Exhibit 10.1

AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT

This Amendment No. 2 (this “Second Amendment”) to the Business Combination Agreement (as defined below) is entered into as of September 11, 2024, by and among Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Veea Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement.

RECITALS

WHEREAS, on November 27, 2023, the Parties entered into that certain business combination agreement (the “Original Agreement,” and as amended, including by the First Amendment (as defined below) and this Second Amendment, the “Business Combination Agreement”);

WHEREAS, on June 13, 2024, the Parties entered into that certain Amendment No. 1 to the Business Combination Agreement (the “First Amendment”);

WHEREAS, prior to the execution and delivery of this Second Amendment, and as a condition and inducement to Plum’s willingness to enter into this Second Amendment, the Company paid $35,000 (the “Interim Payment”), representing fifty percent of Plum’s costs and expenses payable, as of September 4, 2024, for outstanding payments (A) to Plum’s auditor for the review of Plum’s quarterly report on Form 10-Q for the quarter ended June 30, 2024 and (B) for Plum’s directors’ and officers’ insurance policy premiums;

WHEREAS, Plum hereby acknowledges receipt of the Interim Payment;

WHEREAS, pursuant to Section 12.09 of the Business Combination Agreement, prior to the Closing, the Business Combination Agreement may be amended by a written agreement executed by Plum, on the one hand, and the Company, on the other hand; and

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereby agree as follows.

“Termination Date” has the meaning specified in Section 11.04.

“Reserved.”

“Section 11.02 Effect of Termination. Except as otherwise set forth in this Section 11.02 or Section 12.14, in the event of the termination of this Agreement pursuant to Section 11.01 or Section 11.04, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of (a) Section 7.02 (Trust Account Waiver), Section 9.06(b) (Confidentiality; Access to Information; Publicity), this Section 11.02 (Effect of Termination), Article XII (Miscellaneous) and Section 1.01 (Definitions) (to the extent related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties, and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with its terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 11.01 or Section 11.04 shall not affect any Liability on the part of any Party for a willful and material breach of any covenant or agreement set forth in this Agreement prior to such termination or actual fraud.”

“Section 11.04. Termination Date. This Agreement shall automatically terminate and shall be of no further force or effect if the Transactions shall not have been consummated on or prior to September 16, 2024 (the “Termination Date”).”

“Section 12.18. Released Claims (a) Notwithstanding anything to the contrary in this Agreement or any Transaction Document, each Party for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and forever release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers, directors, agents, advisors, legal counsel, accountants, financial advisors, consultants, representatives, managers, members, partners, shareholders, employees, financing sources, Affiliates (including controlling persons and parent companies), officers, directors, members, managers and employees of Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity (“Related Parties”), from any and all past, present, direct, indirect, and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments, remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of the Second Amendment, that in any way arise from or out of, are based upon, or are in connection with or relate to any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents occurring prior to the date of the Second Amendment (collectively, the “Released Claims”); provided, however, that (x) no Party shall be released from any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents that occurred following the date of Second Amendment and (y) notwithstanding anything to the contrary contained in this Section, the provisions of Section 7.02 (Trust Account Waiver) shall continue to apply to the Company and its controlled Affiliates.

(b) It is understood and agreed that, except as provided in the proviso to Section 12.18(a), Section 12.18(a) is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties relating to any breach, non-performance, action or failure to act under this Agreement or the Transaction Documents occurring prior to the date of the Second Amendment. Therefore, each of the Parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.

(c) Except as provided in the proviso to Section 12.18(a), each Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 12.18 shall survive the consummation of the Transactions contemplated by this Agreement and shall survive the termination of this Agreement.”

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered as of the date first written above.

Exhibit 10.2

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Michael J. Dinsdale, a natural person (“Dinsdale” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated January 31, 2022 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

“7. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note; and (iii) such shares shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.”

SECTION 2. MISCELLANEOUS

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

[Signature Page to Amendment Promissory Note]

Exhibit 10.3

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Ursula Burns, a natural person (“Burns”, and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated July 11, 2022 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

“7. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note, and (iii) such shares shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.”

SECTION 2. MISCELLANEOUS

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

[Signature Page to Amendment Promissory Note]

Exhibit 10.4

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Kanishka Roy, a natural person (“Roy” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated March 16, 2023 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

“12. Conversion. Immediately prior to the Closing of a Business Combination, (i) the outstanding principal balance of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share, pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note, and (iii) such Shares shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.”

SECTION 2. MISCELLANEOUS

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

[Signature Page to Amendment Promissory Note]

Exhibit 10.5

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Note (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I (“Maker”), and Plum Partners, LLC, a Delaware limited liability company (“Sponsor” and, collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into that Promissory Note, dated July 25, 2023 (the “Promissory Note”);

WHEREAS, the Parties desire to address the amend some of the obligations of the Parties as set forth in the Promissory Note.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO PROMISSORY NOTE

“5. Conversion. Immediately prior to the Closing of a Business Combination, (i) any outstanding principal balance in excess of $250,000 of this Note shall be converted into Class A Common Stock of the Maker at a price of $5.00 per share; pursuant to which (ii) Maker shall issue and deliver to Payee, such number of shares of Class A Common Stock of the Maker equal to such outstanding principal balance divided by $5.00 (issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number of Class A Common Stock of Maker issuable upon the conversion of this Note; and (iii) such shares shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations. For avoidance of doubt, any amounts not converted pursuant to this Section shall remain due and payable in accordance with the terms hereof.”

SECTION 2. MISCELLANEOUS

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

[Signature Page to Amendment Promissory Note]

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited Pro Forma condensed combined financial information presents the combination of financial information of Plum and Veea, adjusted to give effect to the Business Combination.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024 combines the historical unaudited balance sheet of Veea as of June 30, 2024, with the historical unaudited balance sheet of Plum as of June 30, 2024, giving Pro Forma effect to the Business Combination as if it had occurred as of June 30, 2024.

The following unaudited Pro Forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited statement of operations of Veea for the year ended December 31, 2023, and the historical audited statement of operations of Plum for the year ended December 31, 2023 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The following unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2024 combines the historical unaudited statement of operations of Veea for the six months ended June 30, 2024, and the historical audited statement of operations of Plum for the six months ended June 30, 2024 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The unaudited Pro Forma condensed combined financial statements as of June 30, 2024, for the six months ended June 30, 2024 and for the year ended December 31, 2023, has been derived from:

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus, which requires Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

This information should be read together with the financial statements and related notes, as applicable, of each of Veea and Plum included in this Form 8-K.

Description of the Transactions

Business Combination

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the transactions contemplated by the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by transferring by way of continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, Merger Sub will merge with and into Veea, with Veea surviving the merger as a wholly owned subsidiary of Plum (the “Merger”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, will be cancelled and extinguished and converted into the right to receive the number of shares of New Plum Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such Veea Option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each other Veea Convertible Security outstanding immediately prior to the effective time of the Merger will cease to represent a right to acquire Veea Capital Stock, shall be assumed by Plum, and shall be cancelled in exchange for a convertible security to acquire shares of New Plum Common Stock, on the same contractual terms and conditions as were in effect with respect to the Veea Convertible Security immediately prior to the effective time of the Merger under the terms of the relevant agreements governing such Veea Convertible Security, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the board of directors of Plum may determine in good faith are appropriate to effectuate the administration of the convertible securities. The number of shares of New Plum Common Stock issuable pursuant to the convertible security will be determined by multiplying the number of shares of Veea Common Stock subject to the Veea Convertible Security on an as-converted to shares of Veea Common Stock basis as of immediately prior to the effective time of the Merger by (i) the Existing Holder Exchange Ratio in the case of securities convertible into Veea Capital Stock other than New Financing Securities, or (ii) in the case of New Financing Securities or securities convertible into New Financing Securities, the New Veea Shareholder Exchange Ratio. The exercise price per share of New Plum Common Stock will be determined by (rounded up to the nearest whole cent) (x) in the case of securities convertible into Veea Capital Stock other than New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the Existing Holder Exchange Ratio, or (y) in the case of New Financing Securities or securities convertible into New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the New Veea Shareholder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Each Dissenting Share will not be converted into a right to receive a portion of the Transaction Consideration (as defined in the Business Combination Agreement), but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL.

Earnout

The Business Combination Agreement provides holders of Existing Veea Shares with a contingent right to receive Earnout Consideration consisting of up to 4,500,000 additional shares of New Plum Common Stock, subject to the following contingencies:

If there is a Change of Control Transaction during the Earnout Period, (i) to the extent that the implied price per share of New Plum Common Stock in such transaction is above the applicable stock price targets, the vesting of such Earnout Consideration will accelerate and the Earnout Consideration will be issuable upon the closing of such transaction, and (ii) the contingent obligations for any remaining Earnout Consideration will be rolled over to the resulting company from such transaction, unless after such transaction, the resulting company from such transaction is no longer publicly listed on Nasdaq or another nationally-recognized securities exchange, in which case, any unvested Earnout Consideration will immediately vest.

Amendments to Promissory Notes

As previously disclosed, the Plum issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to Plum Partners, LLC on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes where, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note where, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Plum Partners LLC, a Delaware limited liability company (the “Sponsor”), Plum and Veea entered into a Sponsor Letter Agreement, pursuant to which the Sponsor agreed, among other things, to (a) vote all of its Plum Ordinary Shares in favor of the proposals relating to the Business Combination; (b) refrain from effecting a Plum Shareholder Redemption (as defined in the Business Combination Agreement); (c) exercise the option to extend the period of time Plum is afforded under its governing documents to consummate a business combination, (d) waive certain anti-dilution and conversion rights with respect to its Plum Ordinary Shares which had been granted in connection with Plum’s Initial Public Offering; (e) 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; and (f) subject 1,726,994 of its Plum founder shares to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period (on the same terms proportionately as the Earnout Shares).

New Financing

The Business Combination Agreement also contemplates that Veea may sell New Financing Securities generating proceeds of up to $70,000,000 (or more with Plum’s consent) between the date of the Business Combination Agreement and the Closing, and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50. As of June  30, 2024 a total of approximately $35.9 million in consideration was received. As of June 30, 2024, approximately $30.8 million in cash has been raised under the New Financing Securities, and approximately $3 million of debt was converted and approximately $2.1 million of other obligations were settled via the issuance of Series A-2 Preferred Shares. 

Conditions to Closing of the Business Combination

Pursuant to the Business Combination Agreement, the consummation of the Business Combination is conditioned upon, among other things: (i) the approval by the Plum shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the completion of the offer to redeem the Class A ordinary shares of Plum; (iv) the New Plum Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq; and (v) Plum having at least $5,000,001 of net tangible assets immediately after the Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, if these conditions are not satisfied the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Amendment to the Business Combination Agreement and Additional Conditions to Closing

On September 11, 2024, Plum, Veea, and Merger Sub entered into an entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing has not occurred on or prior to September 16, 2024, and (b) contains a release and waiver of potential claims arising under the BCA prior to the date of the Amendment by the other parties thereto.

Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Plum will be treated as the “acquired” company for financial reporting purposes, and Veea will be the accounting “acquirer” This determination was primarily based on the assumption that:

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Basis of Pro Forma Presentation

Plum and Veea have elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual Redemption scenarios of Plum Public Shares into cash as more fully described below:

The following table sets out share ownership of New Plum on a Pro Forma basis reflecting actual redemptions.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, and the unaudited Pro Forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023, are based on the historical financial statements of Plum and Veea. The unaudited Pro Forma adjustments are based on information currently available, assumptions, and estimates underlying the Pro Forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited Pro Forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2024(1)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)

AS OF JUNE 30, 2024(1)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTH ENDED JUNE 30, 2024(2)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023(2)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Proposed Transactions

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the transactions contemplated by the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by transferring by way of continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, Merger Sub will merge with and into Veea, with Veea surviving the merger as a wholly owned subsidiary of Plum (the “Merger”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, will be cancelled and extinguished and converted into the right to receive the number of shares of New Plum Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio, at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each other Veea Convertible Security outstanding immediately prior to the effective time of the Merger will cease to represent a right to acquire Veea Capital Stock, shall be assumed by Plum, and shall be cancelled in exchange for a convertible security to acquire shares of New Plum Common Stock, on the same contractual terms and conditions as were in effect with respect to the Veea Convertible Security immediately prior to the effective time of the Merger under the terms of the relevant agreements governing such Veea Convertible Security, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the board of directors of Plum may determine in good faith are appropriate to effectuate the administration of the convertible securities. The number of shares of New Plum Common Stock issuable pursuant to the convertible security will be determined by multiplying the number of shares of Veea Common Stock subject to the Veea Convertible Security on an as-converted to shares of Veea Common Stock basis as of immediately prior to the effective time of the Merger by (i) the Existing Holder Exchange Ratio in the case of securities convertible into Veea Capital Stock other than New Financing Securities, or (ii) in the case of New Financing Securities or securities convertible into New Financing Securities, the New Veea Shareholder Exchange Ratio. The exercise price per share of New Plum Common Stock will be determined by (rounded up to the nearest whole cent) (x) in the case of securities convertible into Veea Capital Stock other than New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the Existing Holder Exchange Ratio, or (y) in the case of New Financing Securities or securities convertible into New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the New Veea Shareholder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) (“NLabs Debt”) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Each Dissenting Share will not be converted into a right to receive a portion of the Transaction Consideration (as defined in the Business Combination Agreement), but instead shall be entitled to only such rights as are granted by Section 262 of the Delaware General Corporation Law.

Earnout

The Business Combination Agreement provides holders of Existing Veea Shares with a contingent right to receive Earnout Consideration consisting of up to 4,500,000 additional shares of New Plum Common Stock, subject to the following contingencies:

If there is a Change of Control Transaction during the Earnout Period, (i) to the extent that the implied price per share of New Plum Common Stock in such transaction is above the applicable stock price targets, the vesting of such Earnout Consideration will accelerate and the Earnout Consideration will be issuable upon the closing of such transaction, and (ii) the contingent obligations for any remaining Earnout Consideration will be rolled over to the resulting company from such transaction, unless after such transaction, the resulting company from such transaction is no longer publicly listed on Nasdaq or another nationally-recognized securities exchange, in which case, any unvested Earnout Consideration will immediately vest.

Amendments to Promissory Notes

As previously disclosed, the Plum issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to Plum Partners, LLC on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes where, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note where, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Plum Partners LLC, a Delaware limited liability company (the “Sponsor”), Plum and Veea entered into a Sponsor Letter Agreement, pursuant to which the Sponsor agreed, among other things, to (a) vote all of its Plum Ordinary Shares in favor of the proposals relating to the Business Combination; (b) refrain from effecting a Plum Shareholder Redemption (as defined in the Business Combination Agreement); (c) exercise the option to extend the period of time Plum is afforded under its governing documents to consummate a business combination, (d) waive certain anti-dilution and conversion rights with respect to its Plum Ordinary Shares which had been granted in connection with Plum’s Initial Public Offering; (e) 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; and (f) subject 1,726,994 of its Plum founder shares to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period (on the same terms proportionately as the Earnout Shares).

New Financing

The Business Combination Agreement also contemplates that Veea may sell New Financing Securities generating proceeds of up to $70,000,000 (or more with Plum’s consent) between the date of the Business Combination Agreement and the Closing, and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50. As of June 30, 2024 a total of approximately $35.9 million in consideration was received. As of June 30, 2024, approximately $30.8 million in cash has been raised under the New Financing Securities, and approximately $3 million of debt was converted and approximately $2.1 million of other obligations were settled via the issuance of Series A-2 Preferred Shares.

Conditions to Closing of the Business Combination

Pursuant to the Business Combination Agreement, the consummation of the Business Combination is conditioned upon, among other things: (i) the approval by the Plum shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the completion of the offer to redeem the Class A ordinary shares of Plum; (iv) the New Plum Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq; and (v) Plum having at least $5,000,001 of net tangible assets immediately after the Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, if these conditions are not satisfied the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Amendment to the Business Combination Agreement and Additional Conditions to Closing

On September 11, 2024, Plum, Veea, and Merger Sub entered into an entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing has not occurred on or prior to September 16, 2024, and (b) contains a release and waiver of potential claims arising under the BCA prior to the date of the Amendment by the other parties thereto.

Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

Note 2 — Basis of Presentation and Accounting Policies

The unaudited Pro Forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited Pro Forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Veea will experience. Veea and Plum did not have any historical relationship prior to the Business Combination. Accordingly, no Pro Forma adjustments were required to eliminate activities between the companies.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing Pro Forma adjustment criteria with simplified Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

Plum does not meet the definition of a “business” pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of ASC 805, Business Combinations; rather, the Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. See Note 3 — Accounting for the Business Combination for more details.

The historical financial statements of Veea have been prepared in accordance with U.S. GAAP. The historical financial statements of Plum have been prepared in accordance with U.S. GAAP. The unaudited Pro Forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by Veea.

Plum has elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual redemptions.

The following summarizes the Pro Forma shares of New Plum Common Stock issued and outstanding immediately after the Business Combination.

The Pro Forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or non-taxable based on the laws of the relevant jurisdiction.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited Pro Forma condensed combined financial information. As a result, the unaudited Pro Forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Plum will be treated as the “acquired” company for financial reporting purposes, and Veea will be the accounting “acquirer” This determination was primarily based on the assumption that:

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024

The Pro Forma adjustments to the unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, are as follows:

As such for the Plum transaction costs the vendors were contacted to negotiate the settlement. As a result of the negotiation, Plum is expected to realize $189,128 gain on waived fees which had been accrued as of June 30, 2024, as such the amount is reflected as an adjustment to accumulated losses. In addition, the Plum Sponsor agreed to assume $3.21 million and indemnify Public Veea, and the Sponsor will waive advances from sponsor of $0.21 million and due to related parties of $0.40 million for a total of $3.83 million which was recorded as a capital contribution from the sponsor in additional paid in capital. The Company will pay $0.62 million in cash to vendors as part of the settlement negotiated with various vendors, all of which results in an overall reduction in accounts payable of $4.07 million. Vendors agreed to defer $1.38 million for 18 months as such these were reclassified as deferred payable long term.

For the Veea transaction costs, approximately $0.30 million are incremental transaction cost not previously recognized which have been allocated to additional paid in capital. The Company will pay $0.29 million in cash at closing of which $0.25 million related to legal fees and $0.04 million as payment of D&O insurance recorded as prepaid expenses, resulting in an overall increase in accounts payable of $0.05 million. One vender has agreed to defer $0.85 million as such the amount was allocated to Deferred payable long term.

Note 5 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023 and for the Six Months Ended June 30, 2024

The Pro Forma adjustments included in the unaudited Pro Forma condensed combined statement of operations for six months ended June 30, 2024 and for the year ended December 31, 2023, are as follows:

Note 6 — Net Earnings per Share

Represents the earnings per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the “maximum Redemptions” scenario described above are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited Pro Forma condensed combined financial information has been prepared based on actual Redemption of Plum’s Public Shares:

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