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, 2021

☐	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 13, 2021,

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

	Unaudited Condensed Balance Sheet as of June 30, 2021		1

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

	Unaudited Condensed Statement of Changes in Shareholder’s Equity for the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021		3

	Unaudited Condensed Statement of Cash Flows 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		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23

Item 4.	Controls and Procedures		23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		24

Item 1A.	Risk Factors		25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		26

Item 3.	Defaults Upon Senior Securities		26

Item 4.	Mine Safety Disclosures		26

Item 5.	Other Information		26

Item 6.	Exhibits		27

SIGNATURES


Assets:
Cash on hand	$	704,019
Prepaid expenses		245,250

Total current assets		949,269

Cash held in Trust Account		319,221,644
Other non-current assets		534,043

Total assets	$	320,704,956


Liabilities and Shareholders’ Equity
Due to related party	$	47,114
Accrued offering costs and expenses		103,027

Total current liabilities		150,141

Warrant liability		14,663,032
Deferred underwriting commissions liability		11,172,572

Total liabilities		25,985,745


Commitments
Class A Ordinary shares subject to possible redemption, 28,971,921 shares at $10.00 redemption value		289,719,210

Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,949,713 issued and outstanding, excluding 28,971,921 shares subject to possible redemption		296
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding		799
Additional paid-in capital		2,577,513
Retained earnings		2,421,393

Total shareholders’ equity		5,000,001

Total Liabilities and Shareholders’ Equity	$	320,704,956


	For the three months ended June 30, 2021			For the period from January 11, 2021 (inception) to June 30, 2021
Formation and operating expenses	$	882,896		$	912,461

Loss from operations		(882,896	)		(912,461	)
Other income ( expense)
Change in fair value of warrants		2,907,325			3,867,325
Transaction costs		(10,395	)		(538,777	)
Interest income – operating account		—			2
Interest income – trust account		4,803			5,304

Total other income		2,901,733			3,333,854

Net Income	$	2,078,837		$	2,421,393

Redeemable Class A Ordinary share, Basic and Diluted		26,997,657			16,644,345

Basic and Diluted net income per share, Redeemable Class A Ordinary share	$	—		$	—

Basic and diluted weighted average shares outstanding, Ordinary share		12,461,342			10,245,713

Basic and diluted net income per share, Ordinary share	$	0.17		$	0.24


	Class A Ordinary Shares						Class B Ordinary Shares						Additional Paid-In Capital			Retained Earnings		Shareholders’ Equity
	Shares			Amount			Shares			Amount			Additional Paid-In Capital			Retained Earnings		Shareholders’ Equity
Balance as of January 11, 2021 (Inception)		—		$	—			—		$			$	—		$	—	$	—
Class B ordinary shares issued to sponsor		—			—			8,625,000			863			24,137			—		25,000
Sale of 30,000,000 Units net of Warrant fair value		30,000,000			3,000			—			—			291,357,000			—		291,360,000
Offering costs		—			—			—			—			(16,750,988	)		—		(16,750,988	)
Class A ordinary shares subject to possible redemption		(26,997,657	)		(2,699	)		—			—			(269,973,868	)		—		(269,976,567	)
Net income		—			—			—			—			—			342,556		342,556

Balance as of March 31, 2021		3,002,343		$	301			8,625,000		$	863		$	4,656,281		$	342,556	$	5,000,001

Sale of 1,921,634 units through public offering , net of warrants, fair value		1,921,634			192			—			—			18,681,934			—		18,682,126
Forfeit of Founder Shares		—			—			(644,591	)		(64	)		64			—		—
Excess cash received over FV of private placement warrants														28,184					28,184
Offering costs		—			—			—			—			(1,046,504	)		—		(1,046,504	)
Net income		—			—			—			—			—			2,078,837		2,078,837
Class A ordinary shares subject to possible redemption		(1,974,264	)		(197	)		—			—			(19,742,446	)		—		(19,742,643	)

Balance as of June 30, 2021		2,949,713		$	296			7,980,409		$	799		$	2,577,513		$	2,421,393	$	5,000,001


	For the Period January 11, 2021 (inception) to June 30, 2021
Cash Flows from Operating Activities:
Net Income	$	2,421,393
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust Account		(5,304	)
Change in fair value of warrant liabilities		(3,867,325	)
Transaction costs		538,777
Changes in operating assets and liabilities
Prepaid expense		(779,293	)
Due to related party		47,114
Accounts payable and accrued expenses		103,027

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

Cash flows from investing activities:
Investments and marketable securities 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 initial shareholders		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	)

Net cash provided by financing activities		321,461,970

Net Change in Cash		704,019
Cash, beginning of the period		—

Cash, end of period	$	704,019

Supplemental Disclosure of Non-cash Financing Activities :
Deferred underwriting commissions payable charged to additional paid in capital	$	11,172,572

Class A ordinary shares subject to possible redemption	$	269,976,567

Initial classification of warrant liabilities	$	18,530,357

Forfeit of Founder Shares	$	64


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, 2021			For the Period January 11, 2021 (Inception) to June 30, 2021
Ordinary share subject to possible redemption
Numerator: Net income allocable to Class A Ordinary share subject to possible redemption
Accretion of interest income on marketable securities held in trust	$	4,803		$	5,304
Less: interest available to be withdrawn for payment of taxes		(4,803	)		(5,304	)

Net income allocable to Class A Ordinary share subject t o possible redemption	$	—		$	—
Denominator: Weighted Average Redeemable Class A Ordinary share
Redeemable Class A Ordinary share, Basic and Diluted		26,997,657			16,644,345
Basic and Diluted net income per share, Redeemable Class A Ordinary share	$	0.00		$	0.00
Non-Redeemable Ordinary share
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	2,078,837		$	2,421,393
Redeemable Net Earnings		—			—

Non-Redeemable Net Income	$	2,078,837		$	2,421,393
Denominator: Weighted Average Non-Redeemable Ordinary share		—			—
Basic and diluted weighted average shares outstanding, Ordinary share		12,461,342			10,245,713
Basic and diluted net income per share, Ordinary share	$	0.17		$	0.24


	Total		Level 1		Level 2		Level 3
Assets
Investments held in Trust Account - U.S. Money Market	$	319,221,644	$	319,221,644	$	—	$	—
Liabilities
Public warrant liability		7,257,213		7,257,213		—		—
Private warrant liability		7,405,819		—		7,405,819		—

	$	14,663,032	$	7,257,213	$	7,405,819	$	—


Fair value at January 11, 2021	$	—
Issuance d ue t o IPO at March 18, 2021		17,640,000
Issuance of overallotment warrant placements (public and private)		890,357
Reclassification of Private Warrants to Level 2 (1)		(7,405,819	)
Reclassification of Public Warrants to Level 1 (1)		(7,257,213	)
Change in fair value		(3,867,325	)

Fair Value at June 30, 2021	$	—


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		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		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:		Financial Officer

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