008. Advanced is a consolidator in the healthcare and business solutions sector and the third largest enterprise software group in the UK, valued at £2bn in August 2019. Advanced was acquired by Vista Private Equity, who remain invested alongside BC Partners today, in May 2015. Ms. Murria formed Computer Software Group plc in 2002, which was initially taken private, with backing from Hg, and subsequently, alongside a merger, exited to Hellman Friedman in 2007 for £0.5bn under the name of IRIS Software Group. IRIS continues to be an Hg investment today and is one of the UK’s most trusted providers of business-critical software. Ms. Murria started her career as a sales executive, joining Kewill Systems plc (now BluJay Solutions) in 1986, before exiting the business over 15 years later as COO, having overseen significant growth at the company and a valuation touching £1.2bn in March 2000. Ms. Murria sits on the boards of FTSE companies Softcat Plc, DWF Plc, Bunzl Plc and is a Senior advisor at NM Rothschild and Hg Capital. She has previously served on the Boards of Zoopla Plc, Sophos Plc and Chime Communications Plc. She is a serial investor and advisor to HG Capital and to the software start up and wider business community, for businesses in need of combined experience in venture capital, private equity, operational and non-executive roles. She was named British Angel Investor of the Year for the year 2019/20. In 2007, Ms. Murria founded the PS Foundation, a charitable foundation targeted at educating and supporting women in India and the UK. She is also a Patron of Prince’s Trust, the Outward Bound Trust and Shivia, which works with communities in India, to help people work their way out of poverty. She holds a BSc Hons (First) in Computer Science, an MBA, and an honoree doctorate from Edinburgh Napier for her services to business. In 2018, Vin received an OBE for services to the UK digital economy and advancing women in the software sector.

Alok Sama, 58
Director

Mr. Sama is currently a Senior Advisor to Warburg Pincus LLC and to The Raine Group, joining in 2020 and 2019, respectively. He was formerly President & CFO of SoftBank Group International (“SBGI”) and Chief Strategy Officer for SoftBank Group (“SBG”), departing in 2020. While at SoftBank, Mr. Sama led the $59 billion merger of Sprint and T-Mobile, the $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding, the $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank’s holding in Yahoo Japan. Mr. Sama was also responsible for multiple growth capital investments across technology verticals, including ride sharing, fintech, and communications. Mr. Sama represented SoftBank as a Board member at Arm Holdings, Fortress Investment Group, SoFi, Brightstar Corp, Softbank Energy, SoftBank Group Capital, and Airtel Africa. Mr. Sama was also a Senior Managing Director at Morgan Stanley, where he led the firm’s communications practice in Europe and TMT practice in the Asia-Pacific region. Mr. Sama co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in assets, in partnership with the Baer family and Dubai Holdings. He continues to be a Director of Baer Capital. He is a member of the CNBC Global CFO Council, and a former Chairman of the London Chapter of the Young President’s Organization (YPO).

Kevin Turner, 55 [Resigned]
Director

Mr. Turner is a highly unique CEO and executive who has served and excelled at two of the most admired companies in the world, Walmart and Microsoft. Since 2018, Mr. Turner has served as President and CEO of Core Scientific, the largest Blockchain hosting company in the U.S. As Microsoft’s former Chief Operating Officer from 2005 to 2016, Mr. Turner led the company’s global sales, marketing and services organization of 70,000+ employees in more than 190 countries through the transition of Bill Gates, Steve Ballmer, and Satya Nadella all while serving as COO. Under Mr. Turner’s leadership, the sales and marketing group delivered more than $91.9 billion in revenue in fiscal 2016. Mr. Turner oversaw worldwide sales, field marketing, services, support, and partner channels, as well as Microsoft Stores and corporate support functions, including Information Technology, Worldwide Licensing & Pricing, and Operations. Mr. Turner spent nearly 20 years at Wal-Mart Stores, where he rose through the ranks and was named the youngest corporate officer ever at Wal-Mart at age 29. Mr. Turner held various leadership positions at Wal-Mart, including becoming the Chief Information Officer for Wal-Mart Stores, and as his last assignment he served as the President and Chief Executive Officer of SAM’S CLUB, a $37 billion division of Wal-Mart Stores. He was appointed Chairman of Zayo Group in 2020 and Vice Chairman of the Board for Albertsons Companies, receiving his first appointment with the company in 2017. He served as a Board Director for Nordstrom from 2010 to 2020, and Vice Chairman of Citadel and CEO of Citadel Securities from 2016 to 2017.

Alan Black, — [Appointed]

Director

Alan Black founded Surfspray Capital, LLC in 2017 through which he has advised over a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google in 2019); Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost, Netlify, Nozomi Networks, and others. He brings more than 35 years of experience as an executive leading public and private software enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO). In between those companies, Mr. Black was President and CEO of Intelliden (acquired by IBM in 2010). Mr. Black currently sits on the boards of Nextiva’s, Matillion and Plum Acquisition Corp. III, a special purpose acquisition company traded on Nasdaq. He holds a Bachelors of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University in Montreal, Canada, and co-chair’s McGill’s Board of Advisors for the Western United States. Mr. Black is now retired from active membership in the Institute of Chartered Accountants of Ontario (Canada) and Society of Certified Public Accountants (California), in which professional organizations he was a licensed member for over two decades. Mr. Black is independent as defined under the applicable Nasdaq rules. Mr. Black is qualified to serve on the board because of his finance expertise and long-time advising of publicly traded companies.

Vivian Chow, — [Appointed]

Director

TBD

Helder Antunes, — [Appointed]
Director

Mr. Antunes is an entrepreneur, technologist, and executive with over 30 years of experience in Silicon Valley and around the world. Currently he serves as CEO of Crowdkeep, an Internet of Things (IoT) company specializing in asset, people, and condition tracking across multiple industries. Mr. Antunes previously served as a Cisco executive for over 20 years, crucial in leading corporate innovation and in the development of many of Cisco’s many security products, such as IoS imbedded security, Cisco Virtual Office (CVO), and Dynamic Multipoint VPN, as well as leading projects like Cisco Connected Car, founding the OpenFog Consortium, and developing the reference architecture for all things IoT. A renowned expert in data security, Internet of Things (IoT), fog computing, and disruptive innovation, Mr. Antunes speaks at numerous conferences and symposiums around the world every year and has presented to the U.S. Congress, and the parliaments of countries like Norway and Portugal on the topics of technology and innovation.

 

ByKristi Marvin